0001104659-19-029374.txt : 20190514 0001104659-19-029374.hdr.sgml : 20190514 20190514190006 ACCESSION NUMBER: 0001104659-19-029374 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190510 FILED AS OF DATE: 20190514 DATE AS OF CHANGE: 20190514 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: 19824447 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-857-8700 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: 19824448 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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 2019-05-10 1 0001504461 NGL Energy Partners LP NGL 0001503547 Highstar Capital IV, L.P. 1301 AVENUE OF THE AMERICAS, 33RD FLOOR NEW YORK NY 10019 1 0 1 0 0001657224 Parker Jared 1301 AVENUE OF THE AMERICAS, 33RD FLOOR NEW YORK NY 10019 1 0 1 0 10.75% Class A Convertible Preferred Units 2019-05-10 4 D 0 12473191 9.918 D Common Units 12473191 0 I See footnotes The 10.75% Class A Convertible Preferred Units (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). On May 10, 2019, the Issuer redeemed all outstanding Preferred Units for consideration of $13.2385 per unit. The Form 4 filed by the Reporting Persons on April 9, 2019 incorrectly stated the number of securities beneficially owned following the reported redemption of Preferred Units. Highstar Capital NGL Co-Invest Manager LLC ("Highstar Co-Invest") is the managing member of NGL CIV A, LLC ("NGL CIV") and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV. Highstar Capital GP IV, L.P. ("Highstar GP IV") is one of two members of Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") and is the non-member manager of the other member. In addition, Highstar GP IV is the non-member manager of Highstar NGL Main Interco LLC ("Highstar Main") and is the managing member of NGL Prism/IV-A Blocker LLC ("NGL Blocker") and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by Highstar Prism, Highstar Main, NGL CIV and NGL Blocker. Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is 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 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, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. Each such entity or person disclaims any such beneficial ownership of such securities. Jared Parker is a director at the "Issuer" and co-portfolio manager at Highstar Capital IV, L.P. ("Highstar IV"). 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, 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 Highstar Prism, Highstar Main, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC. 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. HIGHSTAR CAPITAL IV, L.P. By: Highstar Capital GP IV, L.P., its general partner, By: Highstar Capital GP IV, LLC, its general partner By: /s/ Jared Parker, Authorized Signatory 2019-05-14 By: /s/ Jared Parker 2019-05-14