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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): December 30, 2019

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbols
 
Name of Each Exchange on Which Registered
Common units representing Limited Partner Interests
 
NGL
 
New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units
 
NGL-PB
 
New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units
 
NGL-PC
 
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
 
☐


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.

Facility Increase Agreement
 
On December 30, 2019, NGL Energy Operating, LLC, in its capacity as borrowers’ agent and a wholly-owned subsidiary of NGL Energy Partners LP (the "Partnership"), entered into a Facility Increase Agreement (the “Agreement”) with Deutsche Bank Trust Company Americas, as administrative agent and the other financial institutions party thereto. The Agreement increases the total revolving commitments under the Partnership’s revolving credit facility by an additional $125.0 million.
 
The Agreement 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 Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 9.01.  
  Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
 
 
 
10.1
 
101
 
Cover Page formatted as Inline XBRL.
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).





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: January 6, 2020
 
By:
/s/ Robert W. Karlovich III
 
 
 
Robert W. Karlovich III
 
 
 
Chief Financial Officer





Exhibit 10.1

FACILITY INCREASE AGREEMENT
This FACILITY INCREASE AGREEMENT (this “Agreement”), dated December 30, 2019, is made by NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrowers’ Agent”), each Lender designated on the signature pages hereto as a “New Revolving Lender” (each a “New Revolving Lender”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used in this Agreement and not defined herein, including in this preamble, have the meanings set forth for such terms in the Credit Agreement (as hereinafter defined).
WHEREAS, the Borrowers, the Guarantors, the Administrative Agent, Deutsche Bank AG New York Branch, as technical agent, Deutsche Bank Trust Company Americas, as collateral agent for the Secured Parties and the Lenders party thereto have entered into the Amended and Restated Credit Agreement dated as of February 14, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, the parties hereto desire to evidence an increase in the aggregate Commitments pursuant to Section 2.4(c) of the Credit Agreement, which increase will be allocated in accordance with the revised Schedule 1.1A as attached hereto as Exhibit A.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.    As of the effective date of this Agreement, the Total Acquisition Revolving Commitment, the Total Working Capital Revolving Commitment and the Total Commitment shall be as set forth on Exhibit A hereto, which reflects an increase in the Total Commitment from $1,790,000,000 to $1,915,000,000.
2.    Each of the parties identified below as a New Revolving Lender, hereby (i) accepts and agreed to be bound by the terms of the Credit Agreement and all other Loan Documents as a Lender thereunder, and (ii) acknowledges and agrees that the amount of its Commitment after giving effect to the Facility Increase is set forth opposite its signature below.
3.    The Borrower’s Agent hereby on behalf of itself and the other Credit Parties (i) consent to the modifications of the Credit Agreement contemplated by this Agreement and (ii) acknowledges and agrees that that obligations of each Credit Party is and shall remain in full force and effect after giving effect to this Agreement.
4.    This instrument may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission (in .pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.





IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed and delivered by its officer thereunto duly authorized as of the date above first written.

NGL ENERGY OPERATING LLC,
as Borrowers’ Agent and Borrower



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



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent



By:
/s/ Juan J. Mejia
Name:
Juan J. Mejia
Title:
Director


By:
/s/ Rodrigo Torres
Name:
Rodrigo Torres
Title:
Vice President

[Signature Page to Facility Increase Agreement]



JPMORGAN CHASE BANK, N.A.,
as a New Revolving Lender



By:
/s/ Douglas Gale
Name:
Douglas Gale
Title:
Executive Director


Address: JP Morgan
2200 Ross Ave
3rd Floor
Dallas, Texas 75225




Acquisition Revolving Commitment:
$50,098,860.09


Working Capital Revolving Commitment:
$24,901,139.91

[Signature Page to Facility Increase Agreement]



BBVA USA, as a New Revolving Lender



By:
/s/ Mark H. Wolf
Name:
Mark H. Wolf
Title:
Senior Vice President


Address:
2200 Post Oak Blvd.
Houston, Texas 77056




Acquisition Revolving Commitment:
$33,399,240.06


Working Capital Revolving Commitment:
$16,600,759.94

[Signature Page to Facility Increase Agreement]



ACKNOWLEDGED AND AGREED:

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



By:
/s/ Juan J. Mejia
Name:
Juan J. Mejia
Title:
Director


By:
/s/ Rodrigo Torres
Name:
Rodrigo Torres
Title:
Vice President

[Signature Page to Facility Increase Agreement]



ACKNOWLEDGED AND AGREED:

BNP PARIBAS,
as an Issuing Bank



By:
/s/ Christine Dirringer
Name:
Christine Dirringer
Title:
Managing Director


By:
/s/ Vanessa Chrifi Alaoui
Name:
Vanessa Chrifi Alaoui
Title:
Vice President

[Signature Page to Facility Increase Agreement]



ACKNOWLEDGED AND AGREED:

PNC BANK, NATIONAL ASSOCIATION,
as an Issuing Bank



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


[Signature Page to Facility Increase Agreement]


EXHIBIT A TO
FACILITY INCREASE AGREEMENT


SCHEDULE 1.1A

REVOLVING CREDIT COMMITMENTS



Lender
Working Capital Commitment Amount
Percentage of WCRCF
Acquisition Commitment Amount
Percentage of ARCF
Total Commitment Amount
Percentage of Total Commitment
Deutsche Bank AG, New York Branch
67,233,077.76

10.4806
%
135,266,922.24

10.6217
%
202,500,000.00

10.5744
%
Royal Bank of Canada
67,233,077.76

10.4806
%
135,266,922.24

10.6217
%
202,500,000.00

10.5744
%
Toronto-Dominion Bank, New York Branch
54,782,507.81

8.5397
%
110,217,492.19

8.6547
%
165,000,000.00

8.6162
%
BNP Paribas
46,482,127.84

7.2458
%
93,517,872.16

7.3434
%
140,000,000.00

7.3107
%
ABN AMRO Capital USA LLC
43,161,975.85

6.7283
%
86,838,024.15

6.8189
%
130,000,000.00

6.7885
%
PNC Bank, National Association
41,501,899.85

6.4695
%
83,498,100.15

6.5566
%
125,000,000.00

6.5274
%
Mizuho Bank Ltd.
41,501,899.85

6.4695
%
83,498,100.15

6.5566
%
125,000,000.00

6.5274
%
Wells Fargo Bank, N.A.
41,501,899.85

6.4695
%
83,498,100.15

6.5566
%
125,000,000.00

6.5274
%
Barclays Bank PLC
41,501,899.85

6.4695
%
83,498,100.15

6.5566
%
125,000,000.00

6.5274
%
UBS AG, Stamford Branch
30,877,413.49

4.8133
%
62,122,586.51

4.8781
%
93,000,000.00

4.8564
%
Goldman Sachs Bank USA
29,881,367.90

4.6580
%
60,118,632.10

4.7207
%
90,000,000.00

4.6997
%
Credit Suisse AG, Cayman Island Branch
29,881,367.90

4.6580
%
60,118,632.10

4.7207
%
90,000,000.00

4.6997
%
Citizens Bank, N.A.
24,901,139.91

3.8817
%
50,098,860.09

3.9340
%
75,000,000.00

3.9164
%
Raymond James Bank, N.A.
16,600,759.94

2.5878
%
33,399,240.06

2.6226
%
50,000,000.00

2.6110
%
Banc of America Credit Products, Inc.
16,317,280.45

2.5436
%
15,682,719.55

1.2315
%
32,000,000.00

1.6710
%
Macquarie Bank Limited
6,640,303.99

1.0351
%
13,359,696.01

1.0491
%
20,000,000.00

1.0444
%
JPMORGAN CHASE BANK, N.A.
24,901,139.91

3.8817
%
50,098,860.09

3.9340
%
75,000,000.00

3.9164
%
BBVA USA
16,600,759.94

2.5878
%
33,399,240.06

2.6226
%
50,000,000.00

2.6110
%
Totals
641,501,899.85

100
%
1,273,498,100.15

100
%
1,915,000,000.00

100
%