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):  December 30, 2013

NGL Energy Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-35172	27-3427920
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

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

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

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

oPre-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

On December 30, 2013, NGL Energy Operating, LLC, in its capacity as borrowers’ agent and a wholly-owned subsidiary of NGL Energy Partners, LP (the “Partnership”), entered into a Facility Increase Agreement (the “Agreement”) with Deutsche Bank Trust Company Americas, as administrative agent (the “Agent”) and the other financial institutions party thereto. The Agreement increases the working capital revolving commitments under the Partnership’s revolving credit facility by an additional $50 million.

The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Facility Increase Agreement among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto

1

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: January 3, 2014	By:	/s/ Atanas H. Atanasov
		Atanas H. Atanasov
		Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
10.1	Facility Increase Agreement among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto

3

EX-10.1

Exhibit 10.1

EXECUTION VERSION

FACILITY INCREASE AGREEMENT

This FACILITY INCREASE AGREEMENT (this “Agreement”), dated December 30, 2013, is made by NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrowers’ Agent”), each Lender designated on the signature pages hereto as an “Increasing Lender” (each an “Increasing Lender” and collectively, the “Increasing Lenders”), each Lender designated on the signature pages hereto as a “New Revolving Lender” (each a “New Revolving Lender” and collectively, the “New Revolving Lenders” and collectively with the Increasing Lenders, the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”).  Capitalized terms used in this Agreement and not defined herein, including in this preamble, have the meanings set forth for such terms in the Credit Agreement (as hereinafter defined).

WHEREAS, the Borrowers, the Guarantors, the Administrative Agent, Deutsche Bank AG New York Branch, as technical agent, Deutsche Bank Trust Company Americas, as collateral agent for the Secured Parties and the Lenders party thereto have entered into a 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, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, and Amendment No. 5 thereto dated as of December 23, 2013  (the credit agreement, as so amended and as otherwise amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

WHEREAS, the parties hereto desire to evidence an increase in the aggregate Working Capital Commitments pursuant to Section 2.4(c) of the Credit Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.The aggregate Working Capital Revolving Commitments is hereby increased from $885,500,000 to $935,500,000.

2.Each of the parties identified below as New Revolving Lender hereby (i) accepts and agrees to be bound by the terms of the Credit Agreement and the other Loan Documents as a Lender thereunder, and (ii) acknowledges and agrees that the amount of its Commitment after giving effect to this Facility Increase Agreement is set forth opposite its signature below.

3.This instrument may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.

4.To induce the Lenders to enter into this Facility Increase Agreement, the Borrowers’ Agent (by delivery of its respective counterpart to this Facility Increase Agreement) hereby (i) represents and warrants to the Administrative Agent and the New Revolving Lender that after giving effect to this Facility Increase Agreement, 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 New Revolving Lender that in connection with this Facility Increase Agreement, 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 Facility Increase Agreement).

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission (in .pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

[Signature Pages Follow]

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed and delivered by its officer thereunto duly authorized as of the date above first written.

NGL OPERATING LLC,
as Borrowers’ Agent
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Chief Financial Officer and Treasurer

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Administrative Agent
BY:	DEUTSCHE BANK NATIONAL TRUST
	COMPANY
By:	/s/ Estelle Lawrence
	Name:	Estelle Lawrence
	Title:	Vice President
By:	/s/ Wanda Camacho
	Name:	Wanda Camacho
	Title:	Vice President

[Facility Increase Agreement — Barclays]

Commitment: $50,000,000	BARCLAYS BANK, PLC, as a New Revolving
	Lender
	By:	/s/ Noam Azachi
		Name:	Naom Azachi
		Title:	Vice President
	Address:
	745 7th Ave, 27th Floor
	New York, NY 10019
	Attention: Andrea Lubinsky
	Telephone: 212-526-1447

[Facility Increase Agreement — Barclays]