0001104659-18-042621.txt : 20180627
0001104659-18-042621.hdr.sgml : 20180627
20180627181744
ACCESSION NUMBER: 0001104659-18-042621
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180511
FILED AS OF DATE: 20180627
DATE AS OF CHANGE: 20180627
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: 18922756
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Parker Jared
CENTRAL INDEX KEY: 0001657224
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35172
FILM NUMBER: 18922757
MAIL ADDRESS:
STREET 1: 90 FORT WADE ROAD
CITY: PONTE VEDRA
STATE: FL
ZIP: 32081
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
4
1
a4.xml
4
X0306
4
2018-05-11
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
0001657224
Parker Jared
277 PARK AVENUE, 45TH FLOOR
NEW YORK
NY
10172
1
0
0
0
Common Units
2018-05-11
4
X
0
95333
0.01
A
95333
I
See footnotes
Warrants (right to buy)
0.01
2018-05-11
4
X
0
95333
0
D
Common Units
95333
607655
I
See footnotes
The transactions reported herein were omitted from the Form 4 filed by the reporting persons on June 22, 2018 (the "Prior Form 4"). All of the Common Units acquired upon the warrant exercise reported herein were sold by the reporting persons as reported on the Prior Form 4.
Jared Parker is a director at NGL Energy Partners LP (the "Issuer") and co-portfolio manager at Highstar Capital IV, L.P. ("Highstar IV").
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 ("Blocker") 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 (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities held by Highstar Prism and Highstar Main. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
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 Issuer, pursuant to that certain Amended and Restated Board Representation and Observation Rights Agreement, dated as of June 24, 2016, by and among the Issuer, NGL Energy Holdings LLC, the Purchasers and Highstar IV. In addition, in his capacity as co-portfolio manager at Highstar IV, Jared Parker may be deemed indirect beneficial owner of the securities held by each of the Purchasers. Except to the extent of his pecuniary interest, Jared Parker disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that Jared Parker is the beneficial owner of any securities covered by this Form 4.
Pursuant to the terms of that certain warrant, original issue date May 11, 2016, Highstar Prism originally held warrants (the "Prism Warrants") exercisable into 747,566 common units representing limited partner interests in the Partnership ("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 originally held 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 were exercised on the first anniversary of May 11, 2016 (the "Issue Date"); another one-third of the Warrants were to be exercisable from and after the second anniversary of the Issue Date and 702,978 of such Warrants were repurchased by the Issuer in a private transaction on April 26, 2018; and the remaining Warrants shall be exercisable from and after the third anniversary of the Issue Date. Upon the occurrence of a Change of Control (as defined in that certain Class A Convertible Preferred Unit and Warrant Purchase Agreement, dated April 21, 2016, as amended June 23, 2016 (the "Purchase Agreement")) or in the event the Partnership exercises a redemption right with respect to the Class A Convertible Preferred Units (the "Preferred Units"), all unvested Warrants shall immediately vest and be exercisable in full. Unexercised Warrants will expire on the eighth anniversary of the Issue Date.
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/ Jared Parker, Authorized Signatory
2018-06-27
By: /s/ Jared Parker
2018-06-27