0001104659-15-015291.txt : 20150228 0001104659-15-015291.hdr.sgml : 20150227 20150227165950 ACCESSION NUMBER: 0001104659-15-015291 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150227 DATE AS OF CHANGE: 20150227 GROUP MEMBERS: HADDINGTON ENERGY PARTNERS III LP GROUP MEMBERS: HADDINGTON ENERGY PARTNERS IV LP GROUP MEMBERS: HEP IV CO-INVEST LP GROUP MEMBERS: MAGNUM DEVELOPMENT LLC GROUP MEMBERS: MAGNUM NGL CO-INVEST LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NGL Energy Partners LP CENTRAL INDEX KEY: 0001504461 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 273427920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86435 FILM NUMBER: 15660207 BUSINESS ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918.481.1119 MAIL ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: Silverthorne Energy Partners LP DATE OF NAME CHANGE: 20101028 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnum NGL HoldCo LLC CENTRAL INDEX KEY: 0001634785 IRS NUMBER: 433065472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2603 AUGUSTA DR SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135327992 MAIL ADDRESS: STREET 1: 2603 AUGUSTA DR SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77057 SC 13G 1 a15-5560_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

NGL Energy Partners, LP

(Name of Issuer)

Common Units Representing Limited Partnership Interests

(Title and Class of Securities)

62913M107

(CUSIP Number)

February 17, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 62913M107

Schedule 13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only).

Magnum NGL HoldCo LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,396,973

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,396,973

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,396,973

 

 

10

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No. 62913M107

Schedule 13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only).

Magnum Development LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Utah

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,396,973

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,396,973

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,396,973

 

 

10

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6%

 

 

12

Type of Reporting Person (See Instructions)
OO, HC

 

3


 

CUSIP No. 62913M107

Schedule 13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only).

Haddington Energy Partners III LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,396,973

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,396,973

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,396,973

 

 

10

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6%

 

 

12

Type of Reporting Person (See Instructions)
PN, HC

 

4


 

CUSIP No. 62913M107

Schedule 13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only).

Haddington Energy Partners IV LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,396,973

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,396,973

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,396,973

 

 

10

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.6%

 

 

12

Type of Reporting Person (See Instructions)
PN, HC

 

5


 

CUSIP No. 62913M107

Schedule 13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only).

HEP IV Co-Invest LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN, HC

 

6


 

CUSIP No. 62913M107

Schedule 13G

 

 

 

1

Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only).

Magnum NGL Co-Invest LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN, HC

 

7


 

CUSIP No. 62913M107

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer -
NGL Energy Partners LP

 

(b)

Address of Issuer’s Principal Executive Offices -
6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136

 

Item 2.

 

(a)

Name of Person Filing
Magnum NGL HoldCo LLC

Magnum Development, LLC

Haddington Energy Partners III LP

Haddington Energy Partners IV LP

Magnum NGL Co-Invest LP

HEP IV Co-Invest LP

 

(b)

Address of Principal Business Office or, if none, Residence –
The principal business office of each of the reporting persons is c/o Haddington Ventures, 2603 Augusta Drive Suite 900, Houston, TX 77057.

 

(c)

Citizenship –

 

 

 

Magnum NGL HoldCo LLC

Delaware

 

 

Magnum Development, LLC

Utah

 

 

Haddington Energy Partners III LP

Delaware

 

 

Haddington Energy Partners IV LP

Delaware

 

 

Magnum NGL Co-Invest LP

Delaware

 

 

HEP IV Co-Invest LP

Delaware

 

(d)

Title of Class of Securities –
common units representing limited partnership interests

 

(e)

CUSIP Number –
62913M107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

8


 

CUSIP No. 62913M107

Schedule 13G

 

 

Item 4.

Ownership

With respect to the beneficial ownership of the reporting persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

9


 

Item 10.

Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Magnum NGL HoldCo LLC

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

Date: February 27, 2015

Title:

Manager

 

 

 

 

 

 

 

Magnum Development, LLC

 

 

 

 

 

By:

/s/ Craig Broussard

 

Name:

Craig Broussard

 

Title:

CEO

 

 

 

 

 

 

 

Haddington Energy Partners III LP

 

By: Haddington Ventures III GP, L.L.C.

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

 

 

 

 

 

 

Haddington Energy Partners IV LP

 

By: Haddington Ventures IV GP, L.L.C.

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

 

 

 

 

 

 

HEP IV Co-Invest LP

 

By: HV IV Co-Invest GP, LLC

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

 

 

 

 

 

 

Magnum NGL Co-Invest LP

 

By: Magnum NGL Co-Invest GP LLC

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

10

 EX-99.1 2 a15-5560_1ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common units representing limited partnership interests in NGL Energy Partners, LP, a Delaware limited partnership, and further agrees that this joint filing agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Dated: February 27, 2015

 

[signatures on next page]

 


 

Magnum NGL HoldCo LLC

 

 

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Manager

 

 

 

 

 

 

 

Magnum Development, LLC

 

 

 

 

 

 

 

By:

/s/ Craig Broussard

 

Name:

Craig Broussard

 

Title:

CEO

 

 

 

 

 

 

 

Haddington Energy Partners III LP

 

By: Haddington Ventures III GP, L.L.C.

 

 

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

 

 

 

 

 

 

Haddington Energy Partners IV LP

 

By: Haddington Ventures IV GP, L.L.C.

 

 

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

 

 

 

 

 

 

HEP IV Co-Invest LP

 

By: HV IV Co-Invest GP, LLC

 

 

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member

 

 

 

 

 

 

 

Magnum NGL Co-Invest LP

 

By: Magnum NGL Co-Invest GP LLC

 

 

 

 

 

 

 

By:

/s/ John Strom

 

Name:

John Strom

 

Title:

Managing Member