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): June 8, 2014

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 1.01.  Entry into a Material Definitive Agreement.

On June 8, 2014, NGL Energy Partners LP (the “Partnership”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Partnership, Morgan Stanley Capital Group Inc., a Delaware corporation, and Morgan Stanley Strategic Investments Inc., a Delaware corporation, pursuant to which the Partnership has agreed to acquire (i) TransMontaigne Inc. (“TransMontaigne”), a Delaware corporation and the indirect owner of TransMontaigne GP L.L.C., the general partner of TransMontaigne Partners L.P. (“TransMontaigne Partners”), a Delaware master limited partnership traded on the New York Stock Exchange, (ii) the limited partnership units of TransMontaigne Partners indirectly held by Morgan Stanley, amounting to approximately 19.7% of the outstanding units, and (iii) certain entities associated with the TransMontaigne business as well as the related inventory and certain pipeline and contract rights (the “Acquisition”).  The Purchase Agreement contains customary representations, warranties, indemnification obligations and covenants by the parties.  The Acquisition is expected to close in the third quarter of 2014, subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  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.

Item 8.01. Other Events.

On June 9, 2014, the Partnership issued a press release announcing the Acquisition.  The press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 9, 2014, announcing the Acquisition.

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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: June 9, 2014		By:	/s/ H. Michael Krimbill
			H. Michael Krimbill Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 9, 2014, announcing the Acquisition.

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EX-99.1

Exhibit 99.1

NGL Energy Partners LP Signs Purchase Agreement to Acquire TransMontaigne GP and Related Assets

TULSA, Okla.—(BUSINESS WIRE)—June 9, 2014 — NGL Energy Partners LP (NYSE:NGL) announced today that it has entered into a definitive purchase agreement with affiliates of Morgan Stanley to acquire (i) TransMontaigne Inc., the owner of TransMontaigne GP L.L.C., the general partner of TransMontaigne Partners L.P., a master limited partnership that trades on the New York Stock Exchange, (ii) the limited partnership units of TransMontaigne Partners L.P.held by Morgan Stanley, amounting to approximately 19.7% of the outstanding units, and (iii) certain entities associated with the TransMontaigne business as well as the related inventory and pipeline and other contract rights. The definitive agreement contemplates the purchase of Morgan Stanley’s energy business related to TransMontaigne on a debt-free basis for a cash purchase price of $200 million, including working capital, plus an additional amount for inventory transferred at the closing.

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 is anticipated to close in the third quarter of 2014. The transaction does not involve the sale or purchase of any of the LP units owned by the public.

About TransMontaigne Partners L.P.

TransMontaigne Partners L.P. is a terminaling and transportation company based in Denver, Colorado with operations along the Gulf Coast, in the Midwest, in Brownsville, Texas, along the Mississippi and Ohio River and in the Southeastern United States. TransMontaigne Partners L.P. provides integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels; heavy refined products include residual fuel oils and asphalts. TransMontaigne Partners L.P. does not purchase or market

products that it handles or transports.

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 propane. NGL completed its initial public offering in May 2011. For further information, visit the Partnership’s website at www.nglenergypartners.com.

In connection with the proposed acquisition, LCT Capital and UBS Investment Bank are serving as NGL’s financial advisors and Winston & Strawn LLP is serving as NGL’s legal counsel.

Source: NGL Energy Partners LP

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