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): May 13, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common unit representing Limit Partner Interests	NGL	New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units	NLG-PB	New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units	NGL-PC	New York Stock Exchange

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 1.01. Entry into a Definitive Agreement.

On May 14, 2019, NGL Energy Partners LP (the "Partnership") announced that it has executed a definitive agreement to combine all of the assets of Mesquite Disposals Unlimited, LLC ("Mesquite") with the Partnership's Water Solutions business (the "Transaction"). The agreement contains customary representations, warranties, indemnification obligations and covenants by the parties.  The Transaction is expected to close in July 2019, subject to specified closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  There can be no assurance that the Transaction will be completed in the anticipated time frame, or at all, or that anticipated benefits of the transaction will be realized.

Item 8.01. Other Events.

On May 14, 2019, the Partnership issued a press release announced the Transaction. The press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 14, 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: May 15, 2019		By:	/s/ Robert W. Karlovich III
			Robert W. Karlovich III
			Chief Financial Officer

EX-99.1

Exhibit 99.1

NGL Energy Partners LP announces combination with Mesquite

Tulsa, Okla. - May 14, 2019 - NGL Energy Partners LP (NYSE: NGL) (“NGL”) announced it has executed a definitive agreement to combine all of the assets of Mesquite Disposals Unlimited, LLC (“Mesquite”) with NGL’s Water Solutions business for approximately $890 million on a cash-free, debt-free basis. Mesquite SWD Inc. will remain the operator of the Mesquite assets led by Mesquite’s current management team. The assets consist of a fully interconnected produced water pipeline transportation and disposal system in Eddy and Lea Counties, New Mexico, and Loving County, Texas. At closing the Mesquite system will have 35 salt water disposal wells in total, representing over 1 million barrels per day of disposal capacity expected by year-end 2019. The majority of volumes on Mesquite’s system are contracted under long-term acreage dedications and minimum volume commitments. Additionally, approximately 95% of the current system volumes are delivered via pipeline. NGL expects the funding for this acquisition to be leverage-neutral and significantly accretive to distributable cash flow per unit in fiscal 2020 and beyond.

Pro Forma Northern Delaware Asset Map includes existing assets, assets under construction, pipelines and pipeline rights of way

“As we have consistently stated in the past, our water strategy is focused on consolidating, integrating and growing our position in central Reeves County, north to the Texas / New Mexico state line and throughout Lea and Eddy County. Pro forma for the Mesquite assets, NGL’s permitted disposal capacity will nearly double to over 2 million barrels per day in the Delaware Basin,” stated Mike Krimbill, NGL’s CEO. “This transaction creates the redundancy required by our producers to manage produced water by connecting a gathering system to multiple 24-inch pipelines.”

“The Mesquite acquisition makes NGL the largest water transportation and disposal company in the Delaware Basin, providing multiple transportation, disposal and recycling options to our E&P customers,” stated Doug White, NGL’s EVP Water Solutions. “The breadth and size of our system and diversity of our product offerings allows NGL to provide customized water solutions for all of our customers’ needs. NGL remains focused on delivering on its commitments to its customers through its best-in-class execution.”

“The Mesquite family is excited to work alongside NGL in this partnership,” said Clay Wilson, CEO of Mesquite. “We are thrilled to continue operating these assets and providing an enhanced suite of capabilities to our customers by taking advantage of the incredible synergies with the NGL assets and team.”

NGL will issue $100 million of its 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units to owners of Mesquite, who also have an option to receive six million common units at a price of $16.00 per unit at closing. Funding of the balance of the consideration is expected to be leverage-neutral to the Partnership and not include the issuance of any additional common equity.

The transaction remains subject to satisfaction of specified closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. NGL expects this transaction to close in July 2019.

Members of NGL’s management team are attending the 2019 MLP & Energy Infrastructure Conference from May 14 - 16, 2019 in Las Vegas, Nevada and will be discussing this transaction with investors in a series of one-on-one meetings as well as a presentation. NGL’s slide presentation referenced at the conference is available on NGL’s website at www.nglenergypartners.com on the “Presentations” sub-tab under the “Investor Relations” section.

Barclays is acting as financial advisor to NGL. Winston & Strawn LLP is acting as legal counsel to 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

Investor Relations:

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

Commercial:

Doug White, 720-213-1579

Executive Vice President - Water Solutions

Doug.White@nglep.com