0001104659-12-049363.txt : 20120717 0001104659-12-049363.hdr.sgml : 20120717 20120717161524 ACCESSION NUMBER: 0001104659-12-049363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120711 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120717 DATE AS OF CHANGE: 20120717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NGL Energy Partners LP CENTRAL INDEX KEY: 0001504461 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 273427920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35172 FILM NUMBER: 12965930 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 8-K 1 a12-16447_18k.htm 8-K

 

 

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): July 11, 2012

 

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35172

 

27-3427920

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

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 3.01.  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 July 11, 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 the Fourth Amendment to the Partnership Agreement (the “Amendment”).  As agreed to in the Agreement and Plan of Merger, dated as of May 18, 2012, by and among the Partnership, the General Partner, HSELP LLC, High Sierra Energy, LP and High Sierra Energy GP, LLC (the “Merger Agreement”), the Amendment provides for (i) the waiver of distributions for the quarter ended March 31, 2012 on the common units representing limited partnership interests in the Partnership (the “Common Units”) issued pursuant to the Merger Agreement and (ii) the payment of one-third of the distribution for the quarter ended June 30, 2012 on the Common Units issued pursuant to the Merger 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

 

Exhibit No.

 

Description

3.1

 

Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated July 11, 2012.

 

2


 

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.

 

 

NGL ENERGY PARTNERS LP

 

 

 

 

 

By:

NGL Energy Holdings LLC,
its general partner

 

 

 

 

 

 

Date: July 17, 2012

 

By:

/s/ Craig S. Jones

 

 

 

Craig S. Jones
Chief Financial Officer

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated July 11, 2012.

 

4

 EX-3.1 2 a12-16447_1ex3d1.htm EX-3.1

Exhibit 3.1

 

FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP

 

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (this “Amendment”), dated as of July 11, 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, the Second Amendment, dated as of January 6, 2012, and the Third Amendment, dated as of January 20, 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:

 

“Fourth Amendment” means that certain Fourth Amendment to this Partnership Agreement, dated as of July 11, 2012, entered into by the General Partner.

 

“High Sierra Holders” means (i) those Persons receiving Common Units pursuant to Section 2.1(a)(i) of the High Sierra Merger Agreement and any subsequent transferee of any such Common Units and (ii) those Persons receiving Common Units pursuant to that certain Contribution and Sale Agreement, dated as of June 19, 2012, by and between the Partnership and the General Partner, and any subsequent transferee of any such Common Units.

 

“High Sierra Merger Agreement” means that certain Agreement and Plan of Merger, dated as of May 18, 2012, among the Partnership, the General Partner, HSELP LLC, a

 


 

Delaware limited liability company, High Sierra Energy, LP, a Delaware limited partnership, and High Sierra Energy GP, LLC, a Colorado limited liability company.

 

2.                                      A new Section 6.13 is added to read as follows:

 

Section 6.13                            Special Provisions Relating to the High Sierra Holders.  Notwithstanding anything to the contrary set forth in this Agreement, the High Sierra Holders (i) shall not be entitled to receive any distribution declared and paid by the Partnership for the Quarter ended March 31, 2012 with respect to such Common Units and (ii) shall only be entitled to receive, with respect to any distribution declared and paid by the Partnership for the Quarter ended June 30, 2012, an amount per Common Unit equal to one-third of such per Common Unit distribution declared and paid by the Partnership.

 

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]

 

2


 

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set forth above.

 

 

GENERAL PARTNER:

 

 

 

NGL ENERGY HOLDINGS LLC

 

 

 

 

 

By:

/s/ Craig S. Jones

 

 

Craig S. Jones

 

 

Chief Financial Officer