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): October 1, 2012
NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35172 |
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27-3427920 |
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(State or other jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
On October 1, 2012, NGL Energy Partners LP (the “Partnership”) issued 516,978 common units, at a price of $25.533 per common unit, to an accredited investor (the “New Unitholder”) in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Section 4(2) of the 1933 Act. The Partnership issued the common units as partial consideration for the acquisition by an indirect subsidiary of the Partnership of certain entities operating salt water disposal wells and related assets (the “Acquisition”).
In connection with the completion of the Acquisition, the current registration rights agreement relating to equity interests of the Partnership was amended by Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement Amendment”), dated October 1, 2012, by and between the Partnership’s general partner and the New Unitholder. The Registration Rights Agreement Amendment provides for, among other things, certain piggy-back registration rights for the common units that were issued in connection with the Acquisition.
The Registration Rights Agreement Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Registration Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 hereto and to the First Amended and Restated Registration Rights Agreement filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2011.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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4.1 |
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Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement, dated October 1, 2012 |
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.
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NGL ENERGY PARTNERS LP |
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By: |
NGL Energy Holdings LLC, |
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its general partner |
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Date: October 3, 2012 |
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By: |
/s/ H. Michael Krimbill |
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H. Michael Krimbill
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Exhibit 4.1
AMENDMENT NO. 5 AND JOINDER
TO
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement (this “ Amendment ”) is dated as of October 1, 2012 by and between NGL Energy Holdings LLC, a Delaware limited liability company (the “ General Partner ”) and the general partner of NGL Energy Partners LP, a Delaware limited partnership (the “ Partnership ”), and Enstone, LLC, a Texas limited liability company (“ Enstone ”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Rights Agreement (as defined below).
R E C I T A L S
WHEREAS, the Partnership is party to that certain First Amended and Restated Registration Rights Agreement dated as of October 3, 2011, as amended by Amendment No. 1 dated November 1, 2011, Amendment No. 2 dated January 3, 2012, Amendment No. 3 dated May 1, 2012 and Amendment No. 4 dated June 19, 2012 (as amended, the “ Registration Rights Agreement ”);
WHEREAS, reference is hereby made to that certain LLC Interest Contribution Agreement, dated as of September 24, 2012, by and among High Sierra Water—Eagle Ford, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Partnership, Enstone and the other parties thereto (as amended, restated, supplemented or otherwise modified, the “ Contribution Agreement ”), pursuant to which, among other things, Enstone will receive Common Units in connection with the consummation of the transactions contemplated thereunder;
WHEREAS, the execution and delivery of this Amendment is a condition precedent to the consummation of the transactions contemplated under the Contribution Agreement;
WHEREAS, pursuant to Section 6(c) of the Registration Rights Agreement, the General Partner may make certain amendments to the Registration Rights Agreement in its sole discretion and without any further approval rights or action by or on behalf of the Holders in connection with the issuance by the Partnership of Common Units in connection with an acquisition or similar transaction involving the Partnership; and
WHEREAS, the General Partner desires to join Enstone as a party to the Registration Rights Agreement in a capacity as a Rights Holder and amend the Registration Rights Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby covenant and agree:
1. Amendment of Registration Rights Agreement .
(a) The fourth sentence of the definition of “Affiliate” set forth in Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:
Notwithstanding anything in the foregoing to the contrary, HOH and its respective Affiliates (other than the General Partner or any Group Member), on the one hand, NGL Holdings and its Affiliates (other than the General Partner or any Group Member), on another hand, the IEP Group and their respective Affiliates (other than the General Partner or any Group Member), on another hand, the Osterman Group and their respective Affiliates (other than the General Partner or any Group Member), on another hand, SemStream and its Affiliates (other than the General Partner or any Group Member), on another hand, the Pacer Propane Group and their respective Affiliates, on another hand, Downeast and its Affiliates (other than the General Partner or any Group Member), on another hand, NGP and its Affiliates (other than the General Partner or any Group Member), on another hand, and Enstone and its Affiliates (other than the General Partner or any Group Member), on another hand, will not be deemed to be Affiliates of one another hereunder unless there is a basis for such Affiliation independent of their respective Affiliation with any Group Member, the General Partner or any Affiliate (disregarding the immediately preceding sentence) of any Group Member or the General Partner.
(b) The definition of “Transaction Documents” set forth in Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:
“ Transaction Documents ” means (i) the Partnership Agreement, (ii) the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of November 1, 2011, as amended from time to time, (iii) with respect to the Initial Holders, the Contribution, Purchase and Sale Agreement, (iv) with respect to the Osterman Group, the Contribution and Sale Agreement, (v) with respect to SemStream, the SemStream—NGL Contribution Agreement, (vi) with respect to the Pacer Propane Group, the Pacer—NGL Contribution Agreements, (vii) with respect to Downeast, the Downeast—NGL Contribution Agreement, (viii) with respect to NGP, the High Sierra—NGL Merger Agreement and (ix) with respect to Enstone, the Enstone—NGL Contribution Agreement.
(c) Section 1 of the Registration Rights Agreement is hereby amended to add the following definitions of “Enstone” and “Enstone—NGL Contribution Agreement” thereto:
“ Enstone ” means Enstone, LLC, a Texas limited liability company.
“ Enstone—NGL Contribution Agreement ” means the LLC Interest Contribution Agreement, dated as of September 24, 2012, by and among High Sierra Water—Eagle Ford, LLC, a Delaware limited liability company and an indirect wholly
owned subsidiary of the Partnership, Enstone and the other parties thereto, as amended, restated, supplemented or otherwise modified from time to time.
2. Joinder .
(a) Enstone acknowledges receipt of a copy of the Registration Rights Agreement and, after review and examination thereof, by execution of this Amendment does hereby agree to be bound by the terms, conditions and agreements contained therein in its capacity as a Rights Holder thereunder.
(b) By execution hereof, the General Partner hereby (i) accepts Enstone’s agreement to be bound by the Registration Rights Agreement, (ii) covenants and agrees that the Registration Rights Agreement is hereby amended to include Enstone as a party in a capacity as a Rights Holder and (iii) agrees that Enstone shall have all rights provided to a Rights Holder under the Registration Rights Agreement.
3. Miscellaneous .
(a) From and after the date hereof, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Registration Rights Agreement as amended hereby.
(b) Except as specifically set forth above, the Registration Rights Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed.
(c) This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement on the date first written above.
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NGL ENERGY HOLDINGS LLC |
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By: |
/s/ H. Michael Krimbill |
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Name: |
H. Michael Krimbill |
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Title: |
Chief Executive Officer & Chief Financial Officer |
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ENSTONE, LLC |
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By: |
Aguila Partners, LLC |
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Its Manager |
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By: |
Colton Capital Partners, LLC |
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Its Manager |
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By: |
/s/ Kenneth R. O’Donnell, Jr. |
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Name: |
Kenneth R. O’Donnell, Jr. |
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Title: |
Manager |
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Signature Page to Amendment No. 5 and Joinder to Registration Rights Agreement