Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Other Events

Hi-Crush Partners LP (NYSE:HCLP) Files An 8-K Other Events

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Item8.01

Other Events.

Underwriting Agreement

On February24, 2017, Hi-Crush Partners LP (the
Partnership) entered into an Underwriting Agreement (the
Underwriting Agreement), by and among the Partnership,
Hi-Crush GP LLC, the general partner of the Partnership (the
General Partner), and Credit Suisse Securities (USA) LLC
and Mizuho Securities USA Inc., as representatives of the several
underwriters named in Schedule A thereto (the
Underwriters), providing for the offer and sale by the
Partnership, and purchase by the Underwriters, of 20,500,000
common units (the Units) representing limited partner
interests of the Partnership (Common Units) at a price of
$17.505 per Common Unit. The total gross proceeds (before
underwriters discounts and compensation and estimated offering
expenses) from the sale of the Units are expected to be
approximately $369 million. The material terms of the offering of
the Common Units are described in the prospectus supplement,
dated February24, 2017, filed by the Partnership with the
Securities and Exchange Commission (the Commission) on
February28, 2017 to Rule 424(b) under the Securities Act of 1933,
as amended (the Securities Act). The offer and sale of the
Common Units are registered with the Commission to a Registration
Statement on Form S-3 (File No.333-214888), which was declared
effective by the Commission on December13, 2016 and the closing
with respect to the offering of such Common Units is expected to
occur on March1, 2017, subject to customary closing conditions.

The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. The Partnership and the General Partner have agreed
to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute
to payments the Underwriters may be required to make because of
any of those liabilities.

The foregoing description is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which
is attached as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated in this Item8.01 by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement by and among Hi-Crush Partners LP,
Hi-Crush GP LLC and Credit Suisse Securities (USA) LLC and
Mizuho Securities USA Inc., dated February24, 2017.
5.1 Opinion of Vinson Elkins L.L.P.
8.1 Opinion of Vinson Elkins L.L.P., relating to tax matters.
23.1 Consent of Vinson Elkins L.L.P. (included in Exhibit 5.1
hereto).
23.2 Consent of Vinson Elkins L.L.P. (included in Exhibit 8.1
hereto).

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About Hi-Crush Partners LP (NYSE:HCLP)

Hi-Crush Partners LP is a producer and supplier of monocrystalline sand. The Company is a limited partnership formed to acquire selected sand reserves and related processing and transportation facilities of Hi-Crush Proppants LLC. It operates in Frac Sand Sales segment. Its reserves consist of northern white sand, a resource in Wisconsin and limited portions of the upper Midwest region of the United States. It owns, operates and develops sand reserves, and related excavation and processing facilities. Its 857-acre facility with rail infrastructure, located in Wyeville, Wisconsin (the Wyeville facility) contains approximately 82.1 million tons of proven recoverable reserves of frac sand meeting American Petroleum Institute (API) specifications. It also holds approximately 98% interest in Augusta facility, which is located in Eau Claire County, Wisconsin and contains over 40.9 million tons of proven recoverable reserves of frac sand meeting API specifications.

Hi-Crush Partners LP (NYSE:HCLP) Recent Trading Information

Hi-Crush Partners LP (NYSE:HCLP) closed its last trading session down -0.60 at 17.20 with 3,491,068 shares trading hands.

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