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 31, 2015
NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware |
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001-35172 |
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27-3427920 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136
(Address of principal executive offices) (Zip Code)
(918) 481-1119
(Registrants 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 July 31, 2015, NGL Energy Partners LP (the Partnership), NGL Energy Operating LLC, in its capacity as borrowers agent, and the other subsidiary borrowers party thereto entered into Amendment No. 10 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 increased the amount of capacity that the Partnership may reallocate between the working capital facility and the expansion capital facility from $125 million to $400 million. The total capacity available under the Credit Agreement remains at $2.296 billion.
The Credit Agreement Amendment 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 Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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Amendment No. 10 to Credit Agreement, dated as of July 31, 2015 and effective as of July 31, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto. |
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.
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NGL ENERGY PARTNERS LP | ||
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By: |
NGL Energy Holdings LLC, | |
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its general partner | |
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Date: August 4, 2015 |
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By: |
/s/ H. Michael Krimbill |
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H. Michael Krimbill |
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Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
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Description |
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10.1 |
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Amendment No. 10 to Credit Agreement, dated as of July 31, 2015 and effective as of July 31, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto. |
Exhibit 10.1
AMENDMENT NO. 10 TO CREDIT AGREEMENT
AMENDMENT NO. 10 TO CREDIT AGREEMENT, dated as of July 31, 2015 (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, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, Amendment No. 5 thereto dated as of December 23, 2013, Amendment No. 6 thereto dated as of June 12, 2014, Amendment No. 7 thereto dated as of June 27, 2014, Amendment No. 8 thereto dated as of December 19, 2014, Amendment No. 9 thereto dated May 1, 2015 (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. Amendments to Section 1.1 (Defined Terms) of the Credit Agreement. The following terms: Reallocated Amount and Reallocation Request as set forth in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety as follows:
Reallocated Amount means, with respect to any Revolving Facility, the amount of the unused Revolving Commitments of such Revolving Facility reallocated to the Revolving Commitments of any other Revolving Facility pursuant to a Reallocation Request; provided, that the total Reallocated Amount shall not exceed the lesser of (a) the unused Revolving Commitments of such Revolving Facility on the date of such request, and (b) $400,000,000 (as such amount may be reduced from time to time in accordance with Section 2.4(a)).
Reallocation Request means a written request from Borrowers Agent to reallocate up to $400,000,000 of the unused Revolving Commitments of any single Revolving Facility to the Revolving Commitments of any other Revolving Facility, which request shall provide the amount of the reallocation (not to exceed the Reallocated Amount) and specify the Reallocation Period.
3. 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.
4. 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 this Amendment executed and delivered by a duly authorized officer of each Credit Party party hereto and duly executed counterparts to this Amendment from the Lenders constituting the Required Lenders.
(b) Fees and Expenses. The Borrowers shall have paid to the Administrative Agent for the account of the Lenders 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.
(c) 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 Lenders and their counsel and the Technical Agent shall have received all such counterpart originals or certified or other copies of such documents as the Technical Agent may reasonably request.
5. 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 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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]
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.
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BORROWERS AGENT: | ||
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NGL ENERGY OPERATING LLC | ||
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By: |
/s/ Atanas H. Atanasov | |
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Name: |
Atanas H. Atanasov |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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GUARANTOR: | ||
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NGL ENERGY PARTNERS LP | ||
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By: |
NGL Energy Holdings LLC, | |
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its general partner | |
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By: |
/s/ Atanas H. Atanasov | |
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Name: |
Atanas H. Atanasov |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
[Signature Page to Amendment No. 10 to Credit Agreement]
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CREDIT PARTIES: | ||
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ANDREWS OIL BUYERS, INC. | ||
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ANTICLINE DISPOSAL, LLC | ||
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BLUE GRAMA LAND CORPORATION | ||
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CENTENNIAL ENERGY, LLC | ||
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CENTENNIAL GAS LIQUIDS ULC | ||
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GRAND MESA PIPELINE, LLC | ||
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HICKSGAS, LLC | ||
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HIGH SIERRA CRUDE OIL & MARKETING, LLC | ||
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HIGH SIERRA ENERGY, LP (BY High Sierra Energy GP, | ||
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HIGH SIERRA ENERGY MARKETING, LLC | ||
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HIGH SIERRA ENERGY OPERATING, LLC | ||
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NGL CRUDE CANADA HOLDINGS, LLC | ||
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NGL CRUDE CUSHING, LLC | ||
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NGL CRUDE LOGISTICS, LLC | ||
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NGL CRUDE PIPELINES, LLC | ||
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NGL CRUDE TERMINALS, LLC | ||
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NGL CRUDE TRANSPORTATION, LLC | ||
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NGL ENERGY HOLDINGS II, LLC | ||
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NGL ENERGY LOGISTICS, LLC | ||
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NGL ENERGY OPERATING LLC | ||
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NGL LIQUIDS, LLC | ||
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NGL-MA, LLC | ||
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NGL-MA REAL ESTATE, LLC | ||
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NGL MARINE, LLC | ||
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NGL MILAN INVESTMENTS, LLC | ||
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NGL-NE REAL ESTATE, LLC | ||
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NGL PROPANE, LLC | ||
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NGL SHIPPING AND TRADING, LLC | ||
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NGL SUPPLY TERMINAL COMPANY, LLC | ||
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NGL SUPPLY TERMINAL SOLUTION MINING, LLC | ||
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NGL SUPPLY WHOLESALE, LLC | ||
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NGL WATER SOLUTIONS BAKKEN, LLC | ||
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NGL WATER SOLUTIONS EAGLE FORD, LLC | ||
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NGL WATER SOLUTIONS, LLC | ||
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NGL WATER SOLUTIONS PERMIAN, LLC | ||
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NGL WATER SOLUTIONS DJ, LLC | ||
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NGL WATER SOLUTIONS MID-CONTINENT, LLC | ||
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OSTERMAN PROPANE, LLC | ||
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SAWTOOTH NGL CAVERNS, LLC | ||
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TRANSMONTAIGNE LLC | ||
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TRANSMONTAIGNE PRODUCT SERVICES LLC | ||
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TRANSMONTAIGNE SERVICES LLC | ||
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TRANSMONTAIGNE GP L.L.C. | ||
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By: |
/s/ Atanas H. Atanasov | |
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Name: |
Atanas H. Atanasov |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
[Signature Page to Amendment No. 10 to Credit Agreement]
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SECURED PARTIES: | ||
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent | ||
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By: |
/s/ Randy Kahn | |
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Name: |
Randy Kahn |
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Title: |
Vice President |
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By: |
/s/ Nigel Luke | |
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Name: |
Nigel Luke |
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Title: |
Vice President |
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DEUTSCHE BANK AG, NEW YORK BRANCH, | ||
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as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent | ||
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By: |
/s/ Chris Chapman | |
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Name: |
Chris Chapman |
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Title: |
Director |
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By: |
/s/ Shai Bandner | |
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Name: |
Shai Bandner |
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Title: |
Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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ROYAL BANK OF CANADA, | ||
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as a Lender | ||
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By: |
/s/ Kristan Spivey | |
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Name: |
Kristan Spivey |
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Title: |
Authorized Signatory |
[Signature Page to Amendment No. 10 to Credit Agreement]
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BNP PARIBAS, | ||
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as a Lender and Issuing Bank | ||
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By: |
/s/ Pauline Blandin | |
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Name: |
Pauline Blandin |
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Title: |
Associate |
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By: |
/s/ Christine Dirringer | |
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Name: |
Christine Dirringer |
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Title: |
Managing Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., | ||
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as Lender | ||
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By: |
/s/ Michel Kermarrec | |
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Name: |
Michel Kermarrec |
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Title: |
Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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PNC BANK, NATIONAL ASSOCIATION, | ||
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as a Lender and Issuing Bank | ||
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By: |
/s/ Jonathan Luchansky | |
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Name: |
Jonathan Luchansky |
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Title: |
Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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THE ROYAL BANK OF SCOTLAND PLC, | ||
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as a Lender | ||
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By: |
/s/ Angela Reilly | |
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Name: |
Angela Reilly |
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Title: |
Managing Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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BMO HARRIS BANK N.A, | ||
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as a Lender | ||
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By: |
/s/ Lauren Lavorato | |
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Name: |
Lauren Lavorato |
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Title: |
Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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RAYMOND JAMES BANK, N.A., | ||
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as a Lender | ||
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By: |
/s/ Scott G. Axelrod | |
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Name: |
Scott G. Axelrod |
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Title: |
Senior Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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ABN AMRO CAPITAL USA LLC, | ||
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as a Lender | ||
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By: |
/s/ Antonio Molestina | |
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Name: |
Antonio Molestina |
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Title: |
Managing Director |
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By: |
/s/ Casey Lowary | |
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Name: |
Casey Lowary |
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Title: |
Executive Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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BANK OF AMERICA, N.A., | ||
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as a Lender and as an Issuing Bank | ||
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By: |
/s/ Michael Clayborne | |
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Name: |
Michael Clayborne |
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Title: |
Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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SUNTRUST BANK, | ||
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as a Lender | ||
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By: |
/s/Carmen Malizia | |
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Name: |
Carmen Malizia |
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Title: |
Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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UBS AG, STAMFORD BRANCH, | ||
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as a Lender | ||
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By: |
/s/ Darlene Arias | |
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Name: |
Darlene Arias |
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Title: |
Director |
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By: |
/s/ Denise Bushee | |
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Name: |
Denise Bushee |
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Title: |
Associate Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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COMMERCE BANK, N.A., | ||
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as a Lender | ||
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By: |
/s/ Shannon ODoherty | |
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Name: |
Shannon ODoherty |
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Title: |
President Oklahoma |
[Signature Page to Amendment No. 10 to Credit Agreement]
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GOLDMAN SACHS BANK USA, | ||
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as a Lender | ||
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By: |
/s/ Jamie Minieri | |
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Name: |
Jamie Minieri |
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Title: |
Authorized Signatory |
[Signature Page to Amendment No. 10 to Credit Agreement]
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MACQUARIE BANK LIMITED, | ||
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as a Lender | ||
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By: |
/s/ Byron den Hertog | |
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Name: |
Byron den Hertog |
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Title: |
Division Director |
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By: |
/s/ Nathan Booker | |
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Name: |
Nathan Booker |
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Title: |
Division Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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HSBC BANK USA, NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Robert E. Clouse | |
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Name: |
Robert E. Clouse |
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Title: |
SVP, SR Corporate Area Manager |
[Signature Page to Amendment No. 10 to Credit Agreement]
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KEYBANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ George E. McKean | |
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Name: |
George E. McKean |
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Title: |
Senior Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
/s/ Andrew Ostrov | |
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Name: |
Andrew Ostrov |
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Title: |
Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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BARCLAYS BANK PLC, | ||
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as a Lender | ||
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By: |
/s/ May Huang | |
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Name: |
May Huang |
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Title: |
Assistant Vice President |
[Signature Page to Amendment No. 10 to Credit Agreement]
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SOCIÉTÉ GÉNÉRALE | ||
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as a Lender | ||
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By: |
/s/ Michiel V.M. van der Voort | |
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Name: |
Michiel V.M. van der Voort |
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Title: |
Managing Director |
[Signature Page to Amendment No. 10 to Credit Agreement]
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MIZUHO BANK, LTD. | ||
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as a Lender | ||
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By: |
/s/ Donna DeMagistris | |
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Name: |
Donna DeMagistris |
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Title: |
Authorized Signatory |
[Signature Page to Amendment No. 10 to Credit Agreement]