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): May 11, 2019
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
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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)
Not applicable
(Former name or former address, if changed since last report.)
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))
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 o
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
Securities Registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Common Units Representing Limited Partner Interests |
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NGL |
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New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2019, Highstar Capital IV, L.P. (“Highstar”) notified NGL Energy Holdings LLC (the “ General Partner ”), the general partner of NGL Energy Partners LP (the “ Partnership ”), that effective immediately, Jared Parker will no longer serve as Highstar’s designated director on the board of directors of the General Partner. Mr. Parker’s resignation did not result from a disagreement on any matter relating to the Partnership’s operations, policies or practices, but rather pursuant to the redemption of all of the issued and outstanding 10.75% Class A Convertible Preferred Units (the “ Class A Preferred Units ”), as more fully described under Item 8.01 of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On May 13, 2019, the Partnership issued a press release (the “ Press Release ”) announcing the redemption of all of the issued and outstanding Class A Preferred Units, as more fully described under Item 8.01 of this Current Report on Form 8-K. The Partnership hereby furnishes the information set forth in the Press Release attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the Press Release being furnished pursuant to Item 7.01 is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall the Press Release or any information contained therein be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On May 13, 2019, the Partnership announced that on May 11, 2019 it redeemed all of the issued and outstanding Class A Preferred Units by payment of a redemption price in cash equal to $13.2385 per Class A Preferred Unit, plus all accrued but unpaid accumulated distributions in respect of such Class A Preferred Units, to but not including the redemption date of May 11, 2019. Upon redemption of all of the issued and outstanding Class A Preferred Units, all of the Partnership’s Class A Preferred Units ceased to be issued and outstanding.
The information contained in this Current Report on Form 8-K shall not constitute a notice of redemption of any of the Partnership’s securities. The redemption of Class A Preferred Units was made solely pursuant to the Partnership’s formal notice of redemption dated May 1, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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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: May 13, 2019 |
By: |
/s/ Robert W. Karlovich III |
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Name: |
Robert W. Karlovich III |
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Title: |
Chief Financial Officer |
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NGL Energy Partners LP Announces Redemption of Its 10.75% Class A Convertible Preferred Units
TULSA, Okla.—(BUSINESS WIRE)—May 13, 2019— NGL Energy Partners LP (NYSE:NGL) (the “Partnership” or “NGL”) announced today that it has redeemed all 12,473,191 of the remaining issued and outstanding 10.75% Class A Convertible Preferred Units (“Class A Preferred Units”) for a total redemption price of $13.2385 per unit, calculated as 110% of $12.035 per unit (the Class A Preferred Unit Price), or $165.1 million in total, plus all accrued but unpaid and accumulated distributions to, but not including, the redemption date of May 11, 2019. The redemption was funded through borrowings on the Partnership’s revolving credit facility, resulting in expected annualized cost of capital savings based on current borrowing rates of approximately $9 million.
“NGL is pleased to have partnered with Oaktree over the past three years, including the participation of Jared Parker on our Board of Directors,” stated Mike Krimbill, NGL’s CEO. “The original equity contribution from funds managed by Oaktree Capital Management, L.P. (“Oaktree”) in 2016 helped provide the capital required to complete our Grand Mesa Pipeline and manage a very challenging industry cycle. We appreciate the partnership with the Oaktree team and look forward to future opportunities for our firms to work together.”
“Mike, Trey and the entire NGL team have done a terrific job growing value for NGL’s unit holders through a particularly challenging market,” stated Jared Parker, co-portfolio manager of Oaktree’s Infrastructure Investing strategy. “We are pleased to have contributed to the company’s success. We value our partnership with NGL and look forward to continuing to work together on new opportunities.”
As a result of the full redemption of the Class A Preferred Units, Oaktree will no longer hold Board representation rights and NGL has accepted Mr. Parker’s resignation from the Board of Directors of the Partnership’s General Partner. The information in this press release shall not constitute a notice of redemption of any of the Partnership’s securities.
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 .
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with $119 billion in assets under management as of March 31, 2019. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 950 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/ .
Trey Karlovich, 918-481-1119
Executive Vice President and Chief Financial Officer
Trey.Karlovich@nglep.com
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Linda Bridges, 918-481-1119
Senior Vice President — Finance and Treasurer
Linda.Bridges@nglep.com