August 13, 2012
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: John Reynolds
| Re: | Hi-Crush Partners LP |
Registration Statement on Form S-1 (File No. 333-182574)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), in requesting that the effectiveness of the above-captioned registration statement (the “Registration Statement”) be accelerated so that it will become effective at 2:00 p.m., Washington, D.C. time, on August 15, 2012, or as soon as possible thereafter. The undersigned, as Representatives of the underwriters, confirm that they are aware of their obligations under the Securities Act.
In connection with the Registration Statement and pursuant to Rule 460 under the Act, 5,784 copies of the Company’s Preliminary Prospectus dated August 7, 2012 were distributed to prospective underwriters, institutional investors and prospective dealers through the date hereof.
We advise that we have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
(Signature Page Follows)
Securities and Exchange Commission
August 13, 2012
Page 2
Very truly yours, | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Victoria Hale | |
Name: | Victoria Hale | |
Title: | Vice President | |
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ John D. Tyree | |
| Name: | John D. Tyree | |
| Title: | Managing Director | |