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): March 6, 2018

NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)

Delaware
 
001-35172
 
27-3427920
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

6120 South Yale Avenue
Suite 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:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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 1.01.  
  Entry into a Material Definitive Agreement.

Amendment to Credit Agreement
 
On March 6, 2018, 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. 4 (the “ Credit Agreement Amendment ”) to the Partnership’s Amended and Restated Credit Agreement (the “ Credit Agreement ”) with Deutsche Bank Trust Company Americas, as administrative agent, and the other financial institutions party thereto.
 
Within the Credit Agreement Amendment, the lenders consent to, subject to the consummation of the Initial Sawtooth Disposition, to release each Sawtooth Entity (i) as a Guarantor under its Guaranty, (ii) as a “Grantor” under the Security Document, (iii) as a direct or indirect “Subsidiary” of any Credit Party under any Loan Document and (iv) with respect to any other obligations under the Loan Documents.  In return, the Partnership agrees to use the Net Proceeds of each Sawtooth Disposition to pay down existing Indebtedness no later than five (5) Business Days after the consummation of such Sawtooth Disposition.
 
The Credit Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description of the material terms of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Credit Agreement Amendment.


Item 9.01.   
  Financial Statements and Exhibits.

(d) Exhibits.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
NGL ENERGY PARTNERS LP
 
By:
NGL Energy Holdings LLC,
 
 
its general partner
Date: March 7, 2018
 
By:
/s/ Robert W. Karlovich III
 
 
 
Robert W. Karlovich III
 
 
 
Chief Financial Officer





Exhibit 10.1

EXECUTION VERSION

Amendment No. 4 to Credit Agreement
AMENDMENT NO. 4 TO CREDIT AGREEMENT , dated as of March 6, 2018 (this “ Amendment ”), to the Amended and Restated Credit Agreement dated as of February 14, 2017 (as amended by Amendment No. 1 to Credit Agreement dated as of March 31, 2017, Amendment No. 2 to Credit Agreement dated as of June 2, 2017 Amendment No. 3 to Credit Agreement dated as of February 5, 2018, 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 ”), each subsidiary of Parent identified as a “Guarantor” under the Credit Agreement (together with the Parent, each, a “ Guarantor ” and collectively, the “ Guarantors ”) 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 (as defined below) (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. Amendment to Section 1.1 (Certain Defined Terms) of the Credit Agreement . Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in their respective alphabetical order therein:

““ Initial Sawtooth Disposition ” has the meaning assigned to such term in clause (i) of the definition of “Sawtooth Disposition.”
““ Sawtooth ” means Sawtooth NGL Caverns, LLC , a Delaware limited liability company.”
““ Sawtooth Disposition ” means (i) the sale of approximately 32.43% of the issued and outstanding Equity Interests of Sawtooth , to Magnum Liquids, LLC, a Delaware limited liability company, and certain affiliates of Magnum Liquids, LLC for cash consideration of approximately $45,000,000 together with certain other contributed consideration (the “ Initial Sawtooth Disposition ”) and (ii) the subsequent sales of additional remaining outstanding Equity Interests of Sawtooth through the exercise two separate purchase options, one for approximately 21.62% of the Equity Interests of Sawtooth and the final one for the remaining roughly 45.95% of the Equity Interests of Sawtooth for additional consideration of approximately $175,000,000.”




““ Sawtooth Entities ” means Sawtooth and NGL Supply Terminal Solution Mining, LLC , a Delaware limited liability company.”
3. 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 it (x) has the requisite power and authority to make, deliver and perform this Amendment; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of this Amendment, and (z) has duly executed and delivered this Amendment and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (after giving effect to this Amendment) or will result from the making of this Amendment.

4. Effectiveness of Amendments . This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:

(a) Amendment Documents . The Administrative Agent shall have received this Amendment, duly executed and delivered by each of the Credit Parties, and by Lenders constituting the Required Lenders.
 
(b) Proceedings and Documents . All corporate and other proceedings pertaining directly to this Amendment and all documents, instruments directly incident to this Amendment shall be satisfactory to the required Lenders and their respective 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.

5. Sawtooth Entity Releases; Net Proceeds Application; Contribution to Consolidated EBITDA . By executing this Amendment, each Lender party hereto consents, subject to the consummation of the Initial Sawtooth Disposition, to the release of (and authorizes the Collateral Agent to release) each Sawtooth Entity (i) as a Guarantor under its Guaranty, (ii) as a “Grantor” under the Security Agreement, (iii) as a direct or indirect “Subsidiary” of any Credit Party under any Loan Document, and (iv) with respect to any other obligations under the Loan Documents. The Credit Parties hereby agree to use the Net Proceeds of each Sawtooth Disposition to pay down existing Indebtedness no later than five (5) Business Days after the consummation of such Sawtooth Disposition. For the avoidance of doubt, on and after the Initial Sawtooth Disposition, the determination of “Consolidated EBITDA” for a given period shall not include the value of any Sawtooth Entity, except that cash distributions from a Sawtooth Entity received by a Credit Party during such period may be included in the determination of “Consolidated EBITDA” for such period.

6. 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.

7. 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.

8. 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.




9. 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.

10. 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; provided that, for the avoidance of doubt, each Sawtooth Entity, shall cease to be a Guarantor on and after the consummation of the Initial Sawtooth Disposition as provided in this Amendment.

11. 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 and to release the Sawtooth Entities from their respective obligations under the Loan Documents consistent with 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.

BORROWERS’ AGENT AND BORROWER :

NGL ENERGY OPERATING LLC,
a Delaware limited liability company



By: /s/ Robert W. Karlovich III               
Name: Robert W. Karlovich III     
Title: Chief Financial Officer and Executive Vice President


PARENT :

NGL ENERGY PARTNERS LP,
a Delaware limited partnership


By: /s/ Robert W. Karlovich III                   
Name: Robert W. Karlovich III     
Title: Chief Financial Officer and Executive Vice President


































Signature Page to Amendment No. 4 to Credit Agreement




GUARANTORS :
ANTICLINE DISPOSAL, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
CHOYA OPERATING, LLC
GRAND MESA PIPELINE, LLC
HICKSGAS, LLC
HIGH SIERRA ENERGY, LP
NGL CRUDE CUSHING, LLC
NGL CRUDE LOGISTICS, LLC
NGL CRUDE PIPELINES, LLC
NGL CRUDE TERMINALS, LLC
NGL CRUDE TRANSPORTATION, LLC
NGL ENERGY EQUIPMENT, LLC
NGL ENERGY FINANCE CORP.
NGL ENERGY HOLDINGS II, LLC
NGL ENERGY LOGISTICS, LLC
NGL ENERGY OPERATING LLC
NGL ENERGY PARTNERS LP
NGL LIQUIDS, LLC
NGL-MA, LLC
NGL-MA REAL ESTATE, LLC
NGL MARINE, LLC
NGL MILAN INVESTMENTS, LLC
NGL-NE REAL ESTATE, LLC
NGL PROPANE, LLC
NGL SUPPLY TERMINAL COMPANY, LLCNGL SUPPLY TERMINAL SOLUTION MINING, LLC
NGL SUPPLY WHOLESALE, LLC
NGL WATER SOLUTIONS, LLC
NGL WATER SOLUTIONS BAKKEN, LLC
NGL WATER SOLUTIONS DJ, LLC
NGL WATER SOLUTIONS EAGLE FORD, LLC
NGL WATER SOLUTIONS PERMIAN, LLC
OPR, LLC
OSTERMAN PROPANE, LLC
SAWTOOTH NGL CAVERNS, LLC
TRANSMONTAIGNE LLC
TRANSMONTAIGNE PRODUCT SERVICES LLC
TRANSMONTAIGNE SERVICES LLC



By: /s/ Robert W. Karlovich III             
Name: Robert W. Karlovich III     
Title: Chief Financial Officer and Executive Vice President






Signature Page to Amendment No. 4 to Credit Agreement





SECURED PARTIES :

DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent and as Collateral Agent


By: /s/ Chris Chapman                     
Name: Chris Chapman     
Title: Director


By: /s/ Shai Bandner                     
Name: Shai Bandner         
Title: Director     


DEUTSCHE BANK AG, NEW YORK BRANCH,
as a Lender, as Swingline Lender, as an Issuing Bank and as
Technical Agent

By: /s/ Chris Chapman                 
Name: Chris Chapman     
Title: Director


By: /s/ Shai Bandner                     
Name: Shai Bandner         
Title: Director     


























Signature Page to Amendment No. 4 to Credit Agreement








ROYAL BANK OF CANADA,
as a Lender

By: /s/ Jason S. York                 
Name: Jason S. York         
Title: Authorized Signatory     



BNP PARIBAS,
as a Lender and Issuing Bank

By: /s/ Delphine Gaudiot                     
Name: Delphine Gaudiot         
Title: Director     

By: /s/ Redi Meshi                     
Name: Redi Meshi         
Title: Vice President     


PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Stephen Monto                     
Name: Stephen Monto         
Title: SVP     


BARCLAYS BANK PLC,
as a Lender

By: /s/ Nicholas Guzzardo                     
Name: Nicholas Guzzardo         
Title: Assistant Vice President














Signature Page to Amendment No. 4 to Credit Agreement





ABN AMRO CAPITAL USA LLC,
as a Lender

By: /s/ Darrell Holley                     
Name: Darrell Holley         
Title: Managing Director

By: /s/ Anna C. Ferreira                     
Name: Anna C. Ferreira         
Title: Vice-President
    

TORONTO DOMINION BANK, NEW YORK BRANCH,
as a Lender

By: /s/ Annie Dorval                     
Name: Annie Dorval         
Title: Authorized Signatory
    

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Jacob L. Osterman                     
Name: Jacob L. Osterman     
Title: Director
    

MIZUHO BANK, LTD.,
as a Lender

By: /s/ Leon Mo                     
Name: Leon Mo         
Title: Authorized Signatory
    


















Signature Page to Amendment No. 4 to Credit Agreement




UBS AG, STAMFORD BRANCH,
as a Lender

By: /s/ Houssem Daly                     
Name: Houssem Daly         
Title: Associate Director
    
By: /s/ Darlene Arias                     
Name: Darlene Arias         
Title: Director


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender

By: /s/ Nupur Kumar                     
Name: Nupur Kumar         
Title: Authorized Signatory
    
By: /s/ ChristopherZybrick                     
Name: Christopher Zybrick         
Title: Authorized Signatory
    

GOLDMAN SACHS BANK USA,
as a Lender

By: /s/ Chris Lam                     
Name: Chris Lam         
Title: Authorized Signatory


MACQUARIE BANK LIMITED,
as a Lender
By: /s/ Andrew Herring                     
Name: Andrew Herring         
Title: Division Director

By: /s/ Paul Weston                     
Name: Paul Weston         
Title: Associate Director
    







Signature Page to Amendment No. 4 to Credit Agreement




RAYMOND JAMES BANK, N.A.,
as a Lender
By: /s/ Scott G. Axelrod                     
Name: Scott G. Axelrod         
Title: Senior Vice President
    


CITIZENS BANK, N.A.,
as a Lender

By: /s/ Scott Donaldson                     
Name: Scott Donaldson         
Title: Senior Vice President
    








































Signature Page to Amendment No. 4 to Credit Agreement