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): March 1, 2018

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:

¨ 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))

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 8.01. Other Events.

On March 1, 2018, NGL Energy Partners LP (“NGL”) and Magnum Liquids, LLC, a portfolio company of Haddington Ventures LLC (“Haddington”), along with Magnum Development, LLC and other Haddington-sponsored investment entities (collectively “Magnum”) have announced the formation of a joint venture to focus on the storage of natural gas liquids and refined products by combining NGL’s Sawtooth Storage Facility (“Sawtooth”, a natural gas liquids storage facility with 6.1 million barrels of capacity in five existing salt caverns, including rail and truck access to Western U.S. markets located southwest of Salt Lake City, Utah) with Magnum’s refined products rights and adjacent leasehold. NGL will sell an interest in Sawtooth to Magnum for $45 million in cash due at closing. Magnum will contribute its right, title and interest in certain leasehold and other assets located at the site, which will be utilized to expand Sawtooth’ s existing operations and allow for the addition of refined products storage at the facility. NGL will own approximately 67.6% of the joint venture and Magnum will own the remaining 32.4% at closing. Magnum will have an option to acquire an additional 21.6% interest from NGL under similar terms with an additional option to acquire NGL’s remaining 46.0% interest within three years of closing. The initial transaction, which is subject to certain closing conditions, is expected to close by March 31, 2018. A press release issued by NGL on March 1, 2018 relating to the foregoing is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated March 1, 2018.

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: March 1, 2018		By:	/s/ Robert W. Karlovich III
			Robert W. Karlovich III
			Chief Financial Officer

EX-99.1

EXHIBIT 99.1

NGL Energy Partners LP and Magnum Liquids, LLC Announce Signing Joint Venture Agreements for Sawtooth Natural Gas Liquids and Refined Products Storage Assets

TULSA, Okla.--(BUSINESS WIRE)-March 1, 2018-- NGL Energy Partners LP (NYSE:NGL) and Magnum Liquids, LLC, a portfolio company of Haddington Ventures LLC (“Haddington”), along with Magnum Development, LLC and other Haddington-sponsored investment entities (collectively “Magnum”) have announced the formation of a joint venture to focus on the storage of natural gas liquids and refined products by combining NGL’s Sawtooth Storage Facility (“Sawtooth”, a natural gas liquids storage facility with 6.1 million barrels of capacity in five existing salt caverns, including rail and truck access to Western U.S. markets located southwest of Salt Lake City, Utah) with Magnum’s refined products rights and adjacent leasehold. NGL will sell an interest in Sawtooth to Magnum for $45 million in cash due at closing. Magnum will contribute its right, title and interest in certain leasehold and other assets located at the site, which will be utilized to expand Sawtooth’ s existing operations and allow for the addition of refined products storage at the facility. NGL will own approximately 67.6% of the joint venture and Magnum will own the remaining 32.4% at closing. Magnum will have an option to acquire an additional 21.6% interest from NGL under similar terms with an additional option to acquire NGL’s remaining 46.0% interest within three years of closing. The initial transaction, which is subject to certain closing conditions, is expected to close by March 31, 2018.

“We are very excited to bring together NGL’s Sawtooth natural gas liquids storage asset with the refined products storage rights and commercial expertise of the Magnum team,” stated Mike Krimbill, NGL’s CEO. “This new joint venture will allow Sawtooth to utilize existing capacity to store refined products with very minimal capital requirements. It will also accelerate the earnings potential and broaden the scope of services offered at the facility. The proceeds received by NGL will be utilized to further reduce indebtedness and improve our leverage profile.”

“We are very excited to enter into this joint venture with NGL by combining Magnum’s refined products project, which is in late stage development, with Sawtooth,” stated James Lam, Managing Director at Haddington. “The earmarking of an existing cavern for gasoline or diesel storage expedites our ability to provide the service to our customers and accelerates further development of our unique site.”

UBS Investment Bank served as the financial advisor to NGL and McGrath North Mullin & Kratz, PC LLO served as NGL’s legal counsel in connection with this transaction.

King & Spalding served as Magnum and Haddington’s legal counsel in connection with this transaction.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with five primary businesses: water solutions, crude oil logistics, NGL logistics, refined products/renewables and retail propane. For further information, visit the Partnership's website at www.nglenergypartners.com.

About Haddington Ventures LLC

Haddington Ventures LLC, a Delaware limited liability company, is a Houston-based private equity firm that is registered as an investment adviser with the U.S. Securities and Exchange Commission. Haddington specializes in control-oriented investments in the midstream energy and infrastructure space. Haddington has raised and invested four funds since its formation in 1998 with aggregate commitments of $680 million plus $853 million of co-invest and third party capital. For further information, visit Haddington’s website at www.hvllc.com.

About Magnum Liquids, LLC and Magnum Development, LLC

Magnum Development, LLC is developing multiple businesses utilizing the only known gulf style salt dome in the west. Magnum businesses include: compressed air energy storage (CAES), power generation, refined products storage, crude oil storage, natural gas storage, and the storage of other industrial gases. Located in Millard County, north of Delta, Utah, the 10,000-acre site is strategically located at the crossroads of existing and developing renewable electric, natural gas, and petroleum liquids infrastructure.

In 2011, the Company received a certificate of public convenience and necessity from the Federal Energy Regulatory Commission (FERC) under section 7(c) of the Natural Gas Act and Part 157 of FERC's regulations, authorizing construction and operation of natural gas storage caverns at the site.

Additional information can be found on the company’s website at http://www.westernenergyhub.com.

NGL Energy Partners LP Contacts

Trey Karlovich, 918-481-1119

Executive Vice President and Chief Financial Officer

trey.karlovich@nglep.com

or

Linda Bridges, 918-481-1119

Vice President - Finance and Treasurer

Linda.bridges@nglep.com