Hi-Crush Partners LP : Hi-Crush Partners LP Announces Entry into Acquisition Agreement with Leading Frac Sand Distributor D&I

 Hi-Crush Partners LP : Hi-Crush Partners LP Announces Entry into Acquisition
         Agreement with Leading Frac Sand Distributor D&I Silica, LLC

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Press Release

     Hi-Crush Partners LP Announces Entry into Acquisition Agreement with
                Leading Frac Sand Distributor D&I Silica, LLC

           Acquisition Will Transform Hi-Crush by Doubling in Size,
    Diversifying Revenue Streams and Driving Organic Growth Opportunities

                                      

Houston, Texas - May 14, 2013 - Hi-Crush Partners LP (NYSE: HCLP), or
Hi-Crush, announced today that it has entered into a definitive agreement to
acquire independent frac sand distributor D&I Silica, LLC (D&I), transforming
Hi-Crush into an integrated producer, transporter, marketer and distributor of
high-quality Northern White frac sand.

Under the terms of the agreement, Hi-Crush will acquire D&I for $95 million in
cash and 1.579 million units priced at $19 for total consideration of
approximately $125 million. The combination of Hi-Crush and D&I is expected
to be completed during the second quarter of 2013, subject to regulatory
approval and customary closing conditions. The combined company's pro forma
2012 revenues would be approximately $180 million, with $66 million of
operating income and operating income margins of approximately 37%.

Founded in 2006, D&I is the largest independent frac sand distributor to the
oil and gas industry drilling in the Marcellus and Utica shales. D&I has 98
employees and operates through an extensive logistics network of rail-served
origin and destination terminals in the Midwest near supply sources and
strategically located throughout Pennsylvania, Ohio and New York.

The transaction will significantly expand Hi-Crush's logistics reach making it
the largest distribution network in the Marcellus and Utica shales. The
network includes twelve destination terminals across the Marcellus and Utica,
a network of five Midwest origin transload terminals serviced by rail, and
terminal facilities close to the wellhead, and long-term relationships with
multiple suppliers and railroads. D&I is the largest midstream provider of
proppants in North America that can source, ship and distribute proppants on
every mainline railroad in the country. D&I handles traffic with four
mainline railroads into the Marcellus and Utica. These mainlines connect with
a network of short-line railroads to form one integrated system with the
greatest amount of terminal capacity in the region. In addition, D&I brings a
long-term relationship with a producer of Northern White frac sand that will
supply Hi-Crush with frac sand at attractive prices. The combined company
will double the size of Hi-Crush's employee base, geographic footprint and
asset base.

Bob Rasmus, Co-Chief Executive Officer of Hi-Crush, said, "We are very excited
to bring the Hi-Crush and D&I teams together as this transaction will enhance
our long-term revenue growth, margin potential and market share, creating
substantial value for our unit holders. Our businesses are highly
complementary, bringing together the leading independent frac sand distributor
in the Marcellus and Utica shales with a pure-play low-cost, domestic producer
of premium monocrystalline sand. This transaction will transform our business
model and customer service capabilities as we expand and improve our logistics
and distribution network and take our expertise into other shale plays. We
are now well-positioned to deliver our high-quality sand where, when and how
our customers want it, and at the best price."

Rasmus added, "This transaction also gives us a clear path to grow
distributions to our unit holders. We anticipate starting distribution
increases as early as the one paid for the fourth quarter of this year,
assuming the transaction closes in the second quarter."

"We are pleased to find a high-quality partner in Hi-Crush and look forward to
combining our capabilities, infrastructure and human capital to continue to
grow the business," said Bill Fehr, D&I Co-Founder and Managing Member. "The
combination will deliver clear benefits for both companies' customers who will
see improved service and operational efficiencies."

Jim Whipkey, Co-Chief Executive Officer of Hi-Crush, concluded, "Proppants are
playing a critical role in the shale gas revolution and demand for proppants
is growing faster than shale drilling activities, creating attractive growth
opportunities. We are seeing increasing demand and market preference for
premium white sand as well complexity continues to increase. With D&I,
Hi-Crush will be even better positioned to gain market share and deliver unit
holder value as we become a more nimble company that can readily meet our
customers' needs."

UBS Securities LLC was Hi-Crush's sole financial advisor in the transaction.
Cowen and Company LLC advised D&I Silica, LLC.

For further information regarding all terms and conditions contained in the
purchase agreement, please see Hi-Crush's current report on Form 8-K, which
will be filed with the Securities and Exchange Commission in connection with
this transaction.

About Hi-Crush

Hi-Crush is a domestic producer of monocrystalline sand, a specialized mineral
that is used as a "proppant" (frac sand) to enhance the recovery rates of
hydrocarbons from oil and natural gas wells. Our reserves, which are located
in Wyeville, Wisconsin, consist of "Northern White" sand, a resource that
exists predominately in Wisconsin and limited portions of the upper Midwest
region of the United States. For more information, visit
www.hicrushpartners.com.

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 may contain projections of results of operations or of
financial condition, or forecasts of future events. Words such as "may,"
"assume," "forecast," "position," "predict," "strategy," "expect," "intend,"
"plan," "estimate," "anticipate," "could," "will", "believe," "project,"
"budget," "potential," 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 Securities and
Exchange Commission ("SEC"), including those described under Item 1A of
Hi-Crush's Form 10-K for the fiscal year ended December 31, 2012 and any
subsequently filed Form 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; changes in
the price and availability of natural gas or electricity; changes in
prevailing economic conditions; and difficulty collecting receivables. 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:
Investor Relations
ir@hicrushpartners.com
(713) 960-4811

Media Contact:
Phil Denning, ICR, LLC
phil.denning@icrinc.com
(203) 682-8246

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information contained therein.

Source: Hi-Crush Partners LP via Thomson Reuters ONE
HUG#1701444
 
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