Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2014, Hi-Crush Partners LP (the "Partnership"), Hi-Crush GP LLC,
the general partner of the Partnership (the "General Partner"), and Hi-Crush
Proppants LLC, the owner of the General Partner (the "Selling Unitholder"),
entered into an underwriting agreement (the "Underwriting Agreement") with
Barclays Capital Inc., as representative of the several underwriters named in
Schedule I thereto. The Underwriting Agreement provides for the offer and sale
by the Selling Unitholder of 3,260,870 common units representing limited partner
interests in the Partnership at a price to the public of $62.91 per common unit
(the "Offering"). The Selling Unitholder has granted the underwriters a 30-day
option to purchase up to an additional 489,130 common units on the same terms.
The Offering is expected to close on or about August 15, 2014, subject to
customary closing conditions. The Partnership will not receive any proceeds from
the sale of the common units by the Selling Unitholder in the Offering.
Immediately after the closing of the Offering, the Selling Unitholder will
continue to own all of the Partnership's incentive distribution rights,
13,640,351 subordinated units and, assuming that the underwriters do not
exercise their option to purchase additional common units, 489,130 common units.
The Offering is being made pursuant to a prospectus supplement dated August 12,
2014. The common units to be sold in the Offering are registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a shelf
registration statement on Form S-3 (Registration No. 333-198045), which became
effective automatically upon filing with the Securities and Exchange Commission
on August 11, 2014.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, conditions to closing and termination provisions.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Fulbright & Jaworski LLP issued an opinion as to certain tax matters with
respect to the Offering, which opinion is filed as Exhibit 8.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Exhibit Description
1.1 Underwriting Agreement, dated as of August 12, 2014, by and
among Hi-Crush Partners LP, Hi-Crush GP LLC, Hi-Crush
Proppants LLC and Barclays Capital Inc., as representative of
the several underwriters named in Schedule I thereto
8.1 Opinion of Fulbright & Jaworski LLP with respect to tax
23.1 Consent of Fulbright & Jaworski LLP (included in Exhibit 8.1