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 24, 2014

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 7.01 Regulation FD Disclosure.

On June 24, 2014, NGL Energy Partners LP (“NGL”) issued a press release announcing the commencement of a private offering of $350 million aggregate principal amount of its senior notes due 2019.  A copy of the press release is furnished as Exhibit 99.1 hereto.

NGL also reaffirms its Adjusted EBITDA guidance of $425 million for fiscal year 2015 contained in its May 2014 investor presentation, which may be reviewed on its website at http://www.nglenergypartners.com/wp-content/uploads/2013/11/NAPTP-May-2014-Presentation.pdf.  This guidance does not give effect to NGL’s previously announced TransMontaigne transaction, which has not yet closed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 24, 2014

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: June 24, 2014	By:	/s/ H. Michael Krimbill
		H. Michael Krimbill
		Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 24, 2014

3

EX-99.1

Exhibit 99.1

NGL Energy Partners LP Announces $350 Million Offering of Senior Notes

NGL Energy Partners LP (NYSE:NGL) and its wholly owned subsidiary NGL Energy Finance Corp. today announced that they intend to offer, subject to market and other conditions, $350 million in aggregate principal amount of senior notes due 2019. NGL expects to use the net proceeds of this offering to reduce borrowings under its senior secured revolving credit facility and for general partnership purposes.

The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons, other than U.S. persons, outside of the United States pursuant to Regulation S under the Securities Act.

The offer and sale of the notes have not been registered under 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 the 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 purchase the notes or any other securities, 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.

About NGL Energy Partners LP

NGL Energy Partners LP is a publicly traded Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary segments: water solutions, crude oil logistics, NGL liquids and retail propane, with locations in the United States and Canada. Investors in NGL’s partnership units are directed to updated information about NGL at its website at www.nglenergypartners.com.

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.

NGL Energy Partners LP

Atanas H. Atanasov (918) 481-1119

Chief Financial Officer and Treasurer

atanas.atanasov@nglep.com