Filing Details
- Accession Number:
- 0001193125-17-201592
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-12 17:25:56
- Filed By:
- Hi-crush Proppants Llc
- Company:
- Hi-Crush Inc. (NYSE:HCR)
- Filing Date:
- 2017-06-12
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| 0 | 0 | 0 | 0 | 0 | 0% | |
| 0 | 11,876,511 | 0 | 11,876,511 | 0 | 0% | |
| 0 | 0 | 0 | 0 | 0 | 0% | |
| 0 | 0 | 0 | 0 | |||
| 0 | 0 | 0 | 0 | |||
| 0 | 8,434,424 | 0 | 8,434,424 | |||
| 0 | 3,442,087 | 0 | 3,442,087 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Hi-Crush Partners LP
(Name of Issuer)
Common Units representing limited partner interests
(Title of Class of Securities)
428337 109
(CUSIP Number)
May 5, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Hi-Crush Proppants LLC 27-3830770 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)(2)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
Page 2
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Avista Capital Partners II GP, LLC 26-2708016 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
11,876,511 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
11,876,511 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
11,876,511 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)(2)
13.049% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 11,876,511 common units representing limited partner interests in Hi-Crush Partners LP. |
| (2) | Based on 91,017,937 common units outstanding as of May 11, 2017. |
Page 3
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Avista Capital Partners II, L.P. 26-2708127 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Page 4
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Avista Capital Partners (Offshore) II, L.P. 98-0588109 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Page 5
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Avista Capital Partners (Offshore) II-A, LP 98-0644474 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Page 6
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
ACP HIP Splitter, LP 45-2258843 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
8,434,424 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
8,434,424 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
8,434,424 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)(2)
9.27% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 8,434,424 common units representing limited partner interests in Hi-Crush Partners LP. |
| (2) | Based on 91,017,937 common units outstanding as of May 11, 2017. |
Page 7
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
ACP HIP Splitter (Offshore), LP 45-2259269 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,442,087 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,442,087 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
3,442,087 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)(2)
3.78% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 3,442,087 common units representing limited partner interests in Hi-Crush Partners LP. |
| (2) | Based on 91,017,937 common units outstanding as of May 11, 2017. |
Page 8
| Item 1. | Security and Issuer |
This Amendment No. 3 to Schedule 13D (this Amendment) of the Reporting Persons (as defined below) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on February 17, 2015 (the Original Schedule 13D). The Issuers principal executive offices are located at Three Riverway, Suite 1350, Houston, Texas 77056. Unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Original Schedule 13D.
| Item 2. | Identity and Background |
Item 2 of the Original Schedule 13D is hereby amended and restated as follows:
(a), (f) This Amendment is being filed jointly by:
| (i) | the Proppants Reporting Person, consisting of: |
| Hi-Crush Proppants LLC, a Delaware limited liability company; |
and
| (ii) | the Avista Reporting Persons, consisting of: |
| Avista Capital Partners II GP, LLC, a Delaware limited liability company; |
| Avista Capital Partners II, L.P., a Delaware limited partnership; |
| Avista Capital Partners (Offshore) II, L.P., a Bermuda limited partnership; |
| Avista Capital Partners (Offshore) II-A, LP, a Bermuda limited partnership; |
| ACP HIP Splitter, LP, a Delaware limited partnership; and |
| ACP HIP Splitter (Offshore), LP, a Delaware limited partnership. |
The Proppants Reporting Person and the Avista Reporting Persons are collectively referred to herein as the Reporting Persons.
(b) The principal business office for the Proppants Reporting Person is Three Riverway, Suite 1350, Houston, Texas 77056. The principal business office for each of the Avista Reporting Persons is c/o Avista Capital Partners, 65 East 55th Street, 18th Floor, New York, New York 10022.
(c) Information with respect to the executive officers and directors of each of the Reporting Persons, including name, business address, present principal occupation or employment, the organization in which such employment is conducted and citizenship, is listed on Schedule A attached hereto, which is incorporated in this Amendment by reference.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any executive officer or director of the Reporting Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Page 9
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
On May 5, 2017, Hi-Crush Proppants LLC (Proppants) distributed all of its common units representing limited partner interests (the Common Units) to its members as an in-kind distribution (the Distribution). As a result of the Distribution, Proppants, Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P. and Avista Capital Partners (Offshore) II-A, LP no longer hold any Common Units.
As of May 22, 2017, Proppants owned all of the incentive distribution rights and wholly owns Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Issuer (the Issuer GP). Hi-Crush Proppants LLC is the sole member of the Issuer GP and has the power to elect all of the members of the board of directors of the Issuer GP. Certain individuals, including officers and directors of Proppants and the Issuer GP serve as officers and/or directors of one or more of such entities.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and restated as follows:
The Common Units held by ACP HIP Splitter, LP, ACP HIP Splitter (Offshore), LP and Avista Capital Partners II GP, LLC are held for investment purposes.
(a)-(j) The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)-(b) The percent of class provided for each reporting person below is based on 91,017,937 common units outstanding as of May 11, 2017.
| 1. | Hi-Crush Proppants LLC |
| a. | Amount beneficially owned: 0 |
| b. | Percent of class: 0% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 0 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 0 |
| 2. | Avista Capital Partners II GP, LLC |
| a. | Amount beneficially owned: 11,876,511 |
| b. | Percent of class: 13.049% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
Page 10
| ii. | Shared power to vote or to direct the vote: 11,876,511 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 11,876,511 |
| 3. | Avista Capital Partners II, L.P. |
| a. | Amount beneficially owned: 0 |
| b. | Percent of class: 0% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 0 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 0 |
| 4. | Avista Capital Partners (Offshore) II, L.P. |
| a. | Amount beneficially owned: 0 |
| b. | Percent of class: 0% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 0 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 0 |
| 5. | Avista Capital Partners (Offshore) II-A, LP |
| a. | Amount beneficially owned: 0 |
| b. | Percent of class: 0% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 0 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 0 |
| 6. | ACP HIP Splitter, LP |
| a. | Amount beneficially owned: 8,434,424 |
| b. | Percent of class: 9.27% |
Page 11
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 8,434,424 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 8,434,424 |
| 7. | ACP HIP Splitter (Offshore), LP |
| a. | Amount beneficially owned: 3,442,087 |
| b. | Percent of class: 3.78% |
| c. | Number of units as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or to direct the vote: 3,442,087 |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 3,442,087 |
ACP HIP Splitter, LP and ACP HIP Splitter (Offshore), LP each hold common units representing limited partner interests in the Issuer. Each of ACP HIP Splitter, LP and ACP HIP Splitter (Offshore), LP is controlled by Avista Capital Partners II GP, LLC and therefore Avista Capital Partners II GP, LLC may be deemed a beneficial owner of the common units held by ACP HIP Splitter, LP and ACP HIP Splitter (Offshore), LP.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Page 12
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.
Dated: June 12, 2017
| HI-CRUSH PROPPANTS LLC | ||
| By: | /s/ Mark C. Skolos | |
| Name: | Mark C. Skolos | |
| Title: | General Counsel and Secretary | |
| AVISTA CAPITAL PARTNERS II GP, LLC | ||
| By: | /s/ Ben Silbert | |
| Name: | Ben Silbert | |
| Title: | General Counsel | |
| AVISTA CAPITAL PARTNERS II, L.P. | ||
| By: | Avista Capital Partners II GP, LLC, | |
| its general partner | ||
| By: | /s/ Ben Silbert | |
| Name: | Ben Silbert | |
| Title: | General Counsel | |
| AVISTA CAPITAL PARTNERS (OFFSHORE) II, L.P. | ||
| By: | Avista Capital Partners II GP, LLC, | |
| its general partner | ||
| By: | /s/ Ben Silbert | |
| Name: | Ben Silbert | |
| Title: | General Counsel | |
| AVISTA CAPITAL PARTNERS (OFFSHORE) II-A, L.P. | ||
| By: | Avista Capital Partners II GP, LLC, | |
| its general partner | ||
| By: | /s/ Ben Silbert | |
| Name: | Ben Silbert | |
| Title: | General Counsel | |
| ACP HIP SPLITTER, LP | ||
| By: | Avista Capital Partners II, L.P., | |
| its general partner | ||
| By | Avista Capital Partners II GP, LLC, | |
| its general partner | ||
| By: | /s/ Ben Silbert | |
| Name: | Ben Silbert | |
| Title: | General Counsel | |
[Signature Page Schedule 13D]
| ACP HIP SPLITTER (OFFSHORE), LP | ||
| By: | Avista Capital Partners II, L.P., | |
| its general partner | ||
| By: | Avista Capital Partners II GP, LLC, | |
| its general partner | ||
| By: | /s/ Ben Silbert | |
| Name: | Ben Silbert | |
| Title: | General Counsel | |
[Signature Page Schedule 13D]
SCHEDULE A
The name and business address of each of the executive officers and directors of the Reporting Persons are set forth below. The present principal occupation or employment of each of the executive officers and directors of the Reporting Persons also set forth below (outside of similar positions held with respect to other entities directly or indirectly managed or advised by the Issuer or the Reporting Persons).
Avista Capital Partners II GP, LLC
| Name | Present Principal Occupation or Employment | Business Address | Citizenship | Amount of Common Units Beneficially Owned | ||||||||
| Thompson Dean | Co-Chief Executive Officer of Avista Capital Partners | (1) | United States | |||||||||
| Steven Webster | Co-Chief Executive Officer of Avista Capital Partners | (2) | United States | |||||||||
| David Burgstahler | President of Avista Capital Partners | (1) | United States | |||||||||
| David Durkin | Partner of Avista Capital Partners | (1) | United States | |||||||||
| Sriram Venkataraman | Partner of Avista Capital Partners | (1) | United States | |||||||||
| Benjamin Silbert | Secretary and General Counsel of Avista Capital Partners | (1) | United States | |||||||||
| John Cafasso | Chief Financial Officer of Avista Capital Partners | (1) | United States | |||||||||
| Jeff Gunst | Principal of Avista Capital Partners | (2) | United States | |||||||||
| Greg Evans | Principal of Avista Capital Partners | (2) | United States | |||||||||
| (1) | c/o Avista Capital Partners, 65 East 55th Street, 18th Floor, New York, New York 10022. |
| (2) | c/o Avista Capital Partners, 1000 Louisiana St., Suite 3700, Houston, Texas 77002. |
Avista Capital Managing Member, LLC
| Name | Present Principal Occupation or Employment | Business Address | Citizenship | Amount of Common Units Beneficially Owned | ||||||||
| Thompson Dean | Co-Chief Executive Officer of Avista Capital Partners | (1) | United States | |||||||||
| Steven Webster | Co-Chief Executive Officer of Avista Capital Partners | (2) | United States | |||||||||
| David Burgstahler | President of Avista Capital Partners | (1) | United States | |||||||||
| David Durkin | Partner of Avista Capital Partners | (1) | United States | |||||||||
| Sriram Venkataraman | Partner of Avista Capital Partners | (1) | United States | |||||||||
| Benjamin Silbert | Secretary and General Counsel of Avista Capital Partners | (1) | United States | |||||||||
| John Cafasso | Chief Financial Officer of Avista Capital Partners | (1) | United States | |||||||||
| Jeff Gunst | Principal of Avista Capital Partners | (2) | United States | |||||||||
| Greg Evans | Principal of Avista Capital Partners | (2) | United States | |||||||||
| (1) | c/o Avista Capital Partners, 65 East 55th Street, 18th Floor, New York, New York 10022. |
| (2) | c/o Avista Capital Partners, 1000 Louisiana St., Suite 3700, Houston, Texas 77002. |
Hi-Crush Proppants LLC
| Name | Present Principal Occupation or Employment | Business Address | Citizenship | Amount of Common Units Beneficially Owned | ||||||||
| Robert E. Rasmus | Chief Executive Officer and Director of Hi-Crush | (1) | United States | 2,717,939 | ||||||||
| James M. Whipkey | Chairman of the Board of Hi-Crush | (1) | United States | 2,659,350 | ||||||||
| Jefferies V. Alston, III | Director of Hi-Crush | (1) | United States | 2,639,250 | ||||||||
| Laura C. Fulton | Chief Financial Officer of Hi-Crush | (1) | United States | 220,773 | ||||||||
| Mark C. Skolos | General Counsel and Secretary of Hi-Crush | (1) | United States | 69,244 | ||||||||
| Steven Webster | Co-Chief Executive Officer of Avista Capital Partners | (2) | United States | |||||||||
| John R. Huff | Chairman of Oceaneering International. Inc. | (3) | United States | 595,771 | ||||||||
| Trevor M. Turbidy | Energy Industry Advisor of Avista Capital Partners | (2) | United States | |||||||||
| Gregory F. Evans | Principal of Avista Capital Partners | (2) | United States | |||||||||
| (1) | c/o Hi-Crush Proppants LLC, Three Riverway, Suite 1350, Houston, Texas 77056. |
| (2) | c/o Avista Capital Partners, 1000 Louisiana St., Suite 3700, Houston, Texas 77002. |
| (3) | 11911 FM 529, Houston, Texas 77041. |
[Schedule A Schedule 13D]