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): March 26, 2019
NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35172 |
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27-3427920 |
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(State or other jurisdiction |
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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)
(918) 481-1119
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
On March 26, 2019, NGL Energy Partners LP (“NGL” or the “Partnership”) announced that it had launched a public offering of Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership. A copy of the press release announcing the offering is furnished as Exhibit 99.1 hereto, and is incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as specifically identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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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.
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NGL ENERGY PARTNERS LP | |
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By: NGL Energy Holdings LLC, its general partner | |
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Date: March 26, 2019 |
By: |
/s/ H. Michael Krimbill |
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H. Michael Krimbill |
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Chief Executive Officer |
NGL Energy Partners LP Announces Public Offering of Class C Preferred Units
NGL Energy Partners LP (NYSE:NGL) today announced the commencement of an underwritten public offering of Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit, representing limited partner interests in NGL. NGL will also grant the underwriters a 30-day option to purchase additional Class C Preferred Units, solely to cover over-allotments, if any. NGL intends to use the net proceeds from this offering to repay indebtedness under its revolving credit facility, which NGL may re-borrow from time to time for general partnership purposes, including to redeem or repurchase all or a portion of NGL’s Class A Preferred Units. NGL has agreed to redeem all or the maximum amount of the Class A Preferred Units redeemable with an amount equal to the sum of net proceeds from this offering and borrowings available for that purpose under its revolving credit facility.
RBC Capital Markets, LLC, Morgan Stanley & Co. LLC and UBS Securities LLC are acting as joint book-running managers for the offering. Stifel, Nicolaus & Company, Incorporated is acting as joint-lead manager and Citigroup Global Markets Inc. and Raymond James & Associates, Inc. will be acting as co-managers for the offering. When available, copies of the preliminary prospectus supplement, prospectus supplement and the accompanying prospectus, relating to the offering may be obtained free of charge on the United States Securities and Exchange Commission’s website at www.sec.gov or from RBC Capital Markets, LLC, Brookfield Place, 200 Vesey St., 8th Floor, New York, NY 10281, Telephone: (866) 375-6829, Morgan Stanley & Co. LLC, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, Telephone: (866) 718-1649, and from UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Prospectus Department, Telephone: (888) 827-7275.
The Class C Preferred Units are being offered and sold pursuant to an effective shelf registration statement filed with the United States Securities and Exchange Commission. The offering is being made only by means of a prospectus and related prospectus supplement. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 such forward-looking statements are reasonable, NGL cannot assure they 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 United States 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: Crude Oil Logistics; Water Solutions; NGL Liquids; and Refined Products and Renewables. For further information, visit the NGL’s website at www.nglenergypartners.com.
NGL Energy Partners LP
Investor Relations:
Trey Karlovich, 918-481-1119
Executive Vice President and Chief Financial Officer
Trey.Karlovich@nglep.com
or
Linda Bridges, 918-481-1119
Senior Vice President — Finance and Treasurer
Linda.Bridges@nglep.com