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): July 2, 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))
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 |
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9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units |
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NGL-PB |
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New York Stock Exchange |
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9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units |
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NGL-PC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 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
Item 8.01 Other Events
On July 2, 2019, NGL Energy Partners LP (the “ Partnership ”) issued a press release announcing it completed a private placement to institutional investors of $400 million of its Class D Preferred Units and warrants to purchase common units representing equity interests in the Partnership. The Partnership also announced in such press release that it completed a private placement of 4,185,642 of its Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, as payment for a portion of the previously announced acquisition of assets from Mesquite Disposals Unlimited, LLC. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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: July 2, 2019 |
By: |
/s/ H. Michael Krimbill |
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H. Michael Krimbill |
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Chief Executive Officer |
NGL Energy Partners LP Announces Closing of
$400 Million Private Placement of Equity Securities
NGL Energy Partners LP (NYSE:NGL) (the “Partnership” or “NGL”) today announced that on July 2, 2019, it completed a private placement to institutional investors of $400 million of its Class D Preferred Units and warrants to purchase common units representing equity interests in the Partnership.
The Class D Preferred Units bear an initial preferred distribution rate of 9.00%, are redeemable at any time at the option of the Partnership, and are redeemable at the option of the holders after eight and one-half years or in connection with a change of control. The warrants have a ten year expiration date and will be exercisable upon and after the first anniversary of their issuance, for 7,000,000 common units at $14.54 per unit, and 10,000,000 common units at $17.45 per unit.
NGL used the net proceeds from the issuance of the Class D Preferred Units and the warrants to pay for a portion of the purchase price of the previously announced acquisition of assets from Mesquite Disposals Unlimited, LLC and Mesquite SWD Inc.
In addition, on July 2, 2019, NGL issued 4,185,642 additional units out of its existing preferred equity interests designated Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (which have a $25.00 per unit liquidation preference), as payment of a portion of the purchase price for the Mesquite acquisition.
The securities described herein have not been registered under the Securities Act of 1933, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act of 1933 and applicable state securities or blue-sky laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
NGL Energy Partners LP
Investor Relations:
Trey Karlovich, 918-481-1119
Executive Vice President and Chief Financial Officer
Trey.Karlovich@nglep.com
or
Linda Bridges, 918-481-1119
Senior Vice President — Finance and Treasurer
Linda.Bridges@nglep.com