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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): January 17, 2024
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 1300
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 Symbol(s) | | 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).
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 2.02. Results of Operations and Financial Condition.
On January 17, 2024, NGL Energy Partners LP (“Partnership”) provided estimates of certain preliminary results of operations for the fiscal third quarter ended December 31, 2023. A copy of the press release containing these estimates is attached hereto as Exhibit 99.1, and the information contained in the press release under the heading “Preliminary Third Quarter Results” is incorporated in this Item 2.02 by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including the information contained under the heading “Preliminary Third Quarter Results” in Exhibit 99.1 attached hereto, is being “furnished” pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporated language in such filing.
Item 8.01. Other Events.
On January 17, 2024, Partnership announced that it had launched a seven-year $700 million senior secured term loan facility. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and the information contained in the press release under the heading “New Term Loan Facility” is incorporated in this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | |
| 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: January 17, 2024 | | By: | /s/ Bradley P. Cooper |
| | | Bradley P. Cooper |
| | | Chief Financial Officer |