F1This Form 4 is being filed jointly by Hi-Crush Proppants LLC ("Proppants"), Avista Capital Partners II, LP ("ACP II"), Avista Capital Partners (Offshore) II-A, LP ("ACP Off II-A"), Avista Capital Partners (Offshore) II, LP ("ACP Off II"), ACP HIP Splitter, LP ("HIP Splitter"), ACP HIP Splitter (Offshore), LP ("HIP Splitter Off") and Avista Capital Partners II GP, LLC ("ACP II GP"). ACP II, ACP Off II-A and ACP Off II own 58% of the membership interests of Proppants through HIP Splitter and HIP Splitter Off. Each of ACP II, ACP Off II-A and ACP Off II is controlled by ACP II GP, its general partner. ACP II, ACP Off II-A, ACP Off II, HIP Splitter, HIP Splitter Off and ACP II GP may therefore be deemed to beneficially own securities of Hi-Crush Partners LP (the "Issuer") owned directly or indirectly by Proppants.
F2On August 31, 2016, the Issuer entered into and consummated the transactions (the "Acquisition") contemplated by a Contribution Agreement (the "Contribution Agreement"), dated August 9, 2016, between the Issuer and Proppants. Pursuant to the Contribution Agreement, Proppants contributed to the Issuer all of the issued and outstanding limited liability company interests in Hi-Crush Blair LLC, which owns 1,285-acres of Northern White reserves, with a plant processing capacity of approximately 2.86 million tons of 20/100 frac sand per year, in exchange for (i) cash consideration of $75 million, (ii) 7,053,292 common units representing limited partnership interests in the Issuer and (iii) up to $10 million of contingent earnout consideration.

Remarks

Proppants has the right to appoint all of the directors of the Board of Directors of the General Partner of the Issuer, Hi-Crush GP LLC. Therefore, each of Proppants, ACP II, ACP Off II- A, ACP Off II, HIP Splitter Off and ACP II GP may be deemed a director by deputization.