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 31, 2017

 

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35172

 

27-3427920

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation or organization)

 

File Number)

 

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:

 

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))

 

 

 



 

Item 1.01 Entry into a Material Definitive Agreement

 

Amended and Restated Note Purchase Agreement

 

On March 31, 2017, NGL Energy Partners LP (the “Partnership”) entered into an Amended and Restated Note Purchase Agreement with the purchasers named therein (the “A&R Note Purchase Agreement”), effective as of December 31, 2016, in order to reflect the terms of the Amended and Restated Credit Agreement, dated as of February 14, 2017, by and among NGL Energy Operating LLC, as borrower and as borrowers’ agent, the Partnership, as parent, the subsidiary guarantors party thereto, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, Deutsche Bank AG, New York Branch, as technical agent, and the other financial institutions party thereto, as well as certain other definitional adjustments.

 

The above description of the material terms of the A&R Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Note Purchase Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

 

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Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

4.1

 

Amended and Restated Note Purchase Agreement, dated March 31, 2017 and effective as of December 31, 2016, by and among the Partnership and the purchasers named therein.

 

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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: April 4, 2017

By:

/s/ Robert W. Karlovich III

 

 

Robert W. Karlovich III

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

4.1

 

Amended and Restated Note Purchase Agreement, dated March 31, 2017 and effective as of December 31, 2016, by and among the Partnership and the purchasers named therein.

 

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