UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

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 19, 2011 (October 3, 2011)

 

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

 

 

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:

 

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))

 

 

 

This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of NGL Energy Partners LP, filed with the Securities and Exchange Commission on October 7, 2011, which reported under Item 2.01 the completion of the business combination transaction with  E. Osterman Propane, Inc., its affiliated companies and members of the Osterman family (collectively, “Osterman” or the “Osterman Associated Companies”) on October 3, 2011 (the “Form 8-K”).  This amendment is filed to provide the financial statements for Osterman and the pro forma financial information of NGL Energy Partners LP for such transaction as required by Item 9.01.  Unless set forth below, all previous Items of the Form 8-K are unchanged.

 

Item 9.01               Financial Statements and Exhibits.

 

(a)           Financial Statements of Businesses Acquired

 

The audited financial statements of the Osterman Associated Companies as of September 30, 2010 and 2009 and for each of the three years in the period ended September 30, 2010, together with the unaudited financial statements of the Osterman Associated Companies as of June 30, 2011, and for the nine months ended June 30, 2011 and 2010, and the related notes, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

 

(b)           Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2011, and the unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2011 and the unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2011, of NGL Energy Partners LP and the related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.

 

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(d)           Exhibits

 

Exhibit No.		Description
99.1		Audited financial statements of the Osterman Associated Companies as of September 30, 2010 and 2009 and for each of the three years in the period ended September 30, 2010, together with the unaudited financial statements of the Osterman Associated Companies as of June 30, 2011, and for the nine months ended June 30, 2011 and 2010, and the related notes
99.2		Unaudited pro forma condensed consolidated balance sheet as of June 30, 2011, and the unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2011 and the unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2011, of NGL Energy Partners LP and the related notes

 

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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.

 

		NGL ENERGY PARTNERS LP
		By:	NGL Energy Holdings LLC, its general partner
Date: December 19, 2011			By:	/s/ Craig S. Jones
				Craig S. Jones Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Audited financial statements of the Osterman Associated Companies as of September 30, 2010 and 2009 and for each of the three years in the period ended September 30, 2010, together with the unaudited financial statements of the Osterman Associated Companies as of June 30, 2011, and for the nine months ended June 30, 2011 and 2010, and the related notes
99.2		Unaudited pro forma condensed consolidated balance sheet as of June 30, 2011, and the unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2011 and the unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2011, of NGL Energy Partners LP and the related notes

 

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