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): December 19, 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 December 19, 2018, NGL Energy Partners LP (“NGL”) entered into a definitive agreement to sell its South Pecos water disposal assets to a subsidiary of WaterBridge Resources LLC for $238.8 million in cash proceeds at closing plus additional consideration upon meeting certain criteria. The transaction is subject to certain regulatory and other customary closing conditions and is expected to close within 45 days. A press release issued by NGL on December 20, 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 December 20, 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: December 20, 2018		By:	/s/ Robert W. Karlovich III
			Robert W. Karlovich III
			Chief Financial Officer

EX-99.1

Exhibit 99.1

NGL Energy Partners LP Announces Sale of South Pecos Water Disposal Assets to

WaterBridge Resources LLC

TULSA, Okla. - (BUSINESS WIRE) - NGL Energy Partners LP (NYSE:NGL) (“NGL,” “our,” or the “Partnership”) today announced that it has signed a definitive agreement to sell its South Pecos Water Disposal Assets to a subsidiary of WaterBridge Resources LLC (“WaterBridge”) for $238.8 million in cash proceeds at closing plus additional consideration upon meeting certain criteria.

A summary of the transaction includes:

• The Partnership is selling nine saltwater disposal facilities plus additional disposal permits in southern Reeves and Ward counties to WaterBridge

• Proceeds will be used to reduce outstanding indebtedness, improve compliance leverage to under 3.0x by fiscal year-end, and enhance liquidity

• NGL is focusing its substantial Delaware Basin Water Disposal operations in northern Reeves, Loving and Winkler counties in Texas and southern Eddy and Lea counties in New Mexico around the Texas and New Mexico state-line area where it has recently acquired a large land position and developed additional disposal facilities and significant pipeline infrastructure

• NGL continues to focus on a “self-funding” model for growth opportunities as well as reducing overall leverage

“The focus of our Delaware Basin Water Solutions strategy has been centered around our consolidated and growing position in central Reeves County, north to the Texas / New Mexico state line and up into Lea and Eddy County. We will continue to have over 1.0 million barrels per day of permitted disposal capacity in the Delaware Basin following this transaction, with substantial land positions and multiple pipeline projects,” stated Mike Krimbill, NGL’s CEO. “This transaction allows NGL to focus more fully on this core area of growth and high return opportunities while helping to also achieve our goals of a “self-funding” model and reducing overall leverage.”

The purchase price at closing includes certain assets that consist of: nine existing saltwater disposal facilities; all disposal agreements, commercial, surface and other contracts related to those facilities; pipelines connected to the facilities; and several disposal permits. All of the assets contemplated under this transaction are located near the town of Pecos, Texas in southern Reeves and Ward counties. The transaction is subject to certain regulatory and other customary closing conditions and is expected to close within 45 days.

Advisors and Counsel

Barclays is acting as financial advisor to NGL. McAfee & Taft in Tulsa, Oklahoma is acting as legal counsel for NGL.

Forward Looking Statements

Certain matters contained in this Press Release include "forward-looking statements." All statements, other than statements of historical fact, included in this Press Release may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, the risk factors discussed from time to time in each of our documents and reports filed with the SEC.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Press Release, which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.

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

NGL Energy Partners LP

Trey Karlovich, 918-481-1119

Chief Financial Officer and Executive Vice President

Trey.Karlovich@nglep.com

or

Linda Bridges, 918-481-1119

Senior Vice President - Finance and Treasurer

Linda.Bridges@nglep.com