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): August 30, 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 units representing Limited Partner Interests	NGL	New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units	NGL-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 ☐

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 August 30, 2019, NGL Energy Partners LP (“NGL”) issued a press release announcing that the Board of Directors of its general partner has authorized a unit repurchase program, under which NGL may repurchase up to $150 million of its outstanding units representing limited partnership interests of NGL through September 30, 2021. NGL may repurchase units from time to time in the open market or in other privately negotiated transactions, subject to market conditions. The unit repurchase program authorization does not obligate NGL to repurchase any dollar amount or number of its units and repurchases may be commenced or suspended from time to time without prior notice. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated August 30, 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: August 30, 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 $150 Million Unit Repurchase Program

TULSA, Okla.--(BUSINESS WIRE) - August 30, 2019 -  NGL Energy Partners LP (NYSE:NGL) announced today that the Board of Directors of its general partner has authorized a unit repurchase program, under which NGL may repurchase up to $150 million of its outstanding units representing limited partnership interests of NGL through September 30, 2021. NGL may repurchase units from time to time in the open market or in other privately negotiated transactions, subject to market conditions. The unit repurchase program authorization does not obligate NGL to repurchase any dollar amount or number of its units and repurchases may be commenced or suspended from time to time without prior notice.

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

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

XML

Document and Entity Information Document	Aug. 30, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 30, 2019
Entity Registrant Name	NGL ENERGY PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35172
Entity Tax Identification Number	27-3427920
Entity Address, Address Line One	6120 South Yale Avenue
Entity Address, Address Line Two	Suite 805
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74136
City Area Code	918
Local Phone Number	481-1119
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001504461
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC. | Common Units
Entity Information [Line Items]
Title of 12(b) Security	Common units representing Limited Partner Interests
Trading Symbol	NGL
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. | Preferred Class B
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-floating rate cumulative redeemable perpetual preferred units
Trading Symbol	NGL-PB
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. | Preferred Class C
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-floating rate cumulative redeemable perpetual preferred units
Trading Symbol	NGL-PC
Security Exchange Name	NYSE