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): February 12, 2021

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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     On February 12, 2021, EIG Global Energy Partners (“EIG”) notified NGL Energy Holdings LLC (the “General Partner”), the general partner of NGL Energy Partners LP (the “Partnership”), that, effective immediately, Brian P. Boland will no longer serve as EIG’s designated director on the Board of Directors of the General Partner.

(d)     On February 18, 2021, EIG appointed Randall Wade as its designated director to the Board of Directors of General Partner, effective immediately. Mr. Wade is appointed as a director of the General Partner in accordance with EIG’s rights pursuant to Section 1 of the Board Representation Rights Agreement dated July 2, 2019.

Mr. Wade is the President of EIG and a member of its Investment and Executive Committees. He has broad involvement in the firm’s various activities including investments, investor relations, operations and strategic initiatives. Since joining EIG in 1996, Mr. Wade has filled various roles including Chief Operating Officer, head of the direct lending strategy, investment principal with coverage responsibility for Australia and an analyst for the oil and gas team. Prior to joining EIG, Mr. Wade was a Commercial Lending Officer for First Interstate Bank of Texas, where he was responsible for developing a middle-market loan portfolio. Mr. Wade received his B.A. in Economics and his B.B.A. in Finance from the University of Texas at Austin.

In connection with the closing of the Partnership’s private offering of $2.05 billion in aggregate principal amount senior secured notes due 2026 and its new credit agreement consisting of a $500.0 million asset-based revolving credit facility on February 4, 2021, the Partnership was required to obtain a consent from EIG, the holder of the majority of its Class D Preferred Units. For the consent of the holders of Class D Preferred Units, the Partnership paid such holders $40.0 million.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
101	Cover Page formatted as Inline XBRL.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: February 18, 2021		By:	/s/ Robert W. Karlovich III
			Robert W. Karlovich III
			Chief Financial Officer

XML

Document and Entity Information Document	Feb. 12, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 12, 2021
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