Document

0001504461-19-000017.txt : 20190301 0001504461-19-000017.hdr.sgml : 20190301 20190301172530 ACCESSION NUMBER: 0001504461-19-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190228 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190301 DATE AS OF CHANGE: 20190301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NGL Energy Partners LP CENTRAL INDEX KEY: 0001504461 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 273427920 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35172 FILM NUMBER: 19650794 BUSINESS ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918.481.1119 MAIL ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: Silverthorne Energy Partners LP DATE OF NAME CHANGE: 20101028 8-K 1 form8-ksaleofsouthpecosdis.htm 8-K Document

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): February 28, 2019

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 February 28, 2019, NGL Energy Partners LP (“NGL”) closed the sale of its South Pecos Water Disposal Assets to a subsidiary of WaterBridge Resoureces LLC for $238.8 million in cash proceeds. NGL used a portion of the proceeds to fund its acquisition of DCP Midstream, LP's ("DCP") wholesale propane business, as described below, and plans to use the remaining proceeds to partially fund the redemption of its 5.125% Senior Notes due 2019, which is expected to close on March 15, 2019.

A press release issued by NGL on February 28, 2019, relating to the foregoing transaction is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On March 1, 2019, NGL closed on the acquisition of a wholesale propane and butane business from DCP, generally consisting of seven natural gas liquid terminals in the Eastern United States, including an import/export terminal located in Chesapeake, Virginia, for $90 million adjusted for working capital.

A press release issued by NGL on March 1, 2019, relating to the foregoing transaction is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

99.1		Press Release Dated February 28, 2019
99.2		Press Release Dated March 1, 2019

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, 2019		By:	/s/ Robert W. Karlovich III
			Robert W. Karlovich III
			Chief Financial Officer

EX-99.1 2 exhibit991pressrelease-sal.htm EXHIBIT 99.1 Exhibit

EXHIBIT 99.1

NGL Energy Partners LP Announces Completion of South Pecos Saltwater Disposal Assets Sale

TULSA, Okla., -- (BUSINESS WIRE) - NGL Energy Partners LP (NYSE:NGL) (“NGL” or the “Partnership”) today announced that it has closed the previously announced transaction 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. NGL will use a portion of the proceeds from the sale to fund its previously announced acquisition of DCP Midstream, LP’s wholesale propane business and will use the remaining proceeds to partially fund the redemption of its 5.125% Senior Notes due 2019, which is expected to close on March 15, 2019.

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: water solutions, crude oil logistics, NGL logistics and refined products/renewables. For further information, visit the Partnership's website at www.nglenergypartners.com.

SOURCE: NGL Energy Partners LP

NGL Energy Partners LP

Contact:

Trey Karlovich 918-481-1119

Executive Vice President and Chief Financial Officer

trey.karlovich@nglep.com

Linda Bridges 918-481-1119

Senior Vice President - Finance and Treasurer

linda.bridges@nglep.com

EX-99.2 3 exhibit992pressrelease-pur.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2

NGL Energy Partners LP Closes Acquisition from DCP Midstream, LP

TULSA, Okla., -- (BUSINESS WIRE) - NGL Energy Partners LP (NYSE:NGL) (“NGL” or the “Partnership”) today announced that it has closed the previously announced transaction to acquire from DCP Midstream, LP (“DCP”) a wholesale propane and butane business, generally consisting of seven natural gas liquids terminals in the Eastern United States, including an import/export terminal located in Chesapeake, Virginia. In conjunction with the transaction, NGL has also entered into a new multi-year, minimum volume throughput contract with an international commodity business to export butane at the Chesapeake facility, which is expected to increase the cash flow of the acquired business.