UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 26, 2012 (January 20, 2012)
NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35172 |
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27-3427920 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136
(Address of principal executive offices) (Zip Code)
(918) 481-1119
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 20, 2012, NGL Energy Holdings LLC (the “General Partner”), the general partner of NGL Energy Partners LP (the “Partnership”), amended the Second Amended and Restated Agreement of Limited Partnership of the Partnership (as previously amended, the “Partnership Agreement”), dated as of May 10, 2011, by entering into Third Amendment to the Partnership Agreement (the “Amendment”). As agreed to in the Contribution and Sale Agreement (the “Contribution and Sale Agreement”), dated as of August 31, 2011, by and among the Partnership, the General Partner, NGL Supply Terminal Company, LLC, and SemStream, L.P., the Amendment provides for (i) the waiver of distributions for any quarter ending prior to August 30, 2012 on 3,932,031 common units representing limited partnership interests in the Partnership (the “Common Units”) issued pursuant to the Contribution and Sale Agreement and (ii) the payment of 66.3% of the distribution for the quarter ended December 31, 2011 on the remaining 5,000,000 Common Units issued pursuant to the Contribution and Sale Agreement.
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated into this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Third Amendment to Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 20, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NGL ENERGY PARTNERS LP | ||
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By: |
NGL Energy Holdings LLC, | |
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Date: January 26, 2012 |
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By: |
/s/ Craig S. Jones |
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Craig S. Jones |
Exhibit 3.1
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (this “Amendment”), dated as of January 20, 2012, is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to the General Partner in Section 13.1 of the Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of May 10, 2011, as amended by the First Amendment, dated as of October 20, 2011 and the Second Amendment, dated as of January 6, 2012 (as amended, the “Partnership Agreement”).
WHEREAS, pursuant to Section 13.1 of the Partnership Agreement, each Partner agreed that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect (i) a change that the General Partner determines, among other things, does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect or is necessary or appropriate to facilitate the trading of the Units or (ii) an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests pursuant to Section 5.6 of the Partnership Agreement; and
WHEREAS, the General Partner has determined that the changes reflected in this Amendment will be beneficial to the Limited Partners, do not adversely affect the Limited Partners in any material respect, are necessary or appropriate to facilitate the trading of the Units, and are necessary or appropriate in connection with the creation, authorization or issuance of classes or series of Partnership Interests pursuant to Section 5.6 of the Partnership Agreement.
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
1. New definitions are added to Section 1.1 in the appropriate alphabetical order as follows:
“SemStream Contribution Agreement” means that certain contribution agreement, dated as of August 31, 2011, between SemStream, L.P., a Delaware limited partnership, the Partnership, the General Partner and NGL Supply Terminal Company, LLC, a Delaware limited liability company.
“SemStream Holders” means SemStream, L.P., a Delaware limited partnership, and any subsequent transferee of those units acquired by SemStream, L.P. pursuant to the SemStream Contribution Agreement.
“Third Amendment” means that certain Third Amendment to this Agreement, dated as of January 20, 2012, entered into by the General Partner.
2. A new Section 6.12 is added to read as follows:
Section 6.12 Special Provisions Relating to the SemStream Holders.
(a) Notwithstanding anything to the contrary set forth in this Agreement, the SemStream Holders shall not, solely with respect to 3,932,031 of the Common Units acquired by the SemStream Holders pursuant to the SemStream Contribution Agreement, be entitled to receive any distribution declared and paid pursuant to this Agreement by the Partnership in the ordinary course of business from Available Cash (and not the result of an extraordinary transaction), in regard to any Quarter ending prior to August 30, 2012.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the SemStream Holders, solely with respect those Common Units acquired by the SemStream Holders pursuant to the SemStream Contribution Agreement that are not subject to Section 6.12(a) of this Agreement (i.e., 5,000,000 Common Units), shall only be entitled to receive, with respect to any distribution declared and paid pursuant to this Agreement by the Partnership in regard to the Quarter ending December 31, 2011, an amount per Common Unit equal to 66.3% of the per Common Unit distribution declared and paid by the Partnership in such fiscal quarter.
3. Capitalized terms used but not defined herein are given the meanings set forth in the Partnership Agreement.
4. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware.
[signature page follows]
IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set forth above.
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GENERAL PARTNER: | ||
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NGL ENERGY HOLDINGS LLC | ||
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By: |
/s/ Craig S. Jones | |
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Craig S. Jones | |
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Chief Financial Officer | |
SIGNATURE PAGE
NGL ENERGY PARTNERS LP
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP