Document
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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): March 5, 2020

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 8.01. 
  Other Events.

On October 31, 2019, NGL Energy Partners LP (the “Partnership”) completed its acquisition of Hillstone Environmental Partners, LLC (“Hillstone”). The Partnership previously filed the historical and pro forma financial information required under Regulation S-X with respect to the Hillstone acquisition in a Form 8-K/A on November 18, 2019 and filed updated historical and pro forma financial information in a Form 8-K on December 26, 2019.  The Partnership is filing this Current Report on Form 8-K to provide additional updated historical and pro forma financial information as set forth under Item 9.01 below.

Item 9.01.  
  Financial Statements and Exhibits.

(b) Pro Forma Financial Statements

The unaudited pro forma condensed consolidated statements of operations for the nine months ended December 31, 2019 and the year ended March 31, 2019, of NGL Energy Partners LP and the related notes are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.
Exhibit No.
 
Description
 
 
 
99.1
 
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: March 5, 2020
 
By:
/s/ Robert W. Karlovich III
 
 
 
Robert W. Karlovich III
 
 
 
Chief Financial Officer



 Exhibit


Exhibit 99.1

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

Introduction

On October 31, 2019, NGL Energy Partners LP (“we,” “us,” “our” or “the Partnership”) closed its transaction to acquire all of the equity interests of Hillstone Environmental Partners, LLC (“Hillstone”) for approximately $642.5 million, including working capital and subject to certain adjustments. To fund a portion of this acquisition, the Partnership issued 200,000 Class D Preferred Units and 8.5 million warrants to purchase common units for estimated net proceeds of $194.7 million. The remaining amount of the purchase price was paid using funds available under our revolving credit facility.

The unaudited pro forma condensed combined financial statements are presented for the Partnership and give effect to the acquisition of Hillstone (as described above) and are based on the audited and unaudited financial statements of the Partnership and the audited and unaudited financial statements of Hillstone. These unaudited pro forma financial statements include all adjustments necessary to fairly present results for the periods and as of the dates presented. The following unaudited pro forma condensed consolidated statements of operations for the nine months ended December 31, 2019 and the year ended March 31, 2019, should be read in conjunction with the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 1, 2019, the Partnership’s Current Report on Form 8-K/A filed with the SEC on November 18, 2019, the Partnership’s quarterly report on Form 10-Q for the three months ended December 31, 2019, filed with the SEC on February 6, 2020, the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2019, filed with the SEC on May 30, 2019, the Partnership’s Current Report on Form 8-K filed with the SEC on November 22, 2019, the Partnership’s Current Report on Form 8-K filed with the SEC on February 19, 2020 and with Hillstone’s audited consolidated financial statements for the year ended June 30, 2019, including the related notes, included within Exhibit 99.1 of Current Report on Form 8-K/A filed with the SEC on November 18, 2019 and Hillstone’s unaudited condensed consolidated financial statements for the three months ended September 30, 2019, including the related notes, included within Exhibit 99.1 of Current Report on Form 8-K filed with the SEC on December 26, 2019.

The following unaudited pro forma condensed combined statements of operations for the nine months ended December 31, 2019 and for the year ended March 31, 2019, are presented to illustrate the estimated effects of the acquisition of Hillstone as if this transaction had occurred on April 1, 2018. The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2019 combined the Partnership’s unaudited consolidated statement of operations for the nine months ended December 31, 2019 and Hillstone’s unaudited consolidated statement of operations for the seven months ended October 31, 2019. Hillstone’s results of operations for the two months ended December 31, 2019 are already included in the Partnership’s historical financial statements. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2019 combined the Partnership’s audited consolidated statement of operations for the year ended March 31, 2019 and Hillstone’s audited consolidated statement of operations for the year ended June 30, 2019. The unaudited pro forma condensed combined statements of operations for the nine months ended December 31, 2019 and for the year ended March 31, 2019 both contain the results recorded within Hillstone’s unaudited statement of operations for the three months ended June 30, 2019.

The following unaudited pro forma condensed consolidated financial statements are based on certain assumptions and do not purport to be indicative of the results that actually would have been achieved if the transaction described above had occurred on the dates indicated. Moreover, the accompanying unaudited pro forma condensed consolidated financial statements do not project the Partnership’s results of operations for any future date or period.





NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended December 31, 2019
(Results for Hillstone Environmental Partners are for the seven months ended October 31, 2019)
(U.S. dollars in thousands, except unit and per unit amounts)
 
 
Historical NGL Energy Partners LP (As Reported)
 
Hillstone Environmental Partners, LLC (A)
 
Pro Forma Adjustments
 
Pro Forma As Adjusted
 
 
 
 
 
 
 
 
 
REVENUES
 
$
5,902,756

 
$
48,613

 
$
—

 
$
5,951,369

 
 
 
 
 
 
 
 
 
COST OF SALES
 
5,214,605

 
—

 
—

 
5,214,605

 
 
 
 
 
 
 
 
 
OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
Operating
 
230,610

 
21,880

 
—

 
252,490

General and administrative
 
93,400

 
14,876

 
(6,071
)
(C)
102,205

Depreciation and amortization
 
190,593

 
6,448

 
12,315

(D)
209,356

Loss (gain) on disposal or impairment of assets, net
 
(10,482
)
 
(85
)
 
—

 
(10,567
)
Revaluation of liabilities
 
10,000

 
65

 
—

 
10,065

Operating Income
 
174,030

 
5,429

 
(6,244
)
 
173,215

 
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated entities
 
277

 
(110
)
 
—

 
167

Interest expense
 
(131,814
)
 
(7,617
)
 
7,617

(E)
(142,448
)
 
 
 
 
 
 
(10,634
)
(E)
 
Other income, net
 
967

 
—

 
—

 
967

Income (Loss) From Continuing Operations Before Income Taxes
 
43,460

 
(2,298
)
 
(9,261
)
 
31,901

 
 
 
 
 
 
 
 
 
INCOME TAX EXPENSE
 
(996
)
 
—

 
—

 
(996
)
Income (Loss) From Continuing Operations
 
42,464

 
(2,298
)
 
(9,261
)
 
30,905

LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
563

 
14

 
—

 
577

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
 
43,027

 
(2,284
)
 
(9,261
)
 
31,482

LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
 
(166,835
)
 
—

 
(10,350
)
(F)
(177,185
)
LESS: CONTINUING OPERATIONS NET LOSS ALLOCATED TO GENERAL PARTNER
 
16

 
—

 
22

(G)
38

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
 
$
(123,792
)
 
$
(2,284
)
 
$
(19,589
)
 
$
(145,665
)
BASIC AND DILUTED LOSS PER COMMON UNIT
 
$
(0.97
)
 
 
 
 
 
$
(1.15
)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
127,026,510

 
 
 
 
 
127,026,510


See accompanying notes to the unaudited pro forma condensed consolidated financial statements.






NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended March 31, 2019
(Results for Hillstone Environmental Partners are for the twelve months ended June 30, 2019)
(U.S. dollars in thousands, except unit and per unit amounts)
 
 
Historical NGL Energy Partners LP (As Reported)
 
Hillstone Environmental Partners, LLC (B)
 
Pro Forma Adjustments
 
Pro Forma As Adjusted
 
 
 
 
 
 
 
 
 
REVENUES
 
$
8,689,157

 
$
74,437

 
$
—

 
$
8,763,594

 
 
 
 
 
 
 
 
 
COST OF SALES
 
7,983,061

 
—

 
—

 
7,983,061

 
 
 
 
 
 
 
 
 
OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
Operating
 
231,065

 
42,357

 
—

 
273,422

General and administrative
 
107,407

 
18,537

 
(2,912
)
(C)
123,032

Depreciation and amortization
 
211,973

 
7,590

 
24,574

(D)
244,137

Loss on disposal or impairment of assets, net
 
34,296

 
11,137

 
—

 
45,433

Revaluation of liabilities
 
(5,373
)
 
—

 
—

 
(5,373
)
Operating Income (Loss)
 
126,728

 
(5,184
)
 
(21,662
)
 
99,882

 
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated entities
 
2,533

 
37

 
—

 
2,570

Interest expense
 
(164,725
)
 
(9,741
)
 
9,741

(E)
(182,955
)
 
 
 
 
 
 
(18,230
)
(E)
 
Loss on early extinguishment of liabilities, net
 
(12,340
)
 
—

 
—

 
(12,340
)
Other expense, net
 
(30,418
)
 
—

 
—

 
(30,418
)
Loss From Continuing Operations Before Income Taxes
 
(78,222
)
 
(14,888
)
 
(30,151
)
 
(123,261
)
 
 
 
 
 
 
 
 
 
INCOME TAX EXPENSE
 
(1,233
)
 
—

 
—

 
(1,233
)
Net Loss From Continuing Operations
 
(79,455
)
 
(14,888
)
 
(30,151
)
 
(124,494
)
LESS: CONTINUING OPERATIONS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
20,206

 
32

 
—

 
20,238

NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
 
(59,249
)
 
(14,856
)
 
(30,151
)
 
(104,256
)
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
 
(111,936
)
 
—

 
(18,000
)
(F)
(129,936
)
LESS: CONTINUING OPERATIONS NET LOSS ALLOCATED TO GENERAL PARTNER
 
32

 
—

 
63

(G)
95

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
 
$
(171,153
)
 
$
(14,856
)
 
$
(48,088
)
 
$
(234,097
)
BASIC AND DILUTED LOSS FROM CONTINUING OPERATIONS PER COMMON UNIT
 
$
(1.39
)
 
 
 
 
 
$
(1.90
)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
123,017,064

 
 
 
 
 
123,017,064


See accompanying notes to the unaudited pro forma condensed consolidated financial statements.










NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation

See “Introduction” for more information regarding the basis of presentation for these unaudited pro forma condensed consolidated financial statements.

Note 2 - Pro Forma Adjustments

The unaudited pro forma condensed consolidated financial statements reflect the impact of the following pro forma adjustments:

A.
Amounts in this column represent Hillstone’s unaudited consolidated statement of operations for the seven months ended October 31, 2019.
B.
Amounts in this column represent Hillstone’s audited consolidated statement of operations for the year ended June 30, 2019.
C.
Represents the reversal of transaction expenses incurred by Hillstone related to this transaction for the respective periods.
D.
Represents the incremental increase in depreciation and amortization expense for the respective periods.
E.
Represents the incremental increase in interest expense due to the repayment of Hillstone’s outstanding debt and the elimination of the amortization of the related debt issuance costs and the interest expense incurred related to the borrowings under the Partnership’s revolving credit facility. The additional interest expense was calculated by using $447.9 million and an assumed rate of 4.07%, the interest rate on the Partnership's revolving credit facility as of December 31, 2019. A change of 0.125% in the assumed interest rate would result in an adjustment of interest expense, on an annual basis, of approximately $0.6 million.
F.
Represents the distributions paid on the Class D preferred units for the respective periods.
G.
Represents our general partner’s interest in Hillstone’s operations and the pro forma adjustments for the respective periods.
Note 3 - Earnings per Unit

Basic earnings per unit is computed by dividing the net income (loss) by the weighted average number of units outstanding during a period. To determine net income (loss) allocated to each class of ownership, the Partnership first allocates net income (loss) in accordance with the amount of distributions made for the quarter by each class of units, if any. The remaining net income is allocated to each class of units in proportion to the weighted average number of units of such class outstanding for a period, as compared to the weighted average number of units outstanding for all classes for the period, with the exception of net losses. Net losses are allocated only to the common units.







v3.19.3.a.u2
Document and Entity Information Document
Mar. 05, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 05, 2020
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