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):  November 5, 2013

NGL Energy Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-35172	27-3427920
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6120 South Yale Avenue

Suite 805

Tulsa Oklahoma 74136

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (918) 481-1119

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:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

Equity Interest Purchase Agreement

On November 5, 2013, NGL Energy Partners LP (“NGL”) entered into an Equity Interest Purchase Agreement (the “Acquisition Agreement”) by and among NGL, High Sierra Energy, LP, a Delaware limited partnership and wholly-owned subsidiary of NGL, Gavilon, LLC (“Gavilon Energy”) and Gavilon Energy Intermediate, LLC (“Seller”), pursuant to which NGL has agreed to acquire 100% of Seller’s equity interest in Gavilon Energy, a midstream energy business with pipeline terminal and storage assets located in Oklahoma, Texas and Louisiana, for $890 million in cash, subject to adjustment based on a target level of working capital to be delivered by Gavilon Energy at the closing of the transaction (the “Acquisition”).  The Partnership expects to fund the Acquisition with the net proceeds of the Private Placement described below under “Common Unit Purchase Agreement” and with borrowings under the Partnership’s revolving credit facility.  The Acquisition Agreement contains customary representations, warranties, indemnification obligations and covenants by the parties. The Acquisition is expected to close in December 2013, subject to customary closing conditions including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act. There can be no assurance that the Acquisition will be completed in the anticipated time frame, or at all, or that anticipated benefits of the Acquisition will be realized.

Common Unit Purchase Agreement

On November 5, 2013, NGL entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified therein (the “Purchasers”), pursuant to which NGL has agreed to issue and sell 8,110,848 common units  representing limited partnership interests in NGL (“Common Units”) to the Purchasers in a private placement at a price of $29.59 per Common Unit for aggregate consideration of approximately $240 million (the “Private Placement”). The Partnership will use the net proceeds from the Private Placement to fund a portion of the purchase price of the Acquisition. The Purchase Agreement includes customary representations and warranties, conditions, indemnification obligations and covenants by the parties, subject to the limitations set forth therein. The Private Placement is subject to customary conditions to closing, including the consummation of the Acquisition.  The Private Placement is expected to close in December 2013, contemporaneously with the closing of the Acquisition.

Credit Agreement and Note Purchase Agreement Amendments

On November 5, 2013, NGL, NGL Energy Operating, LLC, in its capacity as borrowers’ agent, and the other subsidiary borrowers party thereto entered into Amendment No. 4 to Credit Agreement (the “Credit Agreement Amendment”) with Deutsche Bank Trust Company Americas, as administrative agent, and the other financial institutions party thereto. The Credit Agreement Amendment, among other things, increases the aggregate commitments under NGL’s revolving credit facility to $1,671,000,000.

On November 5, 2013, the Partnership also entered into Amendment No. 4 to Note Purchase Agreement (the “Senior Notes Amendment”) with the purchasers named therein which permits increased borrowings under the revolving credit facility, as amended by the Credit Agreement Amendment.

The Senior Notes Amendment and the Credit Agreement Amendment are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The above description of the material terms of the Senior Notes Amendment and the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibits 4.1 and 10.1.

Item 3.02.Unregistered Sales of Equity Securities.

The Partnership entered into the Purchase Agreement on November 5, 2013.  Pursuant to the Purchase Agreement, the Private Placement will be made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering. The information set forth in Item 1.01 of this Current Report on Form 8-K under the caption “Common Unit Purchase Agreement” is incorporated in its entirety by reference herein.

1

Item 7.01.Regulation FD Disclosure.

On November 6, 2013, NGL issued a press release announcing the Acquisition.  The press release announcing the Acquisition is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall the information be deemed incorporated by reference in any filing of NGL.

Item 8.01Other Events.

On November 6, 2013, NGL issued a press release announcing the Private Placement, a copy of which is filed as Exhibit 99.2 and incorporated herein by reference.

On November 6, 2013, NGL issued a press release announcing the Credit Agreement Amendment and the Senior Notes Amendments, a copy of which is filed as Exhibit 99.3 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
4.1	Amendment No. 4 to Note Purchase Agreement, dated as of November 5, 2013, among the Partnership and the purchasers named therein
10.1	Amendment No. 4 to Credit Agreement, dated as of November 5, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto
99.1	Press Release, dated November 6, 2013, announcing Acquisition
99.2	Press Release, dated November 6, 2013, announcing Private Placement
99.3	Press Release, dated November 6, 2013, announcing Credit Agreement Amendment and Senior Notes Amendment

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: November 8, 2013	By:	/s/ H. Michael Krimbill
		H. Michael Krimbill
		Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment No. 4 to Note Purchase Agreement, dated as of November 5, 2013, among the Partnership and the purchasers named therein
10.1	Amendment No. 4 to Credit Agreement, dated as of November 5, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto
99.1	Press Release, dated November 6, 2013, announcing Acquisition
99.2	Press Release, dated November 6, 2013, announcing Private Placement
99.3	Press Release, dated November 6, 2013, announcing Credit Agreement Amendment and Senior Notes Amendment

4

EX-4.1

Exhibit 4.1

EXECUTION VERSION

AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT, dated as of November 5, 2013 but effective as of the Effective Date (as defined in Section 2 hereof) (this “Amendment”), to the Note Purchase Agreement dated as of June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013, Amendment No. 2 thereto dated as of May 8, 2013 and Amendment No. 3 thereto dated as of September 30, 2013 (such note purchase agreement, as so amended, being referred to herein as the “Existing Note Purchase Agreement” and as the same shall be further amended hereby, the “Note Purchase Agreement”), is among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), the Guarantors (solely with respect to Section 5(c) hereof) and the holders of Notes listed on the signature pages hereto (collectively, the “Noteholders”).

RECITALS:

A.The Company and the Purchasers party thereto have previously entered into the Existing Note Purchase Agreement.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Existing Note Purchase Agreement.

B.The Guarantors entered into that certain Guaranty Agreement dated as of June 19, 2012 (as heretofore amended, supplemented or otherwise modified, the “Guaranty Agreement”).

C.The Company has requested certain amendments to the Existing Note Purchase Agreement as more fully described herein below.

D.The Noteholders have agreed to such amendments, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Company, set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants, terms, conditions, representations and warranties herein contained, the parties hereto hereby agree as follows:

Section 1.AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.  Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Company herein contained, the Company and the Noteholders hereby agree to amend the Existing Note Purchase Agreement as follows, effective as of the Effective Date: The definition of “Total Indebtedness” in Schedule B to the Existing Note Purchase Agreement is hereby amended by deleting the number “$325,000,000” where such number appears in clause (c) thereof and inserting the number “$575,000,000” in lieu thereof.

Section 2.EFFECTIVENESS OF AMENDMENTS.  The amendments set forth in Section 1 of this Amendment shall become effective (the date of such effectiveness being referred to herein as the “Effective Date”) upon the satisfaction of each of the conditions provided immediately below in this Section 2 (with each of the documents referred to below being in form and substance satisfactory to the Required Holders and in full force and effect):

(a)Execution and Delivery of this Amendment.  The Noteholders shall have received a copy of this Amendment duly executed and delivered by the Company and the Guarantors, and by the Noteholders constituting the Required Holders.

(b)Representations and Warranties.  Each of the representations and warranties of the Company made in this Amendment shall be true and correct on and as of the Effective Date.

(c)Amendment to Credit Agreement.  The Noteholders shall have received a copy of an amendment in respect of the Credit Agreement, dated on or prior to the date hereof, in form and substance

satisfactory to the Required Holders and executed and delivered by the Note Parties, the Administrative Agent and the Required Lenders (as defined in the Credit Agreement).

(d)Amendment to Intercreditor Agreement.  The Noteholders shall have received a copy of an amendment in respect of the Intercreditor Agreement, dated on or prior to the date hereof, in form and substance satisfactory to the Required Holders and executed and delivered by the Note Parties and the Secured Parties constituting the Requisite Secured Parties (as defined in the Intercreditor Agreement).

(e)Payment of Amendment Fee.  The Company shall have paid a fee to each Noteholder equal to 0.20% multiplied by the aggregate outstanding principal amount of the Notes held by such Noteholder.

(f)Proceedings and Documents.  All corporate and other proceedings pertaining directly to this Amendment and all documents and instruments directly incident to this Amendment shall be satisfactory to the Required Holders and their special counsel, and the Noteholders and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Required Holders or such special counsel may reasonably request.

Section 3.REPRESENTATIONS AND WARRANTIES; NO DEFAULT.  To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement and the Intercreditor Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

Section 4.EXPENSES.  The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable out-of-pocket expenses and costs incurred by the Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Baker Botts L.L.P., incurred in connection with the preparation, negotiation and delivery of this Amendment, and all other related documentation.  This Section 4 shall not be construed to limit the Company’s obligations under Section 15.1 of the Existing Note Purchase Agreement.

Section 5.MISCELLANEOUS.

(a)GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, the parties hereto.  Delivery of this Amendment may be made by telecopy or electronic transmission of a duly executed counterpart copy hereof; provided that any such delivery by electronic transmission shall be effective only if transmitted in .pdf format, .tif format or other format in which the text is not readily modifiable by any recipient thereof.

2

(c)Affirmation of Obligations.  Notwithstanding that such consent is not required under the Guaranty Agreement, or any of the other Note Documents to which it is a party, each of the Guarantors consents to the execution and delivery of this Amendment by the parties hereto.  As a material inducement to the undersigned to amend the Existing Note Purchase Agreement, each of the Guarantors (i) acknowledges and confirms the continuing existence, validity and effectiveness of the Guaranty Agreement and each of the other Note Documents to which it is a party and (ii) agrees that the execution, delivery and performance of this Amendment shall not in any way release, diminish, impair, reduce or otherwise affect its obligations thereunder.

(d)Note Document.  This Amendment is a Note Document and all of the provisions of the Note Purchase Agreement which apply to Note Documents apply hereto.

(Remainder of Page Intentionally Left Blank; Signature Pages Follow)

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Effective Date.

NGL ENERGY PARTNERS LP
By:	NGL Energy Holdings LLC,
	its general partner
	By:	/s/Atanas H. Atanasov
		Name:	Atanas H. Atanasov
		Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 4 to Note Purchase Agreement

The foregoing is hereby agreed to as of the date hereof:

NOTEHOLDERS:

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as a Noteholder
By:		/s/Brian N. Thomas
Name:		Brian N. Thomas
Title:		Vice President
PRUCO LIFE INSURANCE COMPANY,
as a Noteholder
By:		/s/Brian N. Thomas
Name:		Brian N. Thomas
Title:		Assistant Vice President
UNIVERSAL PRUDENTIAL ARIZONA
REINSURANCE COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:		/s/Brian N. Thomas
Name:		Brian N. Thomas
Title:		Vice President
PRUDENTIAL ARIZONA REINSURANCE
CAPTIVE COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:		/s/Brian N. Thomas
Name:		Brian N. Thomas
Title:		Vice President

Signature Page to Amendment No. 4 to Note Purchase Agreement

PRUDENTIAL ARIZONA REINSURANCE
UNIVERSAL COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:		/s/Brian N. Thomas
Name:		Brian N. Thomas
Title:		Vice President
PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:		/s/Brian N. Thomas
Name:		Brian N. Thomas
Title:		Vice President

Signature Page to Amendment No. 4 to Note Purchase Agreement

AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to

AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY)

AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to

AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE)

AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to

SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY)

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK

COMMERCE AND INDUSTRY INSURANCE COMPANY

NEW HAMPSHIRE INSURANCE COMPANY

CHARTIS PROPERTY CASUALTY COMPANY

By:	AIG ASSET MANAGEMENT (U.S.), LLC, Investment Adviser
		By:	/s/Curtis F. Sullivan
		Name:	Curtis F. Sullivan
		Title:	Vice President

Signature Page to Amendment No. 4 to Note Purchase Agreement

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA, as a Noteholder
By:	/s/Andrew M. Leicester
Name:	Andrew M. Leicester
Title:	Director

Signature Page to Amendment No. 4 to Note Purchase Agreement

SUN LIFE ASSURANCE COMPANY OF CANADA,
as a Noteholder
By:	/s/Keith Cressman
Name:	Keith Cressman
Title:	Senior Managing Director Private Fixed Home
By:	/s/Michael Rudanycz
Name:	Michael Rudanycz
Title:	Senior Director Private Fixed Income

Signature Page to Amendment No. 4 to Note Purchase Agreement

Agreed to and acknowledged by the undersigned solely with respect to Section 5(c) hereof:

GUARANTORS:
NGL ENERGY OPERATING LLC
NGL SUPPLY, LLC
HICKSGAS, LLC
NGL SUPPLY RETAIL, LLC
NGL SUPPLY WHOLESALE, LLC
NGL SUPPLY TERMINAL COMPANY, LLC
OSTERMAN PROPANE, LLC
NGL-NE REAL ESTATE, LLC
NGL-MA REAL ESTATE, LLC
NGL-MA, LLC
By:	/s/Atanas H. Atanasov
Name:	Atanas H. Atanasov
Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 4 to Note Purchase Agreement

HIGH SIERRA ENERGY, LP (by High Sierra Energy GP, LLC, its general partner)
GREENSBURG OILFIELD, LLC
ANTICLINE DISPOSAL, LLC
HIGH SIERRA SERTCO, LLC
HIGH SIERRA ENERGY MARKETING, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
HIGH SIERRA TRANSPORTATION, LLC
HIGH SIERRA CRUDE OIL & MARKETING, LLC
HIGH SIERRA WATER SERVICES, LLC
ANDREWS OIL BUYERS, INC.
THIRD COAST TOWING, LLC
HIGH SIERRA WATER-EAGLE FORD, LLC
PETRO SOURCE TERMINALS, LLC
PECOS GATHERING & MARKETING, L.L.C.
BLACK HAWK GATHERING, L.L.C.
MIDSTREAM OPERATIONS L.L.C.
HIGH SIERRA ENERGY OPERATING, LLC
HIGH SIERRA COMPRESSION, LLC
HIGH SIERRA WATER HOLDINGS, LLC
HIGH SIERRA KARNES SWD, LLC
HIGH SIERRA NIXON SWD, LLC
HIGH SIERRA PEARSALL SWD, LLC
HIGH SIERRA CANADA HOLDINGS, LLC
HIGH SIERRA COTULLA SWD, LLC
HIGH SIERRA SWD OPERATOR, LLC
HIGH SIERRA SWD SHARED SERVICES, LLC
HIGH SIERRA WATER PERMIAN, LLC
LOTUS OILFIELD SERVICES, L.L.C.
CC MARINE, LLC
CIERRA MARINE GP, LLC
CIERRA MARINE, LP (by Cierra Marine GP, LLC, its general partner)
COASTAL PLAINS DISPOSAL #1, L.L.C.
By:	/s/Atanas H. Atanasov
Name:	Atanas H. Atanasov
Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 4 to Note Purchase Agreement

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 4 TO CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of November 5, 2013 (this “Amendment”), to the Credit Agreement dated as of June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013, Amendment No. 2 thereto dated as of May 8, 2013, and Amendment No. 3 thereto dated as of September 30, 2013 (the credit agreement, as so amended and as otherwise amended, supplemented and modified from time to time, the “Credit Agreement”) among NGL ENERGY PARTNERS LP, a Delaware limited partnership (“Parent”), NGL ENERGY OPERATING LLC, a Delaware limited liability company (“Borrowers’ Agent”), each subsidiary of the Parent identified as a “Borrower” under the Credit Agreement (together with the Borrowers’ Agent, each, a “Borrower” and collectively, the “Borrowers”), DEUTSCHE BANK AG, NEW YORK BRANCH, as technical agent (in such capacity, together with its successors in such capacity, the “Technical Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and each financial institution identified as a “Lender” or an “Issuing Bank” under the Credit Agreement (each, a “Lender” and together with the Technical Agent, the Administrative Agent and the Collateral Agent, the “Secured Parties”).

RECITALS

WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement; and

WHEREAS, the Lenders have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

1.Defined Terms.  Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement.

2.Amendment to Section 1.1.  The following terms: “Acquisition Revolving Commitment”, “Applicable Commitment Fee Percentage”, “Applicable Margin”, “Issuance Cap”, “Issuing Bank”, “Maximum Commitment”, “Termination Date”, “Total Acquisition Revolving Commitment,” “Total Commitment,” “Total Working Capital Revolving Commitment,” and “Working Capital Revolving Commitment,” set forth in Section 1.1 of the Credit Agreement are hereby amended as set forth below:

(a)The last sentence of the definition of “Acquisition Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

“The initial aggregate amount of the Acquisition Revolving Lenders’ Acquisition Revolving Commitments as of the Amendment No. 4 Effective Date is $785,500,000.”

(b)The definition of “Applicable Commitment Fee Percentage” is hereby amended by deleting the table that specifies the Commitment Fee Percentage as a function of the Leverage Ratio in its entirety and inserting in lieu thereof the following table:

Leverage Ratio	Commitment Fee Percentage
Category 1: Less than or equal to 2.00 to 1.00	0.375	%
Category 2: Less than or equal to 3.00 to 1.00 but greater than 2.00 to 1.00	0.375	%
Category 3: Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00	0.375	%
Category 4: Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00	0.50	%
Category 5: Greater than 4.00 to 1.00	0.50	%

(c)The definition of “Applicable Margin” is hereby amended by deleting the table that specifies the Per Annum Percentage for the Applicable Margin as a function of the Leverage Ratio in its entirety and inserting in lieu thereof the following table:

Leverage Ratio	Per Annum Percentage for Revolving Credit LIBOR Borrowings		Per Annum Percentage for Revolving Credit Alternate Base Rate Borrowings
Category 1: Less than or equal to 2.00 to 1.00	1.50	%	0.50	%
Category 2: Less than or equal to 3.00 to 1.00 but greater than 2.00 to 1.00	1.75	%	0.75	%
Category 3: Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00	2.00	%	1.00	%
Category 4: Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00	2.25	%	1.25	%
Category 5: Greater than 4.00 to 1.00	2.50	%	1.50	%

(d)The definition of “Issuance Cap” is hereby amended by deleting in its entirety the table that specifies the aggregate dollar limit of Letters of Credit to be issued by each Issuing Bank and by inserting in lieu thereof the following table:

Issuing Bank	Issuance Cap
Deutsche Bank AG New York Branch	$	100,000,000
BNP Paribas, New York Branch	$	500,000,000
Bank of America	$	200,000,000
PNC Bank, National Association	$	200,000,000

2

(e)The definition of “Issuing Bank” is hereby amended by inserting the following immediately after the phrase “BNP Paribas, New York Branch” and immediately before the phrase “and such additional Lenders”::

“, PNC Bank, National Association”

(f)The definition of “Maximum Commitment” as set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“‘Maximum Commitment’ means $1,750,000,000.”

(g)The definition of “Termination Date” as set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the reference to June 19, 2017 as it appears in clause (a) thereof and inserting in lieu thereof “November 5, 2018”.

(h)The last sentence of the definition of “Total Acquisition Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

“As of the Amendment No. 4 Effective Date, the Total Acquisition Revolving Commitment is $785,500,000.”

(i)The last sentence of the definition of “Total Commitment” is hereby deleted in its entirety and replaced with the following:

“As of the Amendment No. 4 Effective Date, the Total Commitment is $1,671,000,000.”

(j)The last sentence of the definition of “Total Working Capital Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

“As of the Amendment No. 4 Effective Date, the Total Working Capital Revolving Commitment is $885,500,000.”

(k)The last sentence of the definition of “Working Capital Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

“The initial aggregate amount of the Working Capital Revolving Lenders’ Working Capital Revolving Commitments as of the Amendment No. 4 Effective Date is $885,500,000.”

3.Amendment to Section 1.1.  Section 1.1 of the Credit Agreement is hereby further amended by adding into Section 1.1 the below terms as new defined terms in their appropriate alphabetical order:

“‘Amendment No. 4 Effective Date’ means November 5, 2013.”

“‘Permitted Senior Note Prepayments’ means the prepayments required to be made by NGL Energy Partners LP to the Senior Noteholders as of December 19, 2017, June 19, 2018 and

3

December 19, 2018, in the amount of $25,000,000 on each such date, under Section 8.1 of the Note Purchase Agreement.”

4.Amendment to Section 2.4(c) of the Credit Agreement (Increase in Total Commitments).  Clause (D) of the proviso of Section 2.4(c) of the Credit Agreement is hereby amended by deleting such clause in its entirety and inserting in lieu thereof the following:

“(D) the aggregate amount of Facility Increases from the Amendment No. 4 Effective Date until the Termination Date shall not exceed $79,000,000,”

5.Amendment to Section 2.15(a) of the Credit Agreement (Letters of Credit).  Clause (i) of the proviso of Section 2.15(a) is hereby amended by deleting the reference to $200,000,000 set forth at the end thereof and inserting in lieu thereof “$500,000,000”.

6.Amendment to Section 7.1(l)(ii) of the Credit Agreement (Permitted Term Indebtedness).  Clause (ii) of Section 7.1(l)(ii) of the Credit Agreement is hereby amended by adding the following phrase at the start of such clause immediately prior to the phrase “such Indebtedness shall not require any scheduled payment on account of principal”

“other than the Permitted Senior Notes Prepayments,”

7.Amendment to Schedule 1.1A of the Credit Agreement (Revolving Credit Commitments).  Schedule 1.1A of the Credit Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with the Schedule 1.1A attached hereto as Exhibit A:

8.Credit Obligation Allocation; New Revolving Lenders.

(a)On the Amendment No. 4 Effective Date, with respect to (i) each financial institution party hereto as a “Lender” that was not a Lender immediately prior to such date (each a “New Revolving Lender”) and (ii) with respect to each financial institution that was a Lender immediately prior to such date and is increasing its Commitments under the Credit Agreement pursuant to this Amendment (each an “Increasing Lender”), (A) each Increasing Lender and each New Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Revolving Lenders as being required in order to cause each Revolving Lender’s portion of the outstanding Loans of all Revolving Lenders under each Facility to equal its Total Commitment Percentage (after giving effect to this Amendment), (B) the Borrowers shall be deemed to have repaid all outstanding Loans of all the Revolving Lenders under each Facility and reborrowed such repaid Loans from each Revolving Lender in amounts consistent with each Lender’s Total Commitment Percentage as of the Amendment No. 4 Effective Date (after giving effect to this Amendment) and (C) the participations in Letters of Credit and Swingline Loans shall be adjusted to reflect changes in the applicable Total Commitment Percentages.  The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrowers pursuant to the provisions Section 2.13 of the Credit Agreement if the deemed payment occurs other than on an Interest Payment Date; provided, that the Administrative Agent and each Revolving Lender shall cooperate with the Borrowers to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Revolving Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender.

4

(b)With respect to each New Revolving Lender, upon (i) the Amendment No. 4 Effective Date, (ii) the delivery and release of its duly executed signature page to this Amendment, and (iii) the acceptance of such signature page by the Technical Agent, such New Revolving Lender shall be deemed a party to the Credit Agreement and shall have the titles noted on its signature page hereto and the related rights, interests and obligations consistent with the Loan Documents (including this Amendment).

9.Representations and Warranties; No Default.  To induce the Lenders to enter into this Amendment, each Credit Party that is a party hereto (by delivery of its respective counterpart to this Amendment) hereby (i) represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amendment, its representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); (ii) represents and warrants to the Administrative Agent and the Lenders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same, and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

10.Conditions to Effectiveness.  This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:

(a)Amended Loan Documents.  The Administrative Agent shall have received (i) this Amendment, executed and delivered by a duly authorized officer of each Credit Party party hereto or thereto (as applicable), and duly executed counterparts to this Amendment from each Lender affected hereby, (ii) and the Third Amendment to the Intercreditor Agreement, executed and delivered by a duly authorized officer of each party thereto, and (iii) with respect to any improved U.S. real property included in the Collateral, “life of loan” flood zone determinations having a date less than seven (7) years prior to the date of this Amendment (if and to the extent not previously delivered), and if any such property is in a flood zone requiring flood insurance, a notice from the Technical Agent to the applicable Credit Party of such status acknowledged by such Credit Party, and evidence of flood insurance in compliance with applicable regulations; and

(b)Amended Notes.  Each Lender that has requested amended Notes to reflect its revised Commitments under the Credit Agreement, shall have received such requested Notes in form and substance satisfactory to it.

(c)Fees and Expenses.  The Borrowers shall have paid to the Administrative Agent for the account of the Lenders: (i) the amount of any and all reasonable fees, costs and expenses that are for the account of the Borrowers pursuant to Section 10.9 of the Credit Agreement, including all such fees, costs and expenses incurred in connection with this Amendment and (ii) all other fees due to the Lenders and Agents pursuant to fee letter agreements signed in connection with this Amendment.

11.Limited Effect.  Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.  The

5

amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose, except as expressly set forth herein, or a consent to any further or future action on the part of any Credit Party that would require the waiver or consent of the Lenders.  This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

12.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK.

13.Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart hereof by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

14.Headings.  Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

15.Guarantor Acknowledgement.  Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

16.Lender Acknowledgement.  Each undersigned Lender, by its signature hereto, hereby authorizes and directs DBTCA in its capacity as Administrative Agent and as Collateral Agent to execute this Amendment.

[SIGNATURE PAGES FOLLOW]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BORROWERS’ AGENT:
NGL ENERGY OPERATING LLC
By:				/s/Atanas H. Atanasov
		Name:		Atanas H. Atanasov
		Title:		Chief Financial Officer and Treasurer
GUARANTOR:
NGL ENERGY PARTNERS LP
By:		NGL Energy Holdings LLC,
		its general partner
	By:				/s/Atanas H. Atanasov
			Name:		Atanas H. Atanasov
			Title:		Chief Financial Officer and Treasurer
BORROWERS:
NGL ENERGY OPERATING LLC
NGL SUPPLY, LLC
HICKSGAS, LLC
NGL SUPPLY RETAIL, LLC
NGL SUPPLY WHOLESALE, LLC
NGL SUPPLY TERMINAL COMPANY, LLC
OSTERMAN PROPANE, LLC
NGL-NE REAL ESTATE, LLC
NGL-MA REAL ESTATE, LLC
NGL-MA, LLC
By:				/s/Atanas H. Atanasov
		Name:		Atanas H. Atanasov
		Title:		Chief Financial Officer and Treasurer

Signature Page to Amendment No. 4 to Credit Agreement

BORROWERS:
ANDREWS OIL BUYERS, INC.
ANTICLINE DISPOSAL, LLC
BLACK HAWK GATHERING, L.L.C.
CC MARINE, LLC,
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
CIERRA MARINE GP, LLC,
CIERRA MARINE, LP, (by Cierra Marine GP, LLC),
COASTAL PLAINS DISPOSAL #1, L.L.C.
GREENSBURG OILFIELD, LLC
HIGH SIERRA CANADA HOLDINGS, LLC,
HIGH SIERRA COMPRESSION, LLC
HIGH SIERRA COTULLA SWD, LLC
HIGH SIERRA CRUDE OIL & MARKETING, LLC
HIGH SIERRA ENERGY, LP
HIGH SIERRA ENERGY MARKETING, LLC
HIGH SIERRA ENERGY OPERATING, LLC
HIGH SIERRA KARNES SWD, LLC
HIGH SIERRA NIXON SWD, LLC,
HIGH SIERRA PEARSALL SWD, LLC,
HIGH SIERRA SERTCO, LLC
HIGH SIERRA SWD OPERATOR, LLC,
HIGH SIERRA SWD SHARED SERVICES, LLC
HIGH SIERRA TRANSPORTATION, LLC
HIGH SIERRA WATER-EAGLE FORD, LLC
HIGH SIERRA WATER HOLDINGS, LLC
HIGH SIERRA WATER PERMIAN, LLC,
HIGH SIERRA WATER SERVICES, LLC
LOTUS OILFIELD SERVICES, L.L.C.
MIDSTREAM OPERATIONS L.L.C.
PETRO SOURCE TERMINALS, LLC,
PECOS GATHERING & MARKETING, L.L.C.
THIRD COAST TOWING, LLC
By:		/s/Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 4 to Credit Agreement

SECURED PARTIES:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent
By:		/s/Estelle Lawrence
	Name:	Estelle Lawrence
	Title:	Vice President
By:		/s/Robert S. Peschler
	Name:	Robert S. Peschler
	Title:	Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH,
as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent
By:		/s/Chris Chapman
	Name:	Chris Chapman
	Title:	Director
By:		/s/Vanuza Pereira-Bravo
	Name:	Vanuza Pereira-Bravo
	Title:	Associate

Signature Page to Amendment No. 4 to Credit Agreement

ROYAL BANK OF CANADA,
as a Lender
By:		/s/Jason S. York
	Name:	Jason S. York
	Title:	Authorized Signatory
BNP PARIBAS,
as a Lender and Issuing Bank
By:		/s/Keith Cox
	Name:	Keith Cox
	Title:	Managing Director
By:		/s/Christine Dirringer
	Name:	Christine Dirringer
	Title:	Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Lender
By:		/s/Richard J. Wernli
	Name:	Richard J. Wernli
	Title:	Managing Director
PNC BANK, NATIONAL ASSOCIATION,
as a Lender and Issuing Bank
By:		/s/Chris Hermann
	Name:	Chris Hermann
	Title:	Vice President
THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By:		/s/Stuart Gibson
	Name:	Stuart Gibson
	Title:	Authorised Signatory

Signature Page to Amendment No. 4 to Credit Agreement

BMO HARRIS BANK, N.A,
as a Lender
By:		/s/Kimberly A. Yates
	Name:	Kimberly A. Yates
	Title:	Director
RAYMOND JAMES BANK, N.A.,
as a Lender
By:		/s/Scott G. Axelrod
	Name:	Scott G. Axelrod
	Title:	Vice President
ABN AMRO CAPITAL USA LLC,
as a Lender
By:		/s/Darrell Holley
	Name:	Darrell Holley
	Title:	Managing Director
By:		/s/Casey Lowary
	Name:	Casey Lowary
	Title:	Executive Director
BANK OF AMERICA, N.A.,
as a Lender and as an Issuing Bank
By:		/s/Michael Clayborne
	Name:	Michael Clayborne
	Title:	Vice President

Signature Page to Amendment No. 4 to Credit Agreement

SUNTRUST BANK,
as a Lender
By:		/s/Carmen Malizia
	Name:	Carmen Malizia
	Title:	Director
UBS AG, STAMFORD BRANCH,
as a Lender
By:		/s/Jennifer Anderson
	Name:	Jennifer Anderson
	Title:	Associate Director
By:		/s/Lana Gifas
	Name:	Lana Gifas
	Title:	Director
AMEGY BANK NATIONAL ASSOCIATION,
as a Lender
By:		/s/Kevin Donaldson
	Name:	Kevin Donaldson
	Title:	Senor Vice President
COMMERCE BANK, N.A.,
as a Lender
By:		/s/C. T. Young
	Name:	C. T. Young
	Title:	Senor Vice President

Signature Page to Amendment No. 4 to Credit Agreement

GOLDMAN SACHS BANK USA,
as a Lender
By:			/s/Mark Walton
	Name:		Mark Walton
	Title:		Authorized Signatory
MACQUARIE BANK LIMITED,
as a Lender
By:				/s/Jonathan Rourke
		Name:		Jonathan Rourke
		Title:		Executive Director
By:				/s/Andrew Mitchell
		Name:		Andrew Mitchell
		Title:		Associate Director
HSBC BANK USA, NA,
as a Lender
By:				/s/Jay S. Tweed
		Name:		Jay S. Tweed
		Title:		Senior Vice President
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:			/s/Sherrie Manson
	Name:		Sherrie Manson
	Title:		Senior Vice President

Signature Page to Amendment No. 4 to Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:		/s/Andrew Ostrov
	Name:	Andrew Ostrov
	Title:	Director

Signature Page to Amendment No. 4 to Credit Agreement

EX-99.1

Exhibit 99.1

NGL Energy Partners LP Signs Definitive Agreement to Acquire Gavilon’s Energy Business

TULSA, Okla.—(BUSINESS WIRE)—Nov. 6, 2013— NGL Energy Partners LP (NYSE:NGL) announced today that it has reached a definitive agreement to acquire all of the equity interests of Gavilon, LLC, the diversified midstream energy business owned by funds managed by Ospraie Management, General Atlantic and Soros Fund Management. The definitive agreement contemplates the purchase of Gavilon’s energy business on a cash-free, debt-free basis for a cash purchase price of $890 million, which includes approximately $200 million of working capital, subject to a customary adjustment based on a target level of working capital to be delivered by Gavilon at the closing of the proposed transaction.

The consummation of the transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act. The acquisition, which is anticipated to close in December 2013, is expected to be immediately accretive to NGL’s distributable cash flow per unit.

Transaction Highlights

Gavilon principally operates integrated crude oil storage, terminal and pipeline assets located in Oklahoma, Texas and Louisiana, along with a complementary crude oil and refined products supply, marketing and logistics business (SM&L). Gavilon’s crude oil assets include a 50 percent interest in Glass Mountain Pipeline, 4.14 owned and 3.85 leased million barrels (MMbbls) of storage in Cushing, Okla., a marine terminal and nine truck terminals including more than 22 lease automatic custody transfer (LACT) units. Through its SM&L business, Gavilon also leases a network of over 200 trucks, 350 railcars and 8 barges to transport crude oil for customers. In addition, Gavilon markets and supplies refined products and natural gas liquids through a network of more than 300 distribution terminals across 39 states.

NGL anticipates that the cash purchase price, which represents approximately 7.5x Gavilon 2014 estimated run-rate earnings before interest, taxes, depreciation and amortization (EBITDA), will be financed with approximately $240 million of equity under a private placement of common units, and approximately $650 million of borrowings under its credit facility. The transaction is expected to provide NGL with an attractive portfolio of organic growth opportunities, with approximately $65 million of organic growth capital expenditures associated with the build-out of terminal assets budgeted for remainder of 2013 and 2014. In addition, as a significant portion of the assets to be acquired are newly constructed, maintenance capital expenditures are expected to be less than 5 percent of EBITDA annually for the next several years.

In connection with the proposed acquisition, UBS Investment Bank is serving as NGL’s exclusive financial advisor and Locke Lord LLP is serving as NGL’s legal counsel. Barclays is serving as Gavilon’s and the Sellers’ exclusive financial advisor. Jones Day and McGrath North provided legal representation for Gavilon.

A conference call to discuss the Gavilon transaction is scheduled for 10:00am CST on November 6, 2013. Analysts, investors, and other interested parties may access the conference call by dialing (866) 510-0707 and providing access code 81881674. An archived audio replay of the conference call will be available for 7 days beginning at 2:00pm CST on November 6, 2013, and can be accessed by dialing (888) 286-8010 and providing access code 54962989. Prior to the conference call a presentation will be available on the Partnership’s website at www.nglenergypartners.com.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: water services, crude oil logistics, NGL logistics and retain propane. NGL completed its initial public offering in May 2011. For further information, visit the Partnership’s website at www.nglenergypartners.com.

Non-GAAP Financial Information

NGL defines EBITDA as net income (loss) attributable to parent equity, plus income taxes, interest expense and depreciation and amortization expense. NGL defines Adjusted EBITDA as EBITDA excluding the unrealized gain or loss on derivative contracts and the gain or loss on the disposal of assets and share-based compensation expenses. Adjusted EBITDA should not be considered an alternative to net income, income before income taxes, cash flows from operating activities, or any other measure of financial performance calculated in accordance with GAAP as those items are used to measure operating performance, liquidity or the ability to service debt obligations. NGL believes that Adjusted EBITDA provides additional information for evaluating its financial performance without regard to its financing methods, capital structure and historical cost basis. Further, EBITDA and Adjusted EBITDA, as NGL defines them, may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other entities.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes its expectations as reflected in the forward-looking statements are reasonable, NGL can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

Source: NGL Energy Partners LP

NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Chief Financial Officer and Treasurer
atanas.atanasov@nglep.com

EX-99.2

Exhibit 99.2

NGL Energy Partners LP Agrees to Sell $240.0 Million of Common Units

TULSA, Okla.—(BUSINESS WIRE)—Nov. 6, 2013— NGL Energy Partners LP (NYSE:NGL) today announced that it has entered into an agreement with a group of institutional investors to sell approximately $240.0 million of its common units in a private placement at a price of $29.59 per unit. NGL expects to use the net proceeds from the offering to fund a portion of the purchase price of its acquisition of Gavilon LLC, a midstream energy business with pipeline, terminal and storage assets located in Oklahoma, Texas and Louisiana. The private placement is expected to close in December 2013, contemporaneously with the closing of the acquisition. UBS Investment Bank acted as Sole Placement Agent on the offering.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes its expectations as reflected in the forward-looking statements are reasonable, NGL can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

Source: NGL Energy Partners LP

NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Chief Financial Officer and Treasurer
atanas.atanasov@nglep.com

EX-99.3

Exhibit 99.3

NGL Energy Partners LP Expands Credit Facility to $1.671 Billion

TULSA, Okla.—(BUSINESS WIRE)—Nov. 6, 2013— NGL Energy Partners LP (NYSE:NGL) announced today that the Partnership has amended its revolving credit facility to increase the total borrowing capacity $621 million from $1.05 billion to $1.671 billion. The additional borrowing capacity is allocated $885.5 million to the working capital facility and $785.5 million to the acquisition facility. The pricing under the credit facility has been reduced, and its maturity has been extended to November 5, 2018. A $79 million accordion feature remains in addition to the capacity increase. The Partnership concurrently entered into an amendment to its $250 million of outstanding 6.65% Senior Secured Notes due June 19, 2022 to permit the changes to the credit facility.

“We are encouraged by our banks’ significant commitment to NGL, including two new banks. This amendment allows NGL to grow its volume in both the Crude Oil Logistics and NGL Logistics businesses in particular,” stated Atanas Atanasov, CFO.

This press release includes “forward-looking statements.”All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes its expectations as reflected in the forward-looking statements are reasonable, NGL can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors”. NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: water services, crude oil logistics, NGL logistics and retail. NGL completed its initial public offering in May 2011. For further information visit the Partnership’s website at www.nglenergypartners.com.

Source: NGL Energy Partners LP

NGL Energy Partners LP
Atanas Atanasov, 918-481-1119
Chief Financial Officer and Treasurer
Atanas.atanasov@nglep.com