0000899243-16-022321.txt : 20160609 0000899243-16-022321.hdr.sgml : 20160609 20160609205130 ACCESSION NUMBER: 0000899243-16-022321 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160511 FILED AS OF DATE: 20160609 DATE AS OF CHANGE: 20160609 ISSUER: 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: TX FISCAL YEAR END: 0331 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highstar Capital IV, L.P. CENTRAL INDEX KEY: 0001503547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35172 FILM NUMBER: 161707201 BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 646-857-8700 MAIL ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-11 0 0001504461 NGL Energy Partners LP NGL 0001503547 Highstar Capital IV, L.P. 277 PARK AVENUE, 45TH FLOOR NEW YORK NY 10172 1 0 0 0 10.75% Class A Convertible Preferred Units Common Units I See footnotes Warrants (right to buy) 0.01 Common Units 1822963 I See footnotes Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") holds an aggregate of 3,407,477 10.75% Class A Convertible Preferred Units ("Preferred Units") and Highstar NGL Main Interco LLC ("Highstar Main" and together with Highstar Prism, the "Purchasers") holds an aggregate of 4,901,760 Preferred Units. Pursuant to the terms of that certain Class A Convertible Preferred Unit and Warrant Purchase Agreement, dated April 21, 2016, by and among NGL Energy Partners LP (the "Partnership") and the Purchasers (the "Purchase Agreement"), and the terms of the Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Partnership, the Preferred Units are convertible into common units representing limited partner interests in the Partnership ("Common Units") any time after the third anniversary (the "Initial Conversion Date") of May 11, 2016 (the "Closing Date"). The Preferred Units are convertible at the quotient (the "Conversion Rate"), per unit and subject to certain adjustments, of (i) $12.035 (the "Class A Preferred Unit Price") and (ii) the Class A Preferred Unit Price; provided, however, that if the volume-weighted average trading price (the "VWAP Price") for the fifteen (15) consecutive trading days ending on the trading day immediately preceding the Initial Conversion Date is less than the Class A Preferred Unit Price (such price, the "Adjusted VWAP Price"), then at all times on and after the Initial Conversion Date, the figure used in clause (ii) shall be the greater of (A) the Adjusted VWAP Price and (B) $5.00 (subject to adjustment for any splits, combinations or recapitalizations). At any time after the eighth anniversary of the Closing Date, the Partnership shall have the right to convert all of the outstanding Preferred Units into Common Units at the Conversion Rate then in effect, provided that the Partnership has paid in full all quarterly distributions on the outstanding Preferred Units and that certain conditions described in the Purchase Agreement have been satisfied. Upon a Change of Control (as defined in the Purchase Agreement) of the Partnership, each Preferred Unit holder shall have the right, at its election, to, among other things, convert all of the Preferred Units then held by such Preferred Unit holder at the Conversion Rate then in effect. Pursuant to the terms of that certain Warrant, original issue date May 11, 2016, Highstar Prism holds warrants (the "Prism Warrants") exercisable into 747,566 Common Units at an exercise price per unit of $0.01. Pursuant to the terms of that certain Warrant, original issue date May 11, 2016, Highstar Main holds warrants (the "Main Warrants" and together with the Prism Warrants, the "Warrants") exercisable into 1,075,397 Common Units at an exercise price per unit of $0.01. One-third of the Warrants may be exercised from and after the first anniversary of the Closing Date, another one-third of the Warrants may be exercised from and after the second anniversary of the Closing Date; and all Warrants shall be exercisable from and after the third anniversary of the Closing Date. Upon the occurrence of a Change of Control (as defined in the Purchase Agreement) or in the event the Partnership exercises a redemption right with respect to the Preferred Units, all unvested Warrants shall immediately vest and be exercisable in full. Unexercised Warrants will expire on the eighth anniversary of the Closing Date. The securities are owned directly by Highstar Prism and Highstar Main. The members of Highstar Prism are NGL Prism/IV-A Blocker LLC and Highstar Capital GP IV, L.P. ("Highstar GP IV"). The members of NGL Prism/IV-A Blocker LLC are Highstar Capital IV-A, L.P. ("Highstar IV-A") and Highstar Capital IV Prism, L.P. ("Highstar IV Prism"), and the non-member manager of NGL Prism/IV-A Blocker LLC is Highstar GP IV. The members of Highstar Main are NGL Main Blocker LLC and Highstar Capital IV, L.P. ("Highstar IV"), and the non-member manager of Highstar Main is Highstar GP IV. Highstar IV is the sole member of NGL Main Blocker LLC and Highstar GP IV is the non-member manager of NGL Main Blocker LLC. Highstar GP IV is the general partner of each of Highstar IV, Highstar IV-A and Highstar IV Prism. The general partner of Highstar GP IV. is Highstar Capital GP IV, LLC. The sole member of Highstar Capital GP IV, LLC is Highstar Capital GP IV Holdings. The sole director of Highstar Capital GP IV Holdings is Oaktree Capital Management, L.P., and the sole shareholder of Highstar Capital GP IV Holdings is Oaktree Infrastructure, L.P. The general partner of Oaktree Infrastructure, L.P. is Oaktree Fund GP IIA, LLC. The managing member of Oaktree Fund GP IIA, LLC is Oaktree Fund GP II, L.P., and the general partner of Oaktree Fund GP II, L.P. is Oaktree Capital II, L.P. The general partner of each of Oaktree Capital II, L.P. and Oaktree Capital Management, L.P. is Oaktree Holdings, Inc. The sole shareholder of Oaktree Holdings, Inc. is Oaktree Capital Group, LLC. The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC. The members of Oaktree Capital Group Holdings GP, LLC are Howard Marks, Bruce Karsh, Jay Wintrob, John Frank, David Kirchheimer, Stephen Kaplan, and Sheldon Stone, who, by virtue of their membership interests in Oaktree Capital Group Holdings GP, LLC, may be deemed to share voting and dispositive power with respect to the Preferred Units and Warrants held by Highstar Prism and Highstar Main. Highstar IV may be deemed to be a director by deputization as a result of its ability to appoint a director to the board of directors of the Partnership, pursuant to that certain Board Representation and Observation Rights Agreement, dated as of May 11, 2016, by and among the Partnership, NGL Energy Holdings LLC, the Purchasers and Highstar Capital IV, L.P. HIGHSTAR CAPITAL IV, L.P., By: Highstar Capital GP IV, L.P., its general partner, By: Highstar Capital GP IV, LLC, its general partner, /s/ Christopher Beall, Authorized Person 2016-06-09 HIGHSTAR CAPITAL IV, L.P., By: Highstar Capital GP IV, L.P., its general partner, By: Highstar Capital GP IV, LLC, its general partner, /s/ James Burchetta, Authorized Person 2016-06-09