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): June 27, 2014
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
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(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 1.01. Entry into a Material Definitive Agreement.
On June 27, 2014, NGL Energy Partners LP (the “ Partnership ”), NGL Energy Operating LLC, in its capacity as borrowers’ agent, and the other subsidiary borrowers party thereto entered into Amendment No. 7 to Credit Agreement (the “ Credit Agreement Amendment ”) with Deutsche Bank Trust Company Americas, as administrative agent, and the other financial institutions party thereto. The Credit Agreement Amendment makes certain adjustments to the terms of the Credit Agreement in connection with the Acquisition (as defined below).
On June 30, 2014, the Partnership also entered into Amendment No. 6 to Note Purchase Agreement (the “ Senior Notes Amendment ”) with the purchasers named therein to reflect the terms of the Credit Agreement Amendment.
The Senior Notes Amendment and the Credit Agreement Amendment are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The above description of the material terms of the Senior Notes Amendment and the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibits 4.1 and 10.1.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported, on June 8, 2014, the Partnership entered into a Purchase Agreement (the “ Purchase Agreement ”) by and among the Partnership, Morgan Stanley Capital Group Inc., a Delaware corporation, and Morgan Stanley Strategic Investments Inc., a Delaware corporation, pursuant to which the Partnership agreed to acquire (i) TransMontaigne Inc. (“ TransMontaigne ”), a Delaware corporation and the indirect owner of TransMontaigne GP L.L.C., the general partner of TransMontaigne Partners L.P. (“ TransMontaigne Partners ”), a Delaware master limited partnership traded on the New York Stock Exchange, (ii) the limited partnership units of TransMontaigne Partners indirectly held by Morgan Stanley, constituting approximately 19.7% of the outstanding units, and (iii) certain entities associated with the TransMontaigne business as well as the related inventory and certain pipeline and contract rights (the “ Acquisition ”). On July 1, 2014, the Partnership completed the Acquisition for $200 million in cash, including working capital, plus $347 million for inventory transferred at closing. The Partnership funded the Acquisition with borrowings under its revolving credit facility and available cash resources.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 27, 2014, the Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of February 25, 2013 (the “ LLC Agreement ”), was amended by entering into Amendment No. 2 to the LLC Agreement (the “ LLC Agreement Amendment ”) to revise the requisite ownership threshold required for EMG I NGL GP Holdings LLC to maintain the right to appoint one director as its representative on the board of directors of NGL Energy Holdings LLC.
The LLC Agreement Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the LLC Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 hereto and to the LLC Agreement, filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.
Item 8.01. Other Events
On July 2, 2014, the Partnership issued a press release announcing that it had completed the Acquisition. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) — (b) Financial Statements of Businesses Acquired; Pro Forma Financial Information
Pursuant to Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K, the Partnership will amend this filing on or before September 17, 2014 to file the financial statements required by Rule 3-05(b) of Regulation S-X and Article 11 of Regulation S-X.
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 |
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4.1 |
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Amendment No. 6 to Note Purchase Agreement, dated as of June 30, 2014, among the Partnership and the purchasers named therein |
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10.1 |
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Amendment No. 7 to Credit Agreement, dated as of June 27, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto |
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99.1 |
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Press release dated July 2, 2014 |
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: July 3, 2014 |
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By: |
/s/ H. Michael Krimbill |
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H. Michael Krimbill Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 |
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4.1 |
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Amendment No. 6 to Note Purchase Agreement, dated as of June 30, 2014, among the Partnership and the purchasers named therein |
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10.1 |
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Amendment No. 7 to Credit Agreement, dated as of June 27, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto |
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99.1 |
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Press release dated July 2, 2014 |
Exhibit 3.1
AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NGL ENERGY HOLDINGS LLC
This Amendment No. 2 (the “ Amendment ”), dated as of June 27, 2014, to Third Amended and Restated Limited Liability Company Agreement (the “ Agreement ”) of NGL Energy Holdings LLC (the “ Company ”), dated as of February 25, 2013, is entered into by the Members of the Company pursuant to Section 16.02(a) of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. Unless otherwise indicated, all section references in this Amendment refer to sections of the Agreement.
WHEREAS, in connection with the sale by EMG I NGL GP Holdings, LLC, a Delaware limited liability company (“ EMG I ”), of Membership Interests to the Purchasers (as hereinafter defined) pursuant to a Membership Interest Purchase Agreement dated June 27, 2014, following which EMG I owns Membership Interests representing a 5.7330% Ownership Percentage, it is a condition to EMG I’s willingness to sell the Membership Interests to Purchasers that EMG I maintain its right to appoint a member of the Board of Directors of the Company (the “ Board ”);
WHEREAS, pursuant to Section 16.02(a) of the Agreement, the Members owning (in the aggregate) 80% or more of the outstanding Units may amend the Agreement, subject to certain limitations set forth in Section 16.02(a) of the Agreement; and
WHEREAS, the Members of the Company owning (in the aggregate) 80% or more of the outstanding Units previously approved the Amendment by written consent and authorized the officers of the Company to enter into and adopt this Amendment on behalf of the Members.
NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:
Section 1.01 Amendment of Agreement . The Agreement is hereby amended as follows:
(a) The definition of Requisite Ownership Threshold shall be deleted in its entirety and replaced with the following:
“ Requisite Ownership Threshold ” means, (i) with respect to the Coady Group (acting together in their capacities as Members) and the IEP Group (acting together in their capacities as Members), an aggregate number of Units held by such Member and its Affiliates which equal an Ownership Percentage of not less than 10%, (ii) with respect to SemGroup, an aggregate number of Partnership Units of not less than 2,500,000 (subject to adjustment for unit split, reverse split and similar transaction), (iii) with respect to EMG I, an aggregate number of Units held by it and its Affiliates which equal an Ownership Percentage of not less than 5.0%, (iv) with respect to EMG II, an aggregate number of Units held by
it and its Affiliates which equal an Ownership Percentage of not less than 5.364% and (v) with respect to Frank Mapel, direct or indirect ownership of an aggregate number of Partnership Units of not less than 100,000 (subject to adjustment for unit split, reverse split and similar transaction ); provided, that the number of Partnership Units “indirectly” owned by Mr. Mapel through his ownership in an entity that owns Partnership Units shall be determined by multiplying the number of Partnership Units owned by such entity by the percentage of Mr. Mapel’s ownership of such entity.
Section 2.01 Counterparts . This Amendment may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Amendment immediately upon affixing its signature hereto.
Section 3.01 Ratification . Except as expressly amended by this Amendment, the Agreement is in all respects ratified and confirmed and all of the terms and conditions and provisions of the Agreement shall remain in full force and effect.
Section 4.01 Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
[signature page follows]
IN WITNESS WHEREOF, a duly authorized officer of the Company has executed this Amendment on behalf of the Members pursuant to the written consent adopted by the Members on June 27, 2014, to be effective as of the date first set forth 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 |
Exhibit 4.1
EXECUTION VERSION
AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT, dated as of June 30, 2014 but effective as of the Effective Date (as defined in Section 4 hereof) (this “ Amendment ”), to the Note Purchase Agreement dated as of June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013, Amendment No. 2 thereto dated as of May 8, 2013, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, and Amendment No. 5 thereto dated as of December 23, 2013 (such note purchase agreement, as so amended, being referred to herein as the “ Existing Note Purchase Agreement ” and as the same shall be further amended hereby, the “ Note Purchase Agreement ”), is among NGL Energy Partners LP, a Delaware limited partnership (the “ Company ”), the Guarantors (solely with respect to Section 7(c) hereof) and the holders of Notes listed on the signature pages hereto (collectively, the “ Noteholders ”).
RECITALS:
A. The Company and the Purchasers party thereto have previously entered into the Existing Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Existing Note Purchase Agreement.
B. The Guarantors entered into that certain Guaranty Agreement dated as of June 19, 2012 (as heretofore amended, supplemented or otherwise modified, the “ Guaranty Agreement ”).
C. The Company has requested certain amendments to the Existing Note Purchase Agreement as more fully described herein below.
D. The Noteholders have agreed to such amendments, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Company, set forth herein.
NOW, THEREFORE , in consideration of the premises and the covenants, terms, conditions, representations and warranties herein contained, the parties hereto hereby agree as follows:
Section 1. AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT . Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Company herein contained, the Company and the Noteholders hereby agree to amend the Existing Note Purchase Agreement as set forth below, effective as of the Effective Date:
(a) Sections 9.12(b) and 9.12(c) of the Existing Note Purchase Agreement are hereby amended and restated in their entirety as follows:
“(b) (i) Keep the Risk Management Policy in full force and effect, and in accordance therewith, conduct its business in compliance with the Risk Management Policy, and (ii) ensure that the Note Parties’ Net Open Positions at no time exceed (A) 350,000 barrels or barrel equivalents of Crude Oil, (B) 450,000 barrels of Natural Gas Liquids, (C) 1,500,000 MMBTUs of Natural Gas or (D) 550,000 barrels or barrel equivalents of refined petroleum products (including renewables).
(c) Provide written notice to the holders of Notes of any material amendment, modification, supplement or other change to the Risk Management Policy not later than 10 Business Days after any such amendment, modification, supplement or other change; provided that changes in personnel reflected in the Risk Management
Policy will not be deemed “material” for purposes of this Section 9.12(c) and provided further that no changes shall be made by the Note Parties that would have the effect of causing the Note Parties’ Net Open Positions to exceed (i) 350,000 barrels or barrel equivalents of Crude Oil, (ii) 450,000 barrels of Natural Gas Liquids, (iii) 1,500,000 MMBTUs of Natural Gas or (iv) 550,000 barrels or barrel equivalents of refined petroleum products (including renewables).”
(b) The definition of “ Subsidiary ” in Schedule B to the Existing Note Purchase Agreement is hereby amended by adding the following sentence as a new sentence at the end of such definition:
“Anything in this Agreement or any other Note Document to the contrary notwithstanding, neither TLP nor any of its Subsidiaries shall be deemed to be a Subsidiary of any of the Note Parties or any of their respective Subsidiaries for any purpose under this Agreement (including, without limitation, for purposes of Section 9.15 hereof) or any other Note Document, notwithstanding that TLP GP, the general partner of TLP, will be a wholly-owned Subsidiary of the Company upon the effectiveness of the TransMontaigne Acquisition or for any other reason.”
(c) Schedule B to the Existing Note Agreement is hereby further amended by adding the following definitions in their proper alphabetical order:
“‘ TLP ’ means TransMontaigne Partners L.P., a Delaware limited partnership.”
“‘ TLP GP ’ means TransMontaigne GP L.L.C., a Delaware limited liability company.”
“‘ TransMontaigne Acquisition ’ means the acquisition of TransMontaigne Inc. by the Company scheduled to occur on or about July 1, 2014 and pursuant to which the Company will acquire an ownership interest in TLP equal to 19.7%.”
Section 2. LIMITED WAIVER . With respect to any non-delivery of consolidating financial statements that were to be delivered by the Company pursuant to Section 7.1(a) or 7.1(b) of the Existing Note Purchase Agreement from the date of the Closing until the Effective Date, the Required Holders hereby waive any breach of Section 7.1(a) or 7.1(b) of the Existing Note Purchase Agreement by the Company arising from such failure to deliver financial statements on a consolidating basis. This limited waiver shall not be construed as a waiver of any other provision of the Note Purchase Agreement or any other Note Document or for any purpose except as expressly set forth herein or a consent to any further or future action on the party of any Note Party that would require the waiver or consent of the Noteholders.
Section 3. LIMITED RELEASE . Consistent with the exclusion of TLP and its Subsidiaries from the definition of “Subsidiary” under the Note Purchase Agreement and the other Note Documents, in connection with any Disposition of the Equity Interests of TLP permitted under the Note Purchase Agreement, the Required Holders hereby authorize the release of any Lien on such Equity Interests of TLP (to the extent such Equity Interests become Collateral at any time) arising under the Security Documents.
Section 4. EFFECTIVENESS OF AMENDMENTS, LIMITED WAIVER AND LIMITED RELEASE . The amendments set forth in Section 1 of this Amendment, the limited waiver set forth in Section 2 of this Amendment and the limited release set forth in Section 3 of this Amendment shall become effective (the date of such effectiveness being referred to herein as the “ Effective Date ”) upon the satisfaction of each of the conditions provided immediately below in this Section 4 (with each of the
documents referred to below being in form and substance satisfactory to the Required Holders and in full force and effect):
(a) Execution and Delivery of this Amendment . The Noteholders shall have received a copy of this Amendment duly executed and delivered by the Company and the Guarantors, and by the Noteholders constituting the Required Holders.
(b) Representations and Warranties . Each of the representations and warranties of the Company made in this Amendment shall be true and correct on and as of the Effective Date.
(c) Amendment to Credit Agreement . The Noteholders shall have received a copy of an amendment in respect of the Credit Agreement, dated on or prior to the date hereof, in form and substance satisfactory to the Required Holders and executed and delivered by the Note Parties, the Administrative Agent and the Required Lenders (as defined in the Credit Agreement).
(d) Amendment to Intercreditor Agreement . The Noteholders shall have received a copy of an amendment in respect of the Intercreditor Agreement, dated on or prior to the date hereof, in form and substance satisfactory to the Required Holders and executed and delivered by the Note Parties and the Secured Parties constituting the Requisite Secured Parties (as defined in the Intercreditor Agreement).
(e) Proceedings and Documents . All corporate and other proceedings pertaining directly to this Amendment and all documents and instruments directly incident to this Amendment shall be satisfactory to the Required Holders and their special counsel, and the Noteholders and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Required Holders or such special counsel may reasonably request.
Section 5. REPRESENTATIONS AND WARRANTIES; NO DEFAULT . To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement and the Intercreditor Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.
Section 6. EXPENSES . The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable out-of-pocket expenses and costs incurred by the Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Baker Botts L.L.P., incurred in connection with the preparation, negotiation and delivery of this Amendment, and all other related documentation. This Section 6 shall not be construed to limit the Company’s obligations under Section 15.1 of the Existing Note Purchase Agreement.
Section 7. MISCELLANEOUS .
(a) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, the parties hereto. Delivery of this Amendment may be made by telecopy or electronic transmission of a duly executed counterpart copy hereof; provided that any such delivery by electronic transmission shall be effective only if transmitted in .pdf format, .tif format or other format in which the text is not readily modifiable by any recipient thereof.
(c) Affirmation of Obligations . Notwithstanding that such consent is not required under the Guaranty Agreement, or any of the other Note Documents to which it is a party, each of the Guarantors consents to the execution and delivery of this Amendment by the parties hereto. As a material inducement to the undersigned to amend the Existing Note Purchase Agreement, each of the Guarantors (i) acknowledges and confirms the continuing existence, validity and effectiveness of the Guaranty Agreement and each of the other Note Documents to which it is a party and (ii) agrees that the execution, delivery and performance of this Amendment shall not in any way release, diminish, impair, reduce or otherwise affect its obligations thereunder.
(d) Note Document . This Amendment is a Note Document and all of the provisions of the Note Purchase Agreement which apply to Note Documents apply hereto.
(Remainder of Page Intentionally Left Blank; Signature Pages Follow)
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Effective Date.
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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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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 6 to Note Purchase Agreement
The foregoing is hereby agreed to as of the date hereof:
NOTEHOLDERS:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA , as a Noteholder
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By: |
/s/ Matthew Baker |
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Name: |
Matthew Baker |
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Title: |
Vice President |
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PRUCO LIFE INSURANCE COMPANY ,
as a Noteholder
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By: |
/s/ Matthew Baker |
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Name: |
Matthew Baker |
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Title: |
Assistant Vice President |
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UNIVERSAL PRUDENTIAL ARIZONA
REINSURANCE COMPANY , as a Noteholder
By: Prudential Investment Management, Inc.,
as investment manager
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By: |
/s/ Matthew Baker |
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Name: |
Matthew Baker |
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Title: |
Vice President |
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PRUDENTIAL ARIZONA REINSURANCE
CAPTIVE COMPANY , as a Noteholder
By: Prudential Investment Management, Inc.,
as investment manager
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By: |
/s/ Matthew Baker |
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Name: |
Matthew Baker |
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Title: |
Vice President |
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Signature Page to Amendment No. 6 to Note Purchase Agreement
PRUDENTIAL ARIZONA REINSURANCE
UNIVERSAL COMPANY , as a Noteholder
By: Prudential Investment Management, Inc.,
as investment manager
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By: |
/s/ Matthew Baker |
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Name: |
Matthew Baker |
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Title: |
Vice President |
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PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY COMPANY , as a Noteholder
By: Prudential Investment Management, Inc.,
as investment manager
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By: |
/s/ Matthew Baker |
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Name: |
Matthew Baker |
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Title: |
Vice President |
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Signature Page to Amendment No. 6 to Note Purchase Agreement
AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to
AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY)
AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE)
AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY)
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
COMMERCE AND INDUSTRY INSURANCE COMPANY
NEW HAMPSHIRE INSURANCE COMPANY
CHARTIS PROPERTY CASUALTY COMPANY
By: AIG ASSET MANAGEMENT (U.S.), LLC , Investment Adviser
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By: |
/s/ Curtis F. Sullivan |
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Name: |
Curtis F. Sullivan |
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Title: |
Vice President |
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Signature Page to Amendment No. 6 to Note Purchase Agreement
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA , as a Noteholder
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By: |
/s/ Andrew M. Leicester |
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Name: |
Andrew M. Leicester |
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Title: |
Director |
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Signature Page to Amendment No. 6 to Note Purchase Agreement
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SUNLIFE ASSURANCE COMPANY OF CANADA , as a Noteholder |
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By: |
/s/ Keith Cressman |
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Name: |
Keith Cressman |
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Title: |
Senior Managing Director |
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By: |
/s/ Neil Cameron |
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Name: |
Neil Cameron |
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Title: |
Senior Managing Director |
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Signature Page to Amendment No. 6 to Note Purchase Agreement
Agreed to and acknowledged by the undersigned solely with respect to Section 7(c) hereof:
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GUARANTORS: |
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HICKSGAS, LLC |
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NGL ENERGY OPERATING LLC |
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NGL-MA REAL ESTATE, LLC |
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NGL-MA, LLC |
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NGL-NE REAL ESTATE, LLC |
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NGL LIQUIDS, LLC |
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NGL PROPANE, LLC |
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NGL SUPPLY WHOLESALE, LLC |
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NGL SUPPLY TERMINAL COMPANY, LLC |
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OSTERMAN PROPANE, LLC |
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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 6 to Note Purchase Agreement
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ANDREWS OIL BUYERS, INC. |
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ANTICLINE DISPOSAL, LLC |
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CENTENNIAL ENERGY, LLC |
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CENTENNIAL GAS LIQUIDS ULC |
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HIGH SIERRA COMPRESSION, LLC |
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HIGH SIERRA CRUDE OIL & MARKETING, LLC |
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HIGH SIERRA ENERGY, LP (by High Sierra Energy GP, LLC, its general partner) |
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HIGH SIERRA ENERGY MARKETING, LLC |
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HIGH SIERRA ENERGY OPERATING, LLC |
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HIGH SIERRA TRANSPORTATION, LLC |
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LOTUS OILFIELD SERVICES, L.L.C. |
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NGL CRUDE LOGISTICS, LLC |
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NGL CRUDE TRANSPORTATION, LLC |
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NGL ENERGY HOLDINGS II, LLC |
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NGL ENERGY LOGISTICS, LLC |
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NGL CRUDE TERMINALS, LLC |
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NGL CRUDE CUSHING, LLC |
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NGL CRUDE PIPELINES, LLC |
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NGL CRUDE CANADA HOLDINGS, LLC |
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NGL MARINE, LLC |
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NGL SHIPPING AND TRADING, LLC |
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NGL WATER SOLUTIONS EAGLE FORD, LLC |
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NGL WATER SOLUTIONS, LLC |
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NGL WATER SOLUTIONS PERMIAN, LLC |
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NGL WATER SOLUTIONS DJ, LLC |
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PETRO SOURCE TERMINALS, LLC |
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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 6 to Note Purchase Agreement
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT NO. 7 TO CREDIT AGREEMENT , dated as of June 27, 2014 (this “ Amendment ”) to the Credit Agreement dated as of June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013, Amendment No. 2 thereto dated as of May 8, 2013, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, Amendment No. 5 thereto dated as of December 23, 2013, and Amendment No. 6 thereto dated as of June 12, 2014 (the credit agreement, as so amended and as otherwise amended, supplemented and modified from time to time, the “ Credit Agreement ”) among NGL ENERGY PARTNERS LP, a Delaware limited partnership (“ Parent ”), NGL ENERGY OPERATING LLC, a Delaware limited liability company (“ Borrowers’ Agent ”), each subsidiary of the Parent identified as a “Borrower” under the Credit Agreement (together with the Borrowers’ Agent, each, a “ Borrower ” and collectively, the “ Borrowers ”), DEUTSCHE BANK AG, NEW YORK BRANCH, as technical agent (in such capacity, together with its successors in such capacity, the “ Technical Agent ”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DBTCA ”), as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) and as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”) and each financial institution identified as a “Lender” or an “Issuing Bank” under the Credit Agreement (each, a “ Lender ” and together with the Technical Agent, the Administrative Agent and the Collateral Agent, the “ Secured Parties ”).
RECITALS
WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:
1. Defined Terms . Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement.
2. Amendments to Section 1.1 (Defined Terms) of the Credit Agreement . The following terms: “Acquisition Revolving Commitment”, “Qualified Obligation Aggregate Cap”, “Subsidiary” “Total Acquisition Revolving Commitment”, “Total Commitment”, “Total Working Capital Revolving Commitment” and “Working Capital Revolving Commitment” as set forth in Section 1.1 of the Credit Agreement are hereby amended as set forth below:
(a) The last two sentences of the definition of “Acquisition Revolving Commitment” are hereby deleted in their entireties and replaced with the following:
“As of any date, the amount of each Acquisition Revolving Lenders’ Acquisition Revolving Commitments is set forth in Schedule 1.1A , as adjusted from time to time pursuant to the terms of this Agreement.”
(b) The definition of “Qualified Obligation Aggregate Cap is hereby amended by deleting the phrase “$100,000,000” as it appears at the beginning of such defined term and inserting in lieu thereof the phrase “$200,000,000”.
(c) The definition of “Subsidiary” is hereby amended by adding the following sentence as a new sentence at the end of such definition:
“Anything in this Agreement or any other Loan Document to the contrary notwithstanding, neither TLP nor any of its subsidiaries shall be deemed to be a Subsidiary of any of the Credit Parties or any of their respective Subsidiaries for any purpose under this Agreement (including, without limitation, for purposes of Section 6.10 hereof) or any other Loan Document, notwithstanding that TLP GP, the general partner of TLP will be a wholly owned Subsidiary of the Parent upon the effectiveness of the TransMontaigne Acquisition or for any other reason.”
(d) The last sentence of the definition of “Total Acquisition Revolving Commitment” is hereby deleted in its entirety and replaced with the following:
“As of any date, the Total Acquisition Revolving Commitment is set forth on Schedule 1.1A , as may be adjusted from time to time pursuant to the terms of this Agreement.”
(e) The last sentence of the definition of “Total Commitment” is hereby deleted in its entirety and replaced with the following:
“As of the any date, the Total Commitment is set forth on Schedule 1.1A , as adjusted from time to time pursuant to the terms of this Agreement.”
(f) The last sentence of the definition of “Total Working Capital Revolving Commitment” is hereby deleted in its entirety and replaced with the following:
“As of any date, the Total Working Capital Revolving Commitment is set forth on Schedule 1.1A , as adjusted from time to time pursuant to the terms of this Agreement.”
(g) The last two sentences of the definition of “Working Capital Revolving Commitment” are hereby deleted in their entireties and replaced with the following:
“As of any date, the amount of each Working Capital Revolving Lenders’ Working Capital Revolving Commitments is set forth on Schedule 1.1A , as may be adjusted from time to time pursuant to the terms of this Agreement.”
3. Amendment to Section 1.1 (Defined Terms) of the Credit Agreement . Section 1.1 of the Credit Agreement is hereby further amended by adding into Section 1.1 of the Credit Agreement the below terms as new defined terms in the appropriate alphabetical order:
““ Amendment No. 7 Effective Date ” means June 27, 2014.”
““ Sanctioned Country ” has the meaning specified in Section 5.24(b) .”
““ Sanctioned Person ” has the meaning specified in Section 5.24(b) .”
““ Sanctions ” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union, and/or
the French Republic, and/or Her Majesty’s Treasury, or other relevant sanctions authority.”
““ TLP ” means TransMontaigne Partners L.P., a Delaware limited partnership.”
““ TransMontaigne Acquisition ” means the acquisition of TransMontaigne Inc. by the Parent Partners LP, a Delaware limited partnership, scheduled to occur on or about July 1, 2014 and pursuant to which Parent will acquire an ownership interest in TLP equal to 19.7%.”
““ TLP GP ” means TransMontaigne GP L.L.C., a Delaware limited liability company.”
4. Amendments to Article V (Representations and Warranties) of the Credit Agreement . Article V of the Credit Agreement is hereby amended by adding the following as new Section 5.24 of the Credit Agreement:
“Section 5.24 Foreign Corrupt Practices Act; Sanctions Laws .
(a) Neither any Credit Party nor any Subsidiary, director or officer of a Credit Party or, to the best knowledge of any Credit Party, any Affiliate, agent or employee of a Credit Party, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction and the Credit Parties have instituted and maintains policies and procedures designated to prevent violation of such laws, regulations and rules.”
(b) Neither any Credit Party nor any Subsidiary of a Credit Party or their respective directors and officers, or, to the knowledge of any Credit Party, any Affiliate, agent or employee of any Credit Party or any Subsidiary of a Credit Party is a Person that is, or is owned or controlled by, Persons that are (i) the subject of any Sanctions (a “ Sanctioned Person ”) or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions broadly prohibiting dealings with such government, country, or territory (a “ Sanctioned Country ”), currently including, without limitation, Cuba, Iran, Burma, North Korea, Sudan and Syria.
(c) The Credit Parties will not, directly or indirectly, use the proceeds of the Loans hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans hereunder, whether as underwriter, advisor, investor, or otherwise).”
5. Amendments to Section 6.9 (Use of Proceeds) of the Credit Agreement . Section 6.9 of the Credit Agreement is hereby amended by (i) removing the word “and” at the end of clause (c) of such Section, (ii) replacing the period at the end of clause (d) of such Section with “, and” and (iii) inserting the following clause immediately after such clause (d):
“(e) for purposes that are inconsistent with Sections 5.24 .”
6. Amendment to Section 6.17(b) (Hedging Strategy; Risk Management Policy) of the Credit Agreement . Section 6.17(b) of the Credit Agreement is hereby amended by deleting the word “and” as it appears immediately before the phrase “(iii) $1,500,000 MMBTUs of Natural Gas” and by inserting immediately following such phrase “(iv) 550,000 barrels or barrel equivalents of refined petroleum products (including renewables).”
7. Waiver of Non-Delivery of Consolidating Financial Statements . With respect to any non-delivery of consolidating financial statements that were to be delivered by the Credit Parties pursuant to Sections 6.3(a) and (b) of the Credit Agreement from the Closing Date until the Amendment No. 7 Effective Date, the Lenders hereby waive any breach of Sections 6.3(a ) and (b) of the Credit Parties arising from the failure to deliver financial statements on a consolidating basis. This waiver shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or other Loan Documents or for any purpose except as expressly set forth herein.
8. Release of TLP Equity Interests . Consistent with Section 10.16 of the Credit Agreement and the exclusion of TLP and its subsidiaries from the definition of “Subsidiary” under the Credit Agreement and the other Loan Documents, in connection with any Disposition of the Equity Interests of TLP permitted under the Credit Agreement, the Required Lenders hereby authorize the release of any Lien on such Equity Interests of TLP (to the extent such Equity Interests become Collateral at any time) arising under the Security Documents.
9. Representations and Warranties; No Default . To induce the Lenders to enter into this Amendment, each Credit Party that is a party hereto (by delivery of its respective counterpart to this Amendment) hereby (i) represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amendment, its representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); (ii) represents and warrants to the Administrative Agent and the Lenders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same, and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.
10. Conditions to Effectiveness . This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:
(a) Amended Loan Documents. The Administrative Agent shall have received (i) this Amendment executed and delivered by a duly authorized officer of each Credit Party party hereto and duly executed counterparts to this Amendment from the Lenders constituting the Required Lenders and (ii) and the Fifth Amendment to the Intercreditor Agreement, executed and delivered by a duly authorized officer of each party thereto.
(b) Fees and Expenses . The Borrowers shall have paid to the Administrative Agent for the account of the Lenders the amount of any and all reasonable fees, costs and expenses that are for the account of the Borrowers pursuant to Section 10.9 of the Credit Agreement, including all such fees, costs and expenses incurred in connection with this Amendment.
(c) Proceedings and Documents : All corporate and other proceedings pertaining directly to this Amendment and all documents and instruments directly incident to this Amendment shall be satisfactory to the required Lenders and their counsel and the Technical Agent shall have received all such counterpart originals or certified or other copies of such documents as the Technical Agent may reasonably request.
11. Limited Effect . Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose, except as expressly set forth herein, or a consent to any further or future action on the part of any Credit Party that would require the waiver or consent of the Lenders. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
12. GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK.
13. Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart hereof by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
14. Headings . Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.
15. Guarantor Acknowledgement . Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.
16. Lender Acknowledgement . Each undersigned Lender, by its signature hereto, hereby authorizes and directs DBTCA in its capacity as Administrative Agent and as Collateral Agent to execute this Amendment.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
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BORROWERS’ AGENT: |
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NGL ENERGY OPERATING LLC |
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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
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GUARANTOR: |
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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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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 7 to Credit Agreement
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CREDIT PARTIES: |
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HICKSGAS, LLC |
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NGL ENERGY OPERATING LLC |
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NGL-MA REAL ESTATE, LLC |
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NGL-MA, LLC |
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NGL-NE REAL ESTATE, LLC |
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NGL LIQUIDS, LLC |
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NGL PROPANE, LLC |
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NGL SUPPLY WHOLESALE, LLC |
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NGL SUPPLY TERMINAL COMPANY, LLC |
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OSTERMAN PROPANE, LLC |
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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 7 to Credit Agreement
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CREDIT PARTIES: |
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ANDREWS OIL BUYERS, INC. |
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ANTICLINE DISPOSAL, LLC |
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CENTENNIAL ENERGY, LLC |
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CENTENNIAL GAS LIQUIDS ULC |
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HIGH SIERRA COMPRESSION, LLC |
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HIGH SIERRA CRUDE OIL & MARKETING, LLC |
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HIGH SIERRA ENERGY, LP (BY High Sierra Energy GP, LLC, its general partner) |
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HIGH SIERRA ENERGY MARKETING, LLC |
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HIGH SIERRA ENERGY OPERATING, LLC |
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HIGH SIERRA TRANSPORTATION, LLC |
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LOTUS OILFIELD SERVICES, L.L.C. |
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NGL CRUDE LOGISTICS, LLC |
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NGL CRUDE TRANSPORTATION, LLC |
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NGL ENERGY HOLDINGS II, LLC |
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NGL ENERGY LOGISTICS, LLC |
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NGL CRUDE TERMINALS, LLC |
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NGL CRUDE CUSHING, LLC |
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NGL CRUDE PIPELINES, LLC |
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NGL CRUDE CANADA HOLDINGS, LLC, |
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NGL MARINE, LLC |
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NGL SHIPPING AND TRADING, LLC |
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NGL WATER SOLUTIONS EAGLE FORD, LLC |
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NGL WATER SOLUTIONS, LLC |
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NGL WATER SOLUTIONS PERMIAN, LLC |
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NGL WATER SOLUTIONS DJ, LLC |
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PETRO SOURCE TERMINALS, LLC |
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By: |
/s/ Atanas H. Atanasov |
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Name: |
Atanas H. Atanasov |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 7 to Credit Agreement
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SECURED PARTIES: |
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent |
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By: |
/s/ Dierdra N. Ross |
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Name: Dierdra N. Ross |
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Title: Vice President |
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By: |
/s/ Li Jiang |
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Name: Li Jiang |
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Title: Assistant Vice President |
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DEUTSCHE BANK AG, NEW YORK BRANCH, |
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as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent |
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By: |
/s/ Chris Chapman |
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Name: Chris Chapman |
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Title: Director |
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By: |
Vanuza Pereira-Bravo |
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Name: Vanuza Pereira-Bravo |
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Title: AVP |
Signature Page to Amendment No. 7 to Credit Agreement
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ROYAL BANK OF CANADA, |
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as a Lender |
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By: |
/s/ Jason S. York |
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Name: Jason S. York |
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Title: Authorized Signatory |
Signature Page to Amendment No. 7 to Credit Agreement
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BNP PARIBAS, |
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as a Lender and Issuing Bank |
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By: |
/s/ Matt Worstell |
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Name: Matt Worstell |
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Title: Director |
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By: |
/s/ Robert J. Smith |
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Name: Robert J. Smith |
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Title: Director |
Signature Page to Amendment No. 7 to Credit Agreement
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., |
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as a Lender |
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By: |
/s/ Andrew Oram |
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Name: Andrew Oram |
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Title: Managing Director |
Signature Page to Amendment No. 7 to Credit Agreement
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PNC BANK, NATIONAL ASSOCIATION, |
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as a Lender and Issuing Bank |
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By: |
/s/ Adam Macklin |
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Name: Adam Macklin |
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Title: Assistant Vice President |
Signature Page to Amendment No. 7 to Credit Agreement
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THE ROYAL BANK OF SCOTLAND PLC, |
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as a Lender |
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By: |
/s/ Sanjay Remond |
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Name: Sanjay Remond |
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Title: Authorised Signatory |
Signature Page to Amendment No. 7 to Credit Agreement
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BMO HARRIS BANK N.A, |
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as a Lender |
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By: |
/s/ Anthony Kwilosz |
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Name: Anthony Kwilosz |
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Title: Sr. Vice President |
Signature Page to Amendment No. 7 to Credit Agreement
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RAYMOND JAMES BANK, N.A., |
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as a Lender |
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By: |
/s/ Scott G. Axelrod |
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Name: Scott G. Axelrod |
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Title: Vice President |
Signature Page to Amendment No. 7 to Credit Agreement
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ABN AMRO CAPITAL USA LLC, |
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as a Lender |
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By: |
/s/ Darrell Holley |
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Name: Darrell Holley |
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Title: Managing Director |
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By: |
/s/ Casey Lowary |
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Name: Casey Lowary |
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Title: Executive Director |
Signature Page to Amendment No. 7 to Credit Agreement
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SUNTRUST BANK, |
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as a Lender |
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By: |
/s/ Carmen Malizia |
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Name: |
Carmen Malizia |
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Title: |
Director |
Signature Page to Amendment No. 7 to Credit Agreement
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UBS AG, STAMFORD BRANCH, |
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as a Lender |
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By: |
/s/ Jennifer Anderson |
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Name: Jennifer Anderson |
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Title: Associate Director |
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By: |
/s/ Houssem Daly |
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Name: Houssem Daly |
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Title: Associate Director |
Signature Page to Amendment No. 7 to Credit Agreement
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MACQUARIE BANK LIMITED, |
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as a Lender |
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By: |
/s/ Alan D. Cameron |
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Name: Executive Director |
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Title: |
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By: |
/s/ Fiona Smith |
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Name: Fiona Smith |
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Title: Division Director |
Signature Page to Amendment No. 7 to Credit Agreement
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WELLS FARGO BANK, NATIONAL ASSOCIATION, |
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as a Lender |
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By: |
/s/ Andrew Ostrov |
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Name: Andrew Ostrov |
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Title: Director |
Signature Page to Amendment No. 7 to Credit Agreement
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BARCLAYS BANK PLC, |
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as a Lender |
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By: |
/s/ Vanessa Kurbatskiy |
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Name: Vanessa Kurbatskiy |
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Title: Vice President |
Signature Page to Amendment No. 7 to Credit Agreement
Exhibit 99.1
NGL Energy Partners LP Announces Completion of Acquisition of TransMontaigne GP and Related Assets
July 02, 2014 08:00 AM Eastern Daylight Time
TULSA, Okla.—(BUSINESS WIRE)—NGL Energy Partners LP (NYSE:NGL) announced today that it has completed its acquisition from Morgan Stanley affiliates of (i) TransMontaigne Inc., the owner of TransMontaigne GP L.L.C., which is the general partner of TransMontaigne Partners L.P., a master limited partnership which trades on the New York Stock Exchange under the symbol “TLP”, (ii) the limited partnership interest of TransMontaigne Partners L.P. held by TransMontaigne Inc., amounting to approximately 17% of the outstanding units, (iii) the limited partnership interest of TransMontaigne Partners L.P. held by affiliates of Morgan Stanley, amounting to approximately 3% of the outstanding units and (iv) certain entities associated with the TransMontaigne business as well as the related inventory and pipeline and other contract rights. The purchase of Morgan Stanley’s energy business related to TransMontaigne was completed on a debt-free basis for a cash purchase price of $200 million, including working capital, plus $347 million for inventory transferred at the closing. The transaction did not involve the sale or purchase of any of the LP units owned by the public.
In connection with the acquisition, LCT Capital and UBS Investment Bank served as NGL’s financial advisors and Winston & Strawn LLP served as NGL’s legal counsel.
Quarterly Distribution Outlook
The management of NGL Energy Partners LP intends to recommend to the board of directors of its general partner that NGL increase its quarterly distribution for the first fiscal quarter ended June 30, 2014, by $0.0375 to $0.58875 per outstanding limited partner unit from $0.55125 per unit, resulting in an annualized cash distribution of $2.355 per outstanding limited partner unit. On an annualized basis this represents an increase of $0.15 from $2.205 per unit to $2.355 per unit.
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 retail propane. NGL completed its initial public offering in May 2011. For further information, visit the Partnership’s website as www.nglenergypartners.com.
About TransMontaigne Partners L.P.
TransMontaigne Partners L.P. is a terminaling and transportation company based in Denver, Colorado, with operations along the Gulf Coast, in the Midwest, in Brownsville, Texas, along the Mississippi and Ohio Rivers and in the Southeastern United States. TransMontaigne Partners L.P. provides integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels; heavy refined products include residual fuel oils and asphalts. TransMontaigne Partners L.P. does not purchase or market products that it handles or transports.
Forward-Looking Statements
This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes its expectations as reflected in the forward-looking statements are reasonable, NGL can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.
Contacts
NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Chief Financial Officer and Treasurer
Atanas.atanasov@nglep.com