Document

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		Facility Increase Agreement, dated December 30, 2019, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto.
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	%

Document and Entity Information Document	Dec. 30, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 30, 2019
Entity Registrant Name	NGL ENERGY PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35172
Entity Tax Identification Number	27-3427920
Entity Address, Address Line One	6120 South Yale Avenue
Entity Address, Address Line Two	Suite 805
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74136
City Area Code	918
Local Phone Number	481-1119
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001504461
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC. \| Common units
Entity Information [Line Items]
Title of 12(b) Security	Common units representing Limited Partner Interests
Trading Symbol	NGL
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| Class B Perpetual Preferred Units
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-floating rate cumulative redeemable perpetual preferred units
Trading Symbol	NGL-PB
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| Class C Perpetual Preferred Units
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-floating rate cumulative redeemable perpetual preferred units
Trading Symbol	NGL-PC
Security Exchange Name	NYSE

Document and Entity Information Document