0001104659-17-037672.txt : 20170606 0001104659-17-037672.hdr.sgml : 20170606 20170606143043 ACCESSION NUMBER: 0001104659-17-037672 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170602 FILED AS OF DATE: 20170606 DATE AS OF CHANGE: 20170606 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35172 FILM NUMBER: 17893844 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 4 1 a4.xml 4 X0306 4 2017-06-02 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 Common Units 2017-06-02 4 S 0 27921 13.81 D 379732 I See Footnotes Common Units 2017-06-05 4 S 0 129638 13.82 D 250094 I See Footnotes The securities are owned directly by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") and Highstar NGL Main Interco LLC ("Highstar Main" and together with Highstar Prism, the "Purchasers"). 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"), Highstar Capital IV Prism, L.P. ("Highstar IV Prism"), Harel Insurance Company Ltd., Harel Pension Fund Management Ltd., solely on behalf of Harel Pension, Harel Pension Fund Management Ltd., solely on behalf of Harel General Plan, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Provident Fund, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Study Fund, and Tzava Hakeva Saving Fund - Provident Funds Management Company Ltd., solely on behalf of Tzava Hakeva Savings Fund, 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 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. Oaktree Capital Group Holdings GP, LLC is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone. 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 NGL Energy Partners LP (the "Partnership"), pursuant to that certain Amended and Restated Board Representation and Observation Rights Agreement, dated as of June 24, 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/ Scott Litman, Authorized Signatory 2017-06-06 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/ Bret Budenbender, Authorized Signatory 2017-06-06