UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     _______________________________
Form 8-K
    _______________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  February 5, 2019
    _______________________________  
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
      _______________________________
Delaware
(State or other jurisdiction of incorporation)
 
001-35630
90-0840530
(Commission File Number)
(IRS Employer Identification No.)
 
 
1330 Post Oak Blvd, Suite 600
Houston, Texas
77056
(Address of principal executive offices)
(Zip Code)
(713) 980-6200
(Registrant’s telephone number, including area code)
    _______________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨  
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  
 
 
 
 
 







Item 2.02 Results of Operations and Financial Condition
On February 5, 2019 , Hi-Crush Partners LP (the "Partnership") issued a press release announcing its fourth quarter and full year 2018 conference call. The press release and presentation slides are being furnished with this Current Report on Form 8-K (this "Current Report") as Exhibits 99.1 and 99.2, respectively.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 2.02 and the information attached to this Current Report as Exhibit 99.1 and 99.2 shall be deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended ("the "Securities Act"), or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On February 5, 2019, the Partnership filed a preliminary proxy statement (the "Preliminary Proxy Statement") with the U.S. Securities and Exchange Commission ("SEC") regarding a special meeting of its common unitholders to consider and vote upon proposals relating to the proposed conversion of the Partnership from a Delaware limited partnership to a Delaware corporation (the "Conversion"). The Partnership also issued a press release on February 5, 2019 announcing the filing of the Preliminary Proxy Statement and that the Partnership has set February 19, 2019 as the record date for purposes of determining holders of record of the Partnership’s common units that will be entitled to receive notice of the Special Meeting and vote at the Special Meeting. The press release is being filed with this Current Report as Exhibit 99.3.
No Solicitation
This communication relates to the Conversion. This communication is for informational purposes only and does not constitute a solicitation of any vote or approval, in any jurisdiction, pursuant to the Conversion or otherwise.
Important Additional Information
In connection with the Conversion, the Partnership has filed with the SEC a proxy statement. The Conversion will be submitted to Partnership’s unitholders for their consideration. The Partnership may also file other documents with the SEC regarding the Conversion. The definitive proxy statement will be sent to the unitholders of the Partnership. This document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that the Partnership may file with the SEC or send to unitholders of the Partnership in connection with the Conversion. INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT THAT HAS BEEN FILED REGARDING THE CONVERSION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONVERSION AND RELATED MATTERS.
Investors and security holders are able to obtain free copies of the proxy statement and all other documents filed or that will be filed with the SEC by the Partnership through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by the Partnership will be made available free of charge on the Partnership’s website at www.hicrush.com, under the heading "Investors," or by directing a request to Investor Relations, Hi-Crush Partners LP, 1330 Post Oak Blvd., Suite 600, Houston, TX 77056, Tel. No. (713) 980-6270.
Participants in the Solicitation
The Partnership is managed and operated by the board of directors and executive officers of its general partner, Hi-Crush GP LLC (our "General Partner"). The Partnership, our General Partner and our General Partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Conversion.
Information regarding our General Partner’s directors and executive officers is contained in the Partnership’s Annual Report on Form 10-K for the 2017 fiscal year filed with the SEC on February 20, 2018, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at http://www.sec.gov or by accessing the Partnership’s website at www.hicrush.com.
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Conversion by reading the proxy statement regarding the Conversion. You may obtain free copies of this document as described above.





Forward-Looking Statements and Cautionary Statements
The foregoing contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "create," "intend," "could," "may," "foresee," "plan," "will," "guidance," "look," "outlook," "goal," "future," "assume," "forecast," "build," "focus," "work," "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Conversion, descriptions of the post-Conversion company and its operations, transition plans, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Conversion, the occurrence of any event, change or other circumstances that could give rise to the abandonment of the proposed Conversion, the possibility that unitholders of the Partnership may not approve the Conversion, risks related to disruption of management time from ongoing business operations due to the Conversion, the risk that any announcements relating to the Conversion could have adverse effects on the market price of the Partnership’s common units, the risk that the Conversion and its announcement could have an adverse effect on the ability of the Partnership to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Conversion could distract management of the Partnership and that the Partnership will incur substantial costs, the risk that problems arise that may result in the post-Conversion company not operating as effectively and efficiently as expected, the risk that the post-Conversion company may be unable to achieve expected benefits of the Conversion or it may take longer than expected to achieve those benefits and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Partnership’s control, including those detailed in the Partnership’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at www.hicrush.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that the Partnership believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Partnership undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Hi-Crush Partners LP
 
 
 
 
 
 
 
 
 
By:
 
Hi-Crush GP LLC, its general partner
 
 
 
 
 
 
Date:
February 5, 2019
 
By:
 
/s/ Laura C. Fulton
 
 
 
 
 
Laura C. Fulton
 
 
 
 
 
Chief Financial Officer





Exhibit 99.1
HICRUSHLPA05.JPG
News Release

Hi-Crush Partners LP Reports Fourth Quarter and Full Year 2018 Results

Revenues of $162.2 million in 4Q 2018 vs. $214.0 million in 3Q 2018 and $216.5 million in 4Q 2017
Net loss of $(9.9) million in 4Q 2018 vs. net income of $27.1 million in 3Q 2018 and $41.9 million in 4Q 2017
Adjusted EBITDA of $10.2 million in 4Q 2018 vs. $51.3 million in 3Q 2018 and $57.9 million in 4Q 2017
Contribution margin per ton of $14.35 in 4Q 2018 vs. $23.92 in 3Q 2018 and $23.46 in 4Q 2017
Exited 4Q 2018 with $114.3 million of cash, no borrowings on ABL facility and total liquidity of $172.5 million
51% of 4Q 2018 sales volumes sold to E&Ps; executed additional sand supply and last mile service agreements
Completed construction of second Kermit facility; Wyeville expansion remains on target for 1Q 2019

HOUSTON, February 5, 2019 - Hi-Crush Partners LP (NYSE: HCLP), "Hi-Crush" or the "Partnership", today reported fourth quarter and full year 2018 results. Revenues for the fourth quarter of 2018 totaled $162.2 million on sales of 1,976,805 tons of frac sand. This compares to $214.0 million of revenues on sales of 2,775,360 tons of frac sand in the third quarter of 2018. The limited partners' interest in net loss was $(7.7) million for the fourth quarter of 2018 , resulting in basic and diluted loss of $(0.08) per limited partner unit.

Earnings before interest, taxes, depreciation and amortization adjusted for earnings from equity method investments and loss on extinguishment of debt ("Adjusted EBITDA") was $10.2 million in the fourth quarter of 2018 , compared to $51.3 million for the third quarter of 2018. Distributable cash flow attributable to the limited partners for the fourth quarter of 2018 was $1.0 million compared to $40.0 million for the third quarter of 2018.

"During the fourth quarter, we made significant progress in furthering our relationships with E&Ps and contracting our last mile solutions, while also completing construction on our customer-supported second Kermit facility, on time and under budget," said Robert E. Rasmus, Chairman and Chief Executive Officer of Hi-Crush. "The demand environment for frac sand remained challenging in the fourth quarter due to lower completion activity, along with competitive pressures from additional in-basin supply coming online. Our financial results for the fourth quarter reflect this weak market environment experienced across the industry. Despite these market headwinds, the steps we have taken under our Mine. Move. Manage . strategy to expand our customer base and execute on growing our integrated last mile solutions have continued the transformation of Hi-Crush to a more logistics-focused service company. We will continue to transform our business through further expansion of our E&P customer base, additional deployment of container crews and silo systems, and our strategic conversion to the C-Corp structure."

Fourth Quarter 2018 Results

Revenues for the fourth quarter of 2018 totaled $162.2 million , compared to $214.0 million for the third quarter of 2018. The decrease was driven by lower pricing and reduced volumes. Lower pricing resulted from the slowdown in demand for frac sand that emerged during the third quarter of 2018 and continued throughout the fourth quarter, due to decreased well completion activity. The decline in pricing was exacerbated by the start-up of new in-basin production capacity in the Permian and the related impact on sand pricing in other basins as supply shifted to meet demand. Average sales price was $58 per ton in the fourth quarter of 2018, compared to $64 per ton in the third quarter of 2018. The sequential reduction in sales volumes reflect generally lower completions activity levels experienced during the fourth quarter, but were partially mitigated by increased sales made directly to E&Ps and through our PropStream ® integrated last mile logistics service. Volumes sold directly to E&Ps represented 51% of the total in the fourth quarter of 2018, compared to 40% in the third quarter of 2018. Of the total sales volumes reported in the fourth quarter of 2018, 36% were sold at the wellsite through PropStream, compared to 24% in the third quarter of 2018.

Contribution margin was $14.35 per ton in the fourth quarter of 2018 , compared to $23.92 per ton in the third quarter of 2018. The sequential decrease in contribution margin per ton primarily resulted from lower sales prices on Northern White volumes as well as increased per ton production costs due to lower capacity utilization resulting from reduced sales volumes.






"Contribution margin per ton was in line with previous guidance, reflecting our relentless focus on cost management and efficiency, which offset the lower capacity utilization we experienced," said Ms. Laura C. Fulton, Chief Financial Officer of Hi-Crush. "During the quarter, we turned down orders for volumes that would not have been profitable, and, at the same time, we were successful in expanding our relationships with E&Ps, which accounted for more than half of our sales volumes. This progress, as well as the movement of demand and our business away from sales at the minegate, reinforces the importance of relationships we have cultivated with E&Ps as the foundation of our business going forward."

Full Year 2018 Results

For the full year 2018, the limited partners' interest in net income was $133.1 million , resulting in $1.46 basic and $1.42 diluted earnings per limited partner unit. EBITDA for the full year 2018 was $205.1 million , compared to $120.7 million for the full year 2017. Adjusted EBITDA for the full year 2018 was $206.1 million , compared to $124.9 million for the full year 2017. Distributable cash flow attributable to the limited partners for the full year 2018 was $166.2 million .

Revenues for the year ended December 31, 2018 totaled $842.8 million on sales of 10,407,296 tons of frac sand, compared to revenues of $602.6 million on sales of 8,938,713 tons of frac sand in 2017. Contribution margin averaged $25.45 per ton in 2018, compared to $18.38 per ton in 2017. The increase in annual volumes sold is a result of improved market conditions during the first half of 2018, in addition to increased production capacity from commencement of operations at the Kermit facility in July 2017.

Average sales price per ton was $67 for each of the years ended December 31, 2018 and 2017. While average sales pricing generally increased throughout the entirety of 2017, prices increased during the first half of 2018 as the industry struggled to deliver enough volumes to keep pace with surging demand. These increases were followed by a steep decline in pricing during the second half of 2018 due to a large increase in supply from newly constructed in-basin Permian production facilities, a slowdown in completions activity driven by E&P budget exhaustion and pipeline capacity constraints.

Operational Update

At the end of the fourth quarter of 2018, Hi-Crush had 16 PropStream container crews in the Permian Basin and Marcellus / Utica plays, and 8 FB silo systems operating in the Permian. During the fourth quarter, the Partnership also completed successful field testing for the new FB Atlas top-fill conveyor system with an existing E&P customer in the Permian. This new technology utilizes hopper bottom trailers capable of delivering 27 tons of frac sand per truckload to the wellsite, greatly improving the efficiency of transportation through more tons per truckload, as well as quicker turnaround times at the wellsite. The FB Atlas is capable of unloading hopper bottom trailers in significantly less time than any other solution, maximizing the utilization of trucking assets.

"Our deployment of PropStream crews in the fourth quarter was impacted by delays in contract start-ups due to budget timing considerations of our customers," Mr. Rasmus continued. "We ended the year with 16 container crews, and 8 FB silo systems deployed, representing significant progress given the slowdown in activity facing the industry, particularly in the fourth quarter. We have contracted additional PropStream crews and systems in the fourth quarter and over the past several weeks, which will be deployed in the first quarter, leading to incremental growth in PropStream contribution to our bottom line. In addition, the completion of field testing of the FB Atlas top-fill conveyor system further differentiates Hi-Crush’s last mile offering versus those services reliant on pneumatic fill solutions.

"We were also pleased to complete construction on our second Kermit facility during the fourth quarter, representing an increase in capacity at our Kermit complex in West Texas to 6.0 million tons per year. We are now serving an increasing base of customer activity, as demand for frac sand in the Permian remains strong. We are quickly ramping up our production capacity during the first quarter, and we expect to reach full run-rate on the second Kermit facility in March, with similar production cost per ton as the first Kermit facility for the remainder of 2019."

The Partnership previously announced the execution of pricing amendments to certain of its sand supply agreements supporting the Kermit complex. Including these amendments, the Partnership expects to generate more than $100 million in EBITDA annually solely from frac sand sales at the Kermit complex, before any added contribution from logistics services or other production assets.

"We are focused on trading value for value and further strengthening the long-term relationships we target with our E&P customers, and we have been able to achieve this in contract renegotiations for our in-basin sand," said Mr. Rasmus. "We have secured the use of additional PropStream crews and equipment, increased volume commitments and extended terms on contracts, while committing strategically and collaboratively to the long-term success of these relationships."






Liquidity and Capital Expenditures

As of December 31, 2018 , the Partnership had $445.5 million of long-term debt outstanding, and was in compliance with the covenants defined in its senior secured revolving credit facility (the "ABL Facility"). As of December 31, 2018 , Hi-Crush had $114.3 million of cash and $58.2 million in available borrowing capacity under its ABL Facility, resulting in total liquidity of $172.5 million .

Capital expenditures for the year ended December 31, 2018 , totaled $141.5 million , primarily associated with the development of the second Kermit facility, expansion of the Wyeville facility, equipment builds to further expand market penetration of the FB Industries silo solution, equipment purchases for PropStream, and various projects at production facilities and terminals.

Capital expenditures for the full year 2019 will be comprised of three components. Carryover growth capex from 2018 projects associated with completion of the Kermit construction and Wyeville expansions are expected to be in the range of $30 to $35 million to be spent during the first half of 2019. For the full year 2019, maintenance capex is expected to be in the range of $25 to $30 million. Discretionary growth capex related to spending on logistics assets and continued investment in container and silo equipment for PropStream for the full year 2019, up to an additional $45 to $55 million, may be spent as market conditions dictate and as warranted by customer commitments.

"Hi-Crush has always been committed to maintaining a fortress balance sheet," said Ms. Fulton. "Our liquidity and cash position remains strong, as we exited the year with over $114 million in cash, and no drawings on our ABL Facility, positioning us well to continue executing on our growth priorities. Looking ahead to 2019, the remaining capital commitments for completion of the Kermit facility and Wyeville expansions will be met through existing liquidity. The total capex that we project for the year reflects remaining obligations on these strategic projects, as well as typical maintenance capex, and a flexible base of discretionary growth capex for the logistics side of our business."

Corporate Conversion Update

The Partnership filed a preliminary proxy statement with the Securities and Exchange Commission ("SEC") on February 5, 2019. The proxy statement relates to a special meeting of unitholders that is expected to be held in the second quarter of 2019 and at which unitholders will be asked to consider and vote upon proposals relating to the conversion of the Partnership from a Delaware limited partnership to a Delaware corporation (the "Conversion"), which, subject to unitholder approval, will be completed through a series of transactions set forth in a plan of conversion that is attached to and forms a part of the proxy statement.

"The reasons for the Conversion are numerous, and, as we noted in the preliminary proxy statement, the Board believes the Conversion is critical to the future success of Hi-Crush," said Mr. Rasmus. "With increasing challenges for MLPs and the growing focus of our business on logistics, the Board believes that accomplishing our growth plans and executing on our strategy for long-term success are best achieved through a traditional corporate structure. We also believe the transition to a C-Corp will increase our access to, and lower the cost of, capital by increasing trading liquidity and making Hi-Crush more accessible to a broader investor base."

Distribution

On January 7, 2019, the Partnership announced the Board of Directors’ decision to suspend the quarterly distribution. Hi-Crush previously declared a quarterly cash distribution of $0.225 per unit on all common units, for the third quarter of 2018, which was paid in November 2018.

Outlook

For the first quarter of 2019, the Partnership expects total sales volumes to be in a range of 2.4 to 2.6 million tons. The forecasted sequential increase is due to additional volumes sold from the second Kermit facility as well as increasing Northern White volumes related to the new E&P contracts previously announced.






"The first quarter of 2019 will be very active for Hi-Crush, as our second Kermit facility ramps up, new Northern White E&P contracts begin, existing customers ramp up activity, and the outlook for commodity prices stabilizes," said Ms. Fulton. "We expect meaningful sequential growth in our sales volumes primarily due to our second Kermit facility. We expect average sand pricing to remain unchanged, despite our expectation for increased activity levels in the first quarter. We are pleased with the operational and financial results from the deployment of our container and silo systems, and see room for further improvement as we continue to enhance and develop the systems to meet the challenging and dynamic needs of our E&P customers. As we progress through the year, we anticipate the expansion of our PropStream service will move in line with the expansion of our E&P customer base, further reinforcing our position as a company built for long-term, structural success."

Conference Call

On Wednesday, February 6, 2019 , Hi-Crush will hold a conference call for investors at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to discuss Hi-Crush’s fourth quarter and full year 2018 results. Hosting the call will be Robert E. Rasmus, Chairman and Chief Executive Officer and Laura C. Fulton, Chief Financial Officer. The call can be accessed live over the telephone by dialing (877) 407-0789, or for international callers, (201) 689-8562. A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers (412) 317-6671. The passcode for the replay is 13686710. The replay will be available until February 20, 2019 .

Interested parties may also listen to a simultaneous webcast of the conference call by logging onto Hi-Crush’s website at www.hicrush.com under the Investors Relations-Event Calendar and Presentations section. A replay of the webcast will also be available for approximately 30 days following the call. The slide presentation to be referenced on the call will also be on Hi-Crush’s website at www.hicrush.com under the Investors Relations-Event Calendar and Presentations section.
Non-GAAP Financial Measures

This news release and the accompanying schedules include the non-GAAP financial measure of EBITDA, Adjusted EBITDA, distributable cash flow, adjusted earnings per limited partner unit and contribution margin, which may be used periodically by management when discussing our financial results with investors and analysts. The accompanying schedules of this news release provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP").

We define EBITDA as net income plus depreciation, depletion and amortization and interest expense, net of interest income. We define Adjusted EBITDA as EBITDA, adjusted for any non-cash impairments of long-lived assets and goodwill, earnings (loss) from equity method investments and loss on extinguishment of debt. We define distributable cash flow as Adjusted EBITDA less cash paid for interest expense, including accruals and maintenance and replacement capital expenditures, including accrual for reserve replacement, plus accretion of asset retirement obligations and non-cash unit-based compensation. We use distributable cash flow as a performance metric to compare cash generating performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. Distributable cash flow will not reflect changes in working capital balances. We define adjusted earnings per limited partner unit as earnings per limited partner unit, adjusted for the impact of non-recurring items.

We use contribution margin, which we define as total revenues less costs of goods sold excluding depreciation, depletion and amortization, to measure our financial and operating performance. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities. 

EBITDA, Adjusted EBITDA, distributable cash flow, adjusted earnings per limited partner unit and contribution margin are presented as management believes the data provides a measure of operating performance that is unaffected by historical cost basis and provides additional information and metrics relative to the performance of our business.

About Hi-Crush

Hi-Crush is a fully integrated, strategic provider of proppant and logistics solutions to the North American petroleum industry. We provide mine-to-wellsite logistics services that optimize proppant supply to customers in all major oil and gas basins in the United States, and own and operate multiple frac sand mining facilities and in-basin terminals. Our PropStream service, offering both container- and silo-based wellsite delivery and storage systems, provides the highest level of flexibility, safety and efficiency in managing the full scope and value of the proppant supply chain.  Visit HiCrush.com.






No Solicitation

This communication relates to the Conversion. This communication is for informational purposes only and does not constitute a solicitation of any vote or approval, in any jurisdiction, pursuant to the Conversion or otherwise.

Important Additional Information

In connection with the Conversion, the Partnership has filed with the SEC a proxy statement. The Conversion will be submitted to Partnership’s unitholders for their consideration. The Partnership may also file other documents with the SEC regarding the Conversion. The definitive proxy statement will be sent to the unitholders of the Partnership. This document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that the Partnership may file with the SEC or send to unitholders of the Partnership in connection with the Conversion. INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT THAT HAS BEEN FILED REGARDING THE CONVERSION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONVERSION AND RELATED MATTERS.

Investors and security holders are able to obtain free copies of the proxy statement and all other documents filed or that will be filed with the SEC by the Partnership through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by the Partnership will be made available free of charge on the Partnership’s website at www.hicrush.com, under the heading "Investors," or by directing a request to Investor Relations, Hi-Crush Partners LP, 1330 Post Oak Blvd., Suite 600, Houston, TX 77056, Tel. No. (713) 980-6270.

Participants in the Solicitation

The Partnership is managed and operated by the board of directors and executive officers of its general partner, Hi-Crush GP LLC (our "General Partner"). The Partnership, our General Partner and our General Partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Conversion.

Information regarding our General Partner’s directors and executive officers is contained in the Partnership’s Annual Report on Form 10-K for the 2017 fiscal year filed with the SEC on February 20, 2018, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at http://www.sec.gov or by accessing the Partnership’s website at www.hicrush.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Conversion by reading the proxy statement regarding the Conversion. You may obtain free copies of this document as described above.






Forward-Looking Statements

Some of the information in this news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements give our current expectations, and contain projections of results of operations or of financial condition, or forecasts of future events. Words such as "may," "should," "assume," "forecast," "position," "predict," "strategy," "expect," "intend," "hope," "plan," "estimate," "anticipate," "could," "believe," "project," "budget," "potential," "likely," or "continue," and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Hi-Crush’s reports filed with the SEC, including those described under Item 1A of Hi-Crush’s Form 10-K for the year ended December 31, 2017 and any subsequently filed 10-Q. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the risk factors in our reports filed with the SEC or the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward looking statements include: the volume of frac sand we are able to sell; the price at which we are able to sell frac sand; the outcome of any pending litigation, claims or assessments, including unasserted claims; changes in the price and availability of natural gas or electricity; changes in prevailing economic conditions; difficulty collecting receivables; statements regarding the Conversion; descriptions of our operations and anticipated future performance following the Conversion; and the risk that we may be unable to obtain unitholder approval for the Conversion or achieve expected benefits of the Conversion, or that it may take longer than expected to achieve those benefits. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. Hi-Crush’s forward-looking statements speak only as of the date made and Hi-Crush undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor contact:
Caldwell Bailey, Lead Investor Relations Analyst
Marc Silverberg, ICR
ir@hicrush.com
(713) 980-6270

Unaudited Consolidated Statements of Operations
(Amounts in thousands, except per unit amounts)
 
Three Months Ended
 
December 31,
 
September 30,
 
2018
 
2017 (a)
 
2018 (a)
Revenues
$
162,235

 
$
216,456

 
$
213,972

Cost of goods sold (excluding depreciation, depletion and amortization)
133,877

 
146,428

 
147,583

Depreciation, depletion and amortization
9,762

 
8,220

 
10,241

Gross profit
18,596

 
61,808

 
56,148

Operating costs and expenses:
 
 
 
 
 
General and administrative expenses
18,582

 
12,023

 
15,634

Accretion of asset retirement obligations
125

 
115

 
124

Other operating expenses
929

 
522

 
631

Income (loss) from operations
(1,040
)
 
49,148

 
39,759

Other income (expense):
 
 
 
 
 
Earnings from equity method investments
1,250


217

 
1,624

Interest expense
(10,140
)
 
(3,105
)
 
(8,012
)
Loss on extinguishment of debt

 
(4,332
)
 
(6,233
)
Net income (loss)
$
(9,930
)
 
$
41,928

 
$
27,138

Earnings (loss) per limited partner unit:
 
 
 
 
 
Basic
$
(0.08
)
 
$
0.48

 
$
0.30

Diluted
$
(0.08
)
 
$
0.47

 
$
0.29


 
Year Ended
 
December 31,
 
2018
 
2017 (a)
Revenues
$
842,840

 
$
602,623

Cost of goods sold (excluding depreciation, depletion and amortization)
577,974

 
438,348

Depreciation, depletion and amortization
38,284

 
29,449

Gross profit
226,582

 
134,826

Operating costs and expenses:
 
 
 
General and administrative expenses
59,328

 
43,667

Accretion of asset retirement obligations
498

 
458

Other operating expenses
2,765

 
865

Other operating income

 
(3,554
)
Income from operations
163,991

 
93,390

Other income (expense):
 
 
 
Earnings from equity method investments
5,184

 
75

Interest expense
(25,347
)
 
(12,971
)
Loss on extinguishment of debt
(6,233
)
 
(4,332
)
Net income
$
137,595

 
$
76,162

Earnings per limited partner unit:
 
 
 
Basic
$
1.46

 
$
0.97

Diluted
$
1.42

 
$
0.96


(a)
Financial information has been recast to include the results attributable to our sponsor and general partner.





Unaudited EBITDA, Adjusted EBITDA and Distributable Cash Flow
(Amounts in thousands)
 
Three Months Ended
 
December 31,
 
September 30,
 
2018
 
2017
 
2018
Reconciliation of distributable cash flow to net income (loss):
 
 
 
 
 
Net income (loss)
$
(9,930
)
 
$
41,928

 
$
27,138

Depreciation and depletion expense
9,901

 
8,357

 
10,373

Amortization expense
1,318

 
419

 
1,215

Interest expense
10,140

 
3,105

 
8,012

EBITDA
11,429

 
53,809

 
46,738

Earnings from equity method investments
(1,250
)
 
(217
)
 
(1,624
)
Loss on extinguishment of debt

 
4,332

 
6,233

Adjusted EBITDA
10,179

 
57,924

 
51,347

Less: Cash interest paid, including accruals
(9,738
)
 
(2,833
)
 
(7,688
)
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (a)
(3,718
)
 
(5,553
)
 
(4,914
)
Add: Accretion of asset retirement obligations
125

 
115

 
124

Add: Unit-based compensation
1,931

 
1,808

 
1,897

Distributable cash flow
(1,221
)
 
51,461

 
40,766

Adjusted for: Distributable cash flow attributable to assets contributed from the sponsor, prior to the period in which the contribution occurred (b)
2,171

 
1,116

 
(725
)
Distributable cash flow attributable to Hi-Crush Partners LP
950

 
52,577

 
40,041

Less: Distributable cash flow attributable to the holder of incentive distribution rights

 
(593
)
 

Distributable cash flow attributable to limited partner unitholders
$
950

 
$
51,984

 
$
40,041


(a)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered through September 30, 2017. Effective October 1, 2017, we increased the estimated reserve replacement cost to $1.85 per ton produced and delivered, due to the addition of our first Kermit facility. Effective January 1, 2019, we revised our estimated reserve replacement cost to $2.10 per ton as a result of completion of construction of our second Kermit facility. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(b)
The Partnership's historical financial information has been recast to consolidate our sponsor and general partner for the periods leading up to their contribution into the Partnership. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow earned during the periods prior to the contribution.







Unaudited EBITDA, Adjusted EBITDA and Distributable Cash Flow
(Amounts in thousands)
 
Year Ended
 
December 31,
 
2018
 
2017
Reconciliation of distributable cash flow to net income:
 
 
 
Net income
$
137,595

 
$
76,162

Depreciation and depletion expense
38,775

 
29,872

Amortization expense
3,374

 
1,681

Interest expense
25,347

 
12,971

EBITDA
205,091

 
120,686

Earnings from equity method investments
(5,184
)
 
(75
)
Loss on extinguishment of debt
6,233

 
4,332

Adjusted EBITDA
206,140

 
124,943

Less: Cash interest paid, including accruals
(24,183
)
 
(10,950
)
Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (a)
(18,868
)
 
(13,742
)
Add: Accretion of asset retirement obligations
498

 
458

Add: Unit-based compensation
7,439

 
5,714

Distributable cash flow
171,026

 
106,423

Adjusted for: Distributable cash flow attributable to assets contributed from the sponsor, prior to the period in which the contribution occurred (b)
2,796

 
6,573

Distributable cash flow attributable to Hi-Crush Partners LP
173,822

 
112,996

Less: Distributable cash flow attributable to the holder of incentive distribution rights
(7,664
)
 

Distributable cash flow attributable to limited partner unitholders
$
166,158

 
$
112,996


(a)
Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered through September 30, 2017. Effective October 1, 2017, we increased the estimated reserve replacement cost to $1.85 per ton produced and delivered, due to the addition of our first Kermit facility. Effective January 1, 2019, we revised our estimated reserve replacement cost to $2.10 per ton as a result of completion of construction of our second Kermit facility. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital.
(b)
The Partnership's historical financial information has been recast to consolidate our sponsor and general partner, Hi-Crush Whitehall LLC and Other Assets for the periods leading up to their contribution into the Partnership. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow earned during the periods prior to the contributions.









Unaudited Consolidated Cash Flow Information
(Amounts in thousands)
 
Year Ended
 
December 31,
 
2018
 
2017 (a)
Operating activities
$
237,303

 
$
83,975

Investing activities
(188,137
)
 
(325,120
)
Financing activities
57,367

 
244,026

Effects of exchange rate on cash
(1
)
 

Net increase in cash
$
106,532

 
$
2,881


(a)
Financial information has been recast to include the financial position and results attributable to our sponsor and general partner.









Unaudited Consolidated Balance Sheets
(Amounts in thousands, except unit amounts)
 
December 31,
 
2018
 
2017 (a)
Assets
 
 
 
Current assets:
 
 
 
Cash
$
114,256

 
$
7,724

Accounts receivable, net
101,029

 
139,486

Inventories
57,089

 
44,272

Prepaid expenses and other current assets
13,239

 
4,969

Total current assets
285,613

 
196,451

Property, plant and equipment, net
1,031,188

 
900,010

Goodwill and intangible assets, net
71,575

 
8,416

Equity method investments
37,354

 
17,475

Other assets
8,108

 
5,877

Total assets
$
1,433,838

 
$
1,128,229

Liabilities, Equity and Partners’ Capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
71,039

 
$
48,289

Accrued and other current liabilities
61,337

 
33,450

Current portion of deferred revenues
19,940

 
4,399

Current portion of long-term debt
2,194

 
4,140

Total current liabilities
154,510

 
90,278

Deferred revenues
9,845

 
7,384

Long-term debt
443,283

 
194,462

Asset retirement obligations
10,677

 
10,179

Other liabilities
8,276

 
156

Total liabilities
626,591

 
302,459

Commitments and contingencies
 
 
 
Equity and partners' capital:
 
 
 
Limited partners interest, 100,874,988 and 89,009,188 units outstanding, respectively
811,477

 
1,239,282

Accumulated other comprehensive loss
(4,230
)
 

Total partners’ capital
807,247

 
1,239,282

Non-controlling interest

 
(413,512
)
Total equity and partners' capital
807,247

 
825,770

Total liabilities, equity and partners' capital
$
1,433,838

 
$
1,128,229

(a)
Financial information has been recast to include the financial position and results attributable to our sponsor and general partner.







Unaudited Per Ton Operating Activity
(Amounts in thousands, except tons and per ton amounts)
 
Three Months Ended
 
December 31,
 
September 30,
 
2018
 
2017
 
2018
Sand sold
1,976,805

 
2,985,115

 
2,775,360

Sand produced and delivered
2,009,855

 
3,001,744

 
2,655,831

Contribution margin
$
28,358

 
$
70,028

 
$
66,389

Contribution margin per ton sold
$
14.35

 
$
23.46

 
$
23.92


 
Year Ended
 
December 31,
 
2018
 
2017
Sand sold
10,407,296

 
8,938,713

Sand produced and delivered
10,198,814

 
9,067,584

Contribution margin
$
264,866

 
$
164,275

Contribution margin per ton sold
$
25.45

 
$
18.38







Unaudited Net Income per Limited Partner Unit
(Amounts in thousands, except units and per unit amounts)
 
Three Months Ended
 
Year Ended
 
December 31,
 
December 31,
Weighted average limited partner units outstanding:
2018
 
2017
 
2018
 
2017
Basic common units outstanding
98,359,616

 
90,201,488

 
91,248,042

 
86,518,249

Potentially dilutive common units

 
1,382,733

 
2,390,138

 
1,382,733

Diluted common units outstanding
98,359,616

 
91,584,221

 
93,638,180

 
87,900,982

Reconciliation of net income (loss) and the assumed allocation of net income (loss) under the two-class method for purposes of computing earnings (loss) per limited partner unit:
 
Three Months Ended December 31, 2018
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$

 
$

Assumed allocation of distribution in excess of loss

 
(9,930
)
 
(9,930
)
Add back recast losses attributable to our sponsor and general partner through October 21, 2018

 
2,218

 
2,218

Assumed allocation of net loss
$

 
$
(7,712
)
 
$
(7,712
)
 
 
 
 
 
 
Loss per limited partner unit - basic
 
 
$
(0.08
)
 
 
Loss per limited partner unit - diluted
 
 
$
(0.08
)
 
 
 
Three Months Ended December 31, 2017
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$
17,802

 
$
17,802

Assumed allocation of earnings in excess of distribution

 
24,126

 
24,126

Add back recast losses attributable to our sponsor and general partner

 
1,250

 
1,250

Assumed allocation of net income
$

 
$
43,178

 
$
43,178

 
 
 
 
 
 
Earnings per limited partner unit - basic
 
 
$
0.48

 
 
Earnings per limited partner unit - diluted
 
 
$
0.47

 
 
 
Year Ended December 31, 2018
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$
7,664

 
$
109,836

 
$
117,500

Assumed allocation of earnings in excess of distributions

 
20,095

 
20,095

Add back recast losses attributable to our sponsor and general partner through October 21, 2018

 
3,195

 
3,195

Assumed allocation of net income
$
7,664

 
$
133,126

 
$
140,790

 
 
 
 
 
 
Earnings per limited partner unit - basic
 
 
$
1.46

 
 
Earnings per limited partner unit - diluted
 
 
$
1.42

 
 





 
Year Ended December 31, 2017
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$
31,457

 
$
31,457

Assumed allocation of earnings in excess of distributions

 
44,705

 
44,705

Add back recast losses attributable to our sponsor and general partner

 
6,372

 
6,372

Add back recast losses attributable to Whitehall and Other Assets through March 15, 2017

 
1,471

 
1,471

Assumed allocation of net income
$

 
$
84,005

 
$
84,005

 
 
 
 
 
 
Earnings per limited partner unit - basic
 
 
$
0.97

 
 
Earnings per limited partner unit - diluted
 
 
$
0.96

 
 


Investor Presentation February 2019 NYSE: HCLP hicrush.com


 
Forward Looking Statements and Non-GAAP Measures No Solicitation This communication relates to the proposed conversion of Hi-Crush Partners LP (the “Partnership”) from a Delaware limited partnership to a Delaware corporation (the”Conversion”). This communication is for informational purposes only and does not constitute a solicitation of any vote or approval, in any jurisdiction, pursuant to the Conversion or otherwise. Important Additional Information In connection with the Conversion, the Partnership has filed with the U.S. Securities and Exchange Commission (“SEC”) a proxy statement. The Conversion will be submitted to the Partnership’s unitholders for their consideration. The Partnership may also file other documents with the SEC regarding the Conversion. The definitive proxy statement will be sent to the unitholders of the Partnership. This document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that the Partnership may file with the SEC or send to unitholders of the Partnership in connection with the Conversion. INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT THAT HAS BEEN FILED REGARDING THE CONVERSION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONVERSION AND RELATED MATTERS. Investors and security holders ARE able to obtain free copies of THE proxy statement and all other documents filed or that will be filed with the SEC by the Partnership through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by the Partnership will be made available free of charge on the Partnership’s website at www.hicrush.com, under the heading “Investors,” or by directing a request to Investor Relations, Hi- Crush Partners LP, 1330 Post Oak Blvd., Suite 600, Houston, TX 77056, Tel. No. (713) 980-6270. Participants in the Solicitation The Partnership is managed and operated by the board of directors and executive officers of its general partner, Hi-Crush GP LLC (our “General Partner”). The Partnership, our General Partner and our General Partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Conversion. Information regarding our General Partner’s directors and executive officers is contained in the Partnership’s Annual Report on Form 10-K for the 2017 fiscal year filed with the SEC on February 20, 2018, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at http://www.sec.gov or by accessing the Partnership’s website at www.hicrush.com. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Conversion by reading the proxy statement regarding the Conversion. You may obtain free copies of this document as described above. Forward-Looking Statements and Cautionary Statements The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Conversion, descriptions of the post-Conversion company and its operations, transition plans, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Conversion, the occurrence of any event, change or other circumstances that could give rise to the abandonment of the proposed Conversion, the possibility that unitholders of the Partnership may not approve the Conversion, risks related to disruption of management time from ongoing business operations due to the Conversion, the risk that any announcements relating to the Conversion could have adverse effects on the market price of the Partnership’s common units, the risk that the Conversion and its announcement could have an adverse effect on the ability of the Partnership to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Conversion could distract management of the Partnership and that the Partnership will incur substantial costs, the risk that problems arise that may result in the post-Conversion company not operating as effectively and efficiently as expected, the risk that the post-Conversion company may be unable to achieve expected benefits of the Conversion or it may take longer than expected to achieve those benefits and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Partnership’s control, including those detailed in the Partnership’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at www.hicrush.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that the Partnership believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Partnership undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Use of Non-GAAP Information This presentation may include non-GAAP financial measures. Such non-GAAP measures are not alternatives to GAAP measures, and you should not consider these non-GAAP measures in isolation or as a substitute for analysis of our results as reported under GAAP. For additional disclosure regarding such non-GAAP measures, including reconciliations to their most directly comparable GAAP measure, please refer to Hi-Crush’s most recent earnings release at www.hicrush.com. 2


 
Business Update 3


 
Hi-Crush’s Unique Service Offering U.S. Smart Covia Emerge Solaris Silica Sand Northern White Sand Facilities In-Basin MINE. Sand Facilities Owned & Operated Terminal Network Containerized Last Mile Solution MOVE. Silo-Based Last Mile Solution Fully-Integrated Last Mile Services E&P Customer MANAGE. Not Publicly Available Base1 51% 1) Based on Q4 2018 volumes 4


 
Latest Business Updates Strategic Development: New Contracts: Completed construction of the second Executed contracts with several new Kermit facility on time and under budget. E&P customers for additional Customer-driven expansion of Wyeville PropStream crews in the Northeast on track for Q1 2019 completion and Northern White supply Kermit Contracts: ® PropStream Expansion: Executed pricing amendments on Completed successful field testing of the certain sand supply agreements FB Atlas conveyor system with an supporting the Kermit complex; existing E&P customer; executed $100mm+ annual EBITDA contribution additional contracts with new and existing expected E&P customers Flexible Operations: Volume Update: Resumed operations at Whitehall and Sales volumes for Q4 2018 were 2.0mm idled Augusta in January 2019 to better tons, reflecting weaker completions meet customer demand from new activity and timing of our customers’ contracts work; expect sales volumes of 2.4 to Strong Balance Sheet: 2.6mm tons in Q1 2019 Suspended quarterly distribution to maintain balance sheet strength, strong liquidity position and flexibility 5


 
Remaining Proactive in Our Evolution STRATEGIC FINANCIAL STRUCTURAL • Expanding our fully- • Strong $172 million • Process for conversion integrated last mile liquidity position; from MLP to a C-Corp offering; the only includes $114 million in progressing integrated last mile cash and $58 million of • Filed preliminary proxy provider offering both undrawn ABL Facility statement with the SEC container and silo-based availability1 on February 5, 2019 solutions • Senior Notes due 2026 • Unitholder vote on • Continuing to increase and ABL Facility have no conversion planned for E&P customer base with maintenance covenants, Q2 2019 51% of volumes sold providing significant direct to E&Ps in Q4 2018 financial flexibility • Remain on track to complete conversion by • Continuing to enhance • Board suspended the end of first half of 2019 last mile service offering, distribution for Q4 2018 including further to maintain strong development of balance sheet position technology 1) Senior secured revolving credit facility (“ABL Facility”) total capacity of $200mm; $58mm reflects available capacity based on borrowing base calculations less outstanding letters of credit as of December 31, 2018 6


 
Q4 2018 Operational Highlights Quarterly Highlights 51% Success in Direct Sales to E&Ps Volumes sold direct to E&P customers • 51% of sales volumes in Q4 2018 sold to E&Ps, up from 40% in Q3 2018 • ~ 60% of currently operating capacity 36% contracted with E&Ps1 Volumes sold through PropStream Kermit Facility Construction • Completed construction of second Kermit facility on time and under budget in Q4 2018; 16 quickly ramping to nameplate capacity PropStream container crews exiting Q4 2018 Shifting Point of Sale • Volumes sold through PropStream in Q4 2018 8 exceeded volumes sold at the minegate PropStream FB silo systems Record Sales Volumes in 2018 deployed exiting Q4 2018 • Sold 10.4 million tons of frac sand for full year 2018, the highest in company history 1) As of January 1, 2019 7


 
Continued Focus on Logistics Expansion Hi-Crush continues to execute on its Mine. Move. Manage. operating strategy through the expansion of its industry-leading proppant logistics platform Platform Evolution • FB Atlas top-fill conveyor system successfully field tested • Positive customer feedback received on diversified last mile silo system offering, resulting in further deployment Operational Improvements • Enhanced operations at Pecos terminal by utilizing land to forward stage sand • Facilitates customer access and minimizes logistics bottlenecks Continued Investment • Investing in systems and technology to enhance customer information flow, product tracking and operational efficiencies • Adding talent to enhance our last mile expertise 8


 
The Premier Last Mile Service with Unrivaled Flexibility PropStream is the industry’s most flexible and only fully-integrated last mile service offering both containers and silos Containers Silo System Flexible wellsite footprint Easy set up in 2 hours Enhanced mobility & flexibility Maximum onsite storage Reduced trucking costs Minimal footprint Fast loading & unloading Fast, innovative top fill option Precise, accurate volume control Up to 27 tons per truckload OSHA-compliant dust control 9


 
Growing Relationships with E&Ps PropStream’s integrated proppant logistics service complements Hi-Crush’s focus on serving E&P customers 1 Container Crews • 51% of Q4 2018 volumes sold direct Silo Systems1 51% to E&Ps % E&P Sales Volumes • Signed agreement with Chesapeake 40% Energy for supply of Northern White 8 sand in the Northeast and Powder 33% River Basin, and deployment of an 31% incremental PropStream container 25% 16 16 crew to the Northeast 14 12 • Signed agreement with CNX 14% 10 Resources for supply of Northern 7% White sand and deployment of 1% 6 incremental FB silo system for their 0% 2 1 4 operations in the Northeast beginning in Q1 2019 • Signed contracts with additional E&P customers for sand and/or services beginning in Q1 2019 1) Reflects crews and deployed systems at the end of each respective quarter 10


 
Hi-Crush Benefits of Aligning with E&P Customers Relationship Driven: Better Visibility: Long project lead times and Closer relationships provide significant capital greater visibility into requirements drive E&Ps to constantly-evolving activity, value strategic relationships demand trends and market with suppliers who offer fundamentals differentiated solutions Growth Opportunity: Less Volatility: Addressing E&Ps’ currently Partnering with the right E&P underserved need for a customers reduces volatility as direct-sourced, preferred drilling and completion provider of flexible, full- programs are more consistent scope proppant and through commodity cycles logistics solutions 11


 
E&P Customer Benefits of Aligning with Hi-Crush Aligning with Hi-Crush supports enhanced operations and efficiency Dedicated frac sand Optionality in last mile Diversification across provider with sand, and in-basin delivery regions from operations in silos and containers points multiple basins Integrated production Reliable supply from Safety record unmatched and delivery process meet multiple production facilities in industry long planning cycles The Result… “We have typically sourced sand directly through our frac vendor, but we saw an opportunity here with Hi-Crush to gain efficiencies and improve our operations through integrated sand and logistics services – and we took it.” - Chief Operating Officer, CNX Resources 12


 
Maintaining Capital Discipline . Cash balance at the end of 2018 exceeds expected 2019 carryover growth Maintaining capex and maintenance capex by $50 million Capex . Flexibility Discretionary growth capex in 2019 is flexible based on customer demand and market conditions Optimizing . Focusing investment in last mile technology and solutions Company . Operations Resumed Whitehall, idled Augusta due to contracted customer demand . Managing Relentless focus on cost management and efficiency across operations Costs . Aligning G&A, including personnel, to fit business model and logistics focus Suspending . Maintains balance sheet strength and financial flexibility Quarterly . Distribution Strong cash position and liquidity 13


 
Sustainable Capital Position Balance sheet flexibility enables Hi-Crush to respond to changing market dynamics and opportunities Strong Flexible Conservative Cash & liquidity Capital position Leverage $114mm1 No $445mm / $331mm1 Cash Position Maintenance Covenants Total Debt / Net Debt No No 2.2x1 ABL Borrowings Principal Payments2 Total Debt / LTM EBITDA 2019 discretionary growth capex of $45-55 million is flexible with customer demand and market conditions 1) As of December 31, 2018 2) ABL Facility matures 2023; Senior Notes due 2026; interest payments of $21.4mm due each February and August 14


 
Liquidity Position Alone Covers Obligations More than ample liquidity to meet 2019 capital uses 2019 EBITDA ABL Facility Discretionary availability1 growth capex Maintenance capex 2018 carryover Cash2 growth capex Debt service (+) Sources 2019 (-) Uses 1) ABL Facility has total capacity of $200mm; chart reflects available capacity based on borrowing base calculations less outstanding letters of credit as of December 31, 2018 2) As of December 31, 2018 15


 
Corporate Conversion Process Update Simplify Current Corporate Structure Remove structural hurdles to conversion and align interests of management and the unitholders Determine Optimal Conversion Structure Due diligence to determine how to eliminate or minimize any tax implications for unitholders Issue Proxy Statement* Proxy statement to outline company strategy post-conversion and any potential tax implications Unitholder Vote Unitholders of record to vote on proposed conversion to C-Corporation Conversion to C-Corporation Upon approval from unitholders, finalize conversion to C-Corporation and issue shares of common stock Finalize Governance Structure Following conversion, finalize corporate governance structure to enhance shareholder participation *Filed preliminary proxy statement with the SEC on February 5, 2019 Conversion to C-Corporation expected to be completed in 1H 2019 16


 
Business Overview


 
A Differentiated Platform for Growth We provide our customers with the high-quality, cost-effective proppant and logistics services they require, when and where needed MINE. MOVE. MANAGE. • 17.3mm TPY pro-forma • Largest owned and operated • Fully-integrated, mine to annual production capacity1 terminal network in the wellsite supplier of frac sand • High-quality Northern White industry and logistics solutions and in-basin Permian • Origins and destination • Our PropStream proprietary reserves ownership provides cost- last mile logistics solution • Industry-leading production effective service to all major delivers sand to the wellsite cost profile U.S. oil and gas basins • Following acquisition of FB • Partnering with preferred Industries, Hi-Crush is the only trucking providers for last mile provider to offer both logistics to ensure efficiency container and silo solutions 1) Includes 850k TPY Wyeville expansion expected to be operational in Q1 2019; also includes 2.86mm TPY Augusta facility, which is temporarily idled 18


 
MINE: Capacity to Meet Customer Needs Kermit Wyeville Blair Whitehall Augusta3 Capacity1 6.00mm TPY 2.70mm TPY 2.86mm TPY 2.86mm TPY 2.86mm TPY Permian Northern Northern Northern Northern Type Pearl White White White White Reserve Life1, 2 17 years 27 years 39 years 30 years 15 years Direct to Union Canadian Canadian Union Takeaway Truck Pacific National National Pacific Location West Texas Wisconsin Wisconsin Wisconsin Wisconsin Site 1) Wyeville capacity and reserve life calculations are pro-forma for expansion expected to be completed in Q1 2019 2) Reserve life estimates based on reserve reports prepared by JT Boyd as of December 31, 2018 3) Augusta facility temporarily idled in January 2019 19


 
MOVE: Owned and Operated Logistics Network Wisconsin Logistics Network Bakken Augusta • Ensures customer service priority and quality, and Blair lowers cost to deliver Whitehall volumes in basin by Marcellus / avoiding transload fees Wyeville Utica paid to third-party service providers • Provides flexibility to address changing demand DJ Basin dynamics, allows for increased profitability from third-party sand transactions, and Kermit Complex proactively mitigates Northern White Sand Facility Permian SCOOP / impacts of potential STACK In-Basin Sand Facility bottlenecks Existing Terminal (HCLP owned) Haynesville Existing Terminal (Third party) Eagle Ford Note: Map does not reflect all third party terminals utilized by Hi-Crush to deliver sand to customers 20


 
MANAGE: Flexible Solutions for Our Customers E&P MINE. MOVE. MANAGE. Customer Priorities • Our ability to offer customers the option of container- and silo-based last mile Surety of solution enables optimization of logistics for each wellsite Supply • FB Industries’ silo solution offers increased capacity for onsite storage, while PropStream containers allow for more flexible delivery and wellsite management • Our integrated container and silo offering completely eliminates need for Asset pneumatic trucks, improving asset turns and driving cost savings Utilization • Flexible offering allows customers to structurally reduce their costs by & ROI choosing the last mile solution best suited for individual wellsite environments • Completely enclosed containerized delivery system and top-fill conveyor Health & solution for silo system meet all OSHA regulations, eliminate use of pneumatic Safety trailers and reduce overall wellsite traffic • Facilitates improved wellsite environment through noise reduction 21


 
Financial Results & Outlook 22


 
Financial & Operating Outlook Metric Guidance Value Period Quarterly sales volumes 2.4 – 2.6 million tons Q1 2019 Capital expenditures: 2018 carryover growth capex $30 – $35 million 1H 2019 Maintenance capex $25 – $30 million FY 2019 Discretionary growth capex $45 – $55 million FY 2019 DD&A expense $9 – $10 million Q1 2019 G&A expenses $14 – $15 million Q1 2019 23


 
Q4 2018 Volume Update 000s tons 3,500 Quarterly Volumes Sold 3,000 Quarterly Nameplate Capacity 2,985 3,038 2,775 2,500 2,618 2,456 2,000 2,113 1,977 1,500 1,482 1,409 1,359 1,385 1,181 1,195 1,190 1,209 1,000 1,083 1,024 963 898 849 500 0 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 • 51% of volumes sold direct to E&P customers in Q4 2018 • Reduced volumes reflect increased pressure on Northern White from growing in-basin supply, and reduced demand due to E&P budget exhaustion and completions timing within our customer base • Strong volumes from the existing Kermit facility; volumes delivered from the second Kermit facility beginning in January 2019 and expected to ramp to full capacity in March 2019 24


 
Key Financial Metrics $ in 000s, except per ton Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Revenues $ 216,456 $ 218,113 $ 248,520 $ 213,972 $ 162,235 Adjusted EBITDA1 $ 57,924 $ 64,062 $ 80,552 $ 51,347 $ 10,179 Average selling price ($/ton) $ 71 $ 73 $ 70 $ 64 $ 58 Sales volumes (tons) 2,985,115 2,617,627 3,037,504 2,775,360 1,976,805 Contribution margin ($/ton)2 $ 23.46 $ 29.08 $ 30.94 $ 23.92 $ 14.35 • Revenues lower due to reduced pricing and volumes • Adjusted EBITDA reduced to $10.2 million, driven by lower pricing on Northern White tons and decreased sales volumes • Sequential volume decline driven by increased pressure on Northern White from growing in-basin supply, and reduced demand due to E&P budget exhaustion and customers’ completions timing • Contribution margin per ton of $14.35, in-line with guidance during challenged market environment due to ongoing focus on cost control and ability to most efficiently utilize production assets 1) Adjusted EBITDA is defined as net income plus depreciation, depletion and amortization and interest expense, net of interest income adjusted for earnings from equity method investments, loss on extinguishment of debt and any non-cash impairments of long-lived assets 2) Contribution margin is defined as total revenues less costs of goods sold excluding depreciation, depletion and amortization. Contribution margin excludes other operating expenses and income, including costs not directly associated with the operations of our business such as accounting, human resources, information technology, legal, sales and other administrative activities 25


 
Q4 2018 Summary – Statements of Operations Unaudited Quarterly Consolidated Statements of Operations (Amounts in thousands, except per unit amounts) Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Revenues $ 216,456 $ 218,113 $ 248,520 $ 213,972 $ 162,235 Cost of goods sold (excluding depreciation, depletion and amortization) 146,428 141,983 154,531 147,583 133,877 Depreciation, depletion and amortization 8,220 7,799 10,482 10,241 9,762 Gross profit 61,808 68,331 83,507 56,148 18,596 Operating costs and expenses: General and administrative expenses 12,023 11,446 13,666 15,634 18,582 Accretion of asset retirement obligations 115 126 123 124 125 Other operating expenses 522 1,021 184 631 929 Income (loss) from operations 49,148 55,738 69,534 39,759 (1,040 ) Other income (expense): Earnings from equity method investments 217 1,166 1,144 1,624 1,250 Interest expense (3,105 ) (3,473 ) (3,722 ) (8,012 ) (10,140 ) Loss on extinguishment of debt (4,332 ) — — (6,233 ) — Net income (loss) $ 41,928 $ 53,431 $ 66,956 $ 27,138 $ (9,930 ) Earnings (loss) per limited partner unit: Basic $ 0.48 $ 0.60 $ 0.68 $ 0.30 $ (0.08 ) Diluted $ 0.47 $ 0.59 $ 0.67 $ 0.29 $ (0.08 ) Note: Financial information has been recast to include the financial position and results attributable to our sponsor and general partner 26


 
Q4 2018 Summary – EBITDA, Adjusted EBITDA, DCF Unaudited EBITDA, Adjusted EBITDA and Distributable Cash Flow (Amounts in thousands) Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Reconciliation of distributable cash flow to net income: Net income (loss) $ 41,928 $ 53,431 $ 66,956 $ 27,138 $ (9,930) Depreciation and depletion expense 8,357 7,903 10,598 10,373 9,901 Amortization expense 419 421 420 1,215 1,318 Interest expense 3,105 3,473 3,722 8,012 10,140 EBITDA 53,809 65,228 81,696 46,738 11,429 Earnings from equity method investments (217) (1,166) (1,144) (1,624) (1,250) Loss on extinguishment of debt 4,332 — — 6,233 — Adjusted EBITDA 57,924 64,062 80,552 51,347 10,179 Less: Cash interest paid, including accruals (2,833) (3,278) (3,479) (7,688) (9,738) Less: Maintenance and replacement capital expenditures, including accrual for reserve replacement (1) (5,553) (4,675) (5,561) (4,914) (3,718) Add: Accretion of asset retirement obligations 115 126 123 124 125 Add: Unit-based compensation 1,808 1,801 1,810 1,897 1,931 Distributable cash flow 51,461 58,036 73,445 40,766 (1,221) Adjusted for: Distributable cash flow attributable to assets contributed from the sponsor, prior to the period in which the contribution occurred (2) 1,116 414 936 (725) 2,171 Distributable cash flow attributable to Hi-Crush Partners LP 52,577 58,450 74,381 40,041 950 Less: Distributable cash flow attributable to the holder of incentive distribution rights (593) (2,047) (7,821) — — Distributable cash flow attributable to limited partner unitholders $ 51,984 $ 56,403 $ 66,560 $ 40,041 $ 950 1) Maintenance and replacement capital expenditures, including accrual for reserve replacement, were determined based on an estimated reserve replacement cost of $1.35 per ton produced and delivered through September 30, 2017. Effective October 1, 2017, we increased the estimated reserve replacement cost to $1.85 per ton produced and delivered, due to the addition of our Kermit facility. Such expenditures include those associated with the replacement of equipment and sand reserves, to the extent that such expenditures are made to maintain our long-term operating capacity. The amount presented does not represent an actual reserve account or requirement to spend the capital 2) The Partnership's historical financial information has been recast to consolidate our sponsor and general partner for the periods leading up to their contribution into the Partnership. For purposes of calculating distributable cash flow attributable to Hi-Crush Partners LP, the Partnership excludes the incremental amount of recast distributable cash flow earned during the periods prior to the contribution 27


 
Fortress Balance Sheet Strong liquidity and financial flexibility, no maturities before 2023 and no maintenance covenants $ in 000s December 31, 2017 December 31, 2018 Cash $ 7,724 $ 114,256 Revolver/ABL Facility $ - $ - Term loan1 194,365 - Senior unsecured notes2 - 440,625 Other notes payable 4,237 4,852 Total debt $ 198,602 $ 445,477 Net debt $ 190,878 $ 331,221 Revolver/ABL Facility availability3,4 $ 104,334 $ 58,177 Total liquidity $ 112,058 $ 172,433 1) Senior secured term loan: $200mm original face value at L+3.75% subject to a 0.25% rate increase during any period the Partnership does not have a public corporate family rating of B2 or higher from Moody’s; rated B3 and B- by Moody’s and Standard & Poor’s, respectively; presented net of discounts and issuance costs 2) Senior unsecured notes: $450mm par value at 9.50%; presented net of issuance costs 3) Revolving credit agreement at December 31, 2017: $104.3mm available at L+2.75% ($125mm capacity less $20.7mm of LCs) 4) ABL Facility at December 31, 2018: $58.2mm available at L+2.25% ($79.6mm borrowing base less $21.4mm of LCs) 28


 
Investor Contacts Caldwell Bailey Lead Analyst, Investor Relations Marc Silverberg Managing Director (ICR, Inc.) Phone: (713) 980-6270 E-mail: ir@hicrush.com 29


 


Exhibit 99.3
HICRUSHLPA05.JPG
News Release

Hi-Crush Partners LP Announces Special Meeting of Unitholders for Proposed Conversion and Record Date

HOUSTON, February 5, 2019 - Hi-Crush Partners LP (NYSE: HCLP), "Hi-Crush" or the "Partnership," today announced that it has set a record date of February 19, 2019 for and in advance of a special meeting of its unitholders with respect to the proposed conversion of Hi-Crush from a Delaware limited partnership to a Delaware corporation (the "Conversion"). The date, time and location of the special meeting will be announced when it is set by the Board of Directors. The Partnership has filed a preliminary proxy statement regarding the special meeting with the U.S. Securities and Exchange Commission (the "SEC").

The Partnership’s unitholders of record at the close of business on February 19, 2019 will be entitled to receive notice of the special meeting and to vote at the special meeting. Subject to receipt of unitholder approval, the Partnership currently expects to complete the Conversion shortly following conclusion of the special meeting. Upon completion of the Conversion, Hi-Crush is expected to be renamed "Hi-Crush Inc." and its common stock will be listed for trade on the New York Stock Exchange under the ticker symbol "HCR."

About Hi-Crush

Hi-Crush is a fully integrated, strategic provider of proppant and logistics solutions to the North American petroleum industry. We provide mine-to-wellsite logistics services that optimize proppant supply to customers in all major oil and gas basins in the United States, and own and operate multiple frac sand mining facilities and in-basin terminals. Our PropStream service, offering both container- and silo-based wellsite delivery and storage systems, provides the highest level of flexibility, safety and efficiency in managing the full scope and value of the proppant supply chain.  Visit HiCrush.com.

No Solicitation

This communication relates to the Conversion. This communication is for informational purposes only and does not constitute a solicitation of any vote or approval, in any jurisdiction, pursuant to the Conversion or otherwise.

Important Additional Information

In connection with the Conversion, the Partnership has filed with the SEC a proxy statement. The Conversion will be submitted to Partnership’s unitholders for their consideration. The Partnership may also file other documents with the SEC regarding the Conversion. The definitive proxy statement will be sent to the unitholders of the Partnership. This document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that the Partnership may file with the SEC or send to unitholders of the Partnership in connection with the Conversion. INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT THAT HAS BEEN FILED REGARDING THE CONVERSION AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONVERSION AND RELATED MATTERS.

Investors and security holders are able to obtain free copies of proxy statement and all other documents filed or that will be filed with the SEC by the Partnership through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by the Partnership will be made available free of charge on the Partnership’s website at www.hicrush.com, under the heading "Investors," or by directing a request to Investor Relations, Hi-Crush Partners LP, 1330 Post Oak Blvd., Suite 600, Houston, TX 77056, Tel. No. (713) 980-6270.

Participants in the Solicitation

The Partnership is managed and operated by the board of directors and executive officers of its general partner, Hi-Crush GP LLC (our "General Partner"). The Partnership, our General Partner and our General Partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Conversion.






Information regarding our General Partner’s directors and executive officers is contained in the Partnership’s Annual Report on Form 10-K for the 2017 fiscal year filed with the SEC on February 20, 2018, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at http://www.sec.gov or by accessing the Partnership’s website at www.hicrush.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Conversion by reading the proxy statement regarding the Conversion. You may obtain free copies of this document as described above.

Forward-Looking Statements and Cautionary Statements

The foregoing contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "create," "intend," "could," "may," "foresee," "plan," "will," "guidance," "look," "outlook," "goal," "future," "assume," "forecast," "build," "focus," "work," "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Conversion, descriptions of the post-Conversion company and its operations, transition plans, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Conversion, the occurrence of any event, change or other circumstances that could give rise to the abandonment of the proposed Conversion, the possibility that unitholders of the Partnership may not approve the Conversion, risks related to disruption of management time from ongoing business operations due to the Conversion, the risk that any announcements relating to the Conversion could have adverse effects on the market price of the Partnership’s common units, the risk that the Conversion and its announcement could have an adverse effect on the ability of the Partnership to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Conversion could distract management of the Partnership and that the Partnership will incur substantial costs, the risk that problems arise that may result in the post-Conversion company not operating as effectively and efficiently as expected, the risk that the post-Conversion company may be unable to achieve expected benefits of the Conversion or it may take longer than expected to achieve those benefits and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Partnership’s control, including those detailed in the Partnership’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at www.hicrush.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that the Partnership believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Partnership undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Investor contact:
Caldwell Bailey, Lead Investor Relations Analyst
Marc Silverberg, ICR
ir@hicrush.com
(713) 980-6270