Washington, D.C. 20549



Date of Report (Date of earliest event reported): February 12, 2021

(Exact name of registrant as specified in its charter)
(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 ClassTrading SymbolsName of Each Exchange on Which Registered
Common units representing Limited Partner InterestsNGLNew York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred unitsNGL-PBNew York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred unitsNGL-PCNew 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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     On February 12, 2021, EIG Global Energy Partners (“EIG”) notified NGL Energy Holdings LLC (the “General Partner”), the general partner of NGL Energy Partners LP (the “Partnership”), that, effective immediately, Brian P. Boland will no longer serve as EIG’s designated director on the Board of Directors of the General Partner.

(d)     On February 18, 2021, EIG appointed Randall Wade as its designated director to the Board of Directors of General Partner, effective immediately. Mr. Wade is appointed as a director of the General Partner in accordance with EIG’s rights pursuant to Section 1 of the Board Representation Rights Agreement dated July 2, 2019.

Mr. Wade is the President of EIG and a member of its Investment and Executive Committees. He has broad involvement in the firm’s various activities including investments, investor relations, operations and strategic initiatives. Since joining EIG in 1996, Mr. Wade has filled various roles including Chief Operating Officer, head of the direct lending strategy, investment principal with coverage responsibility for Australia and an analyst for the oil and gas team. Prior to joining EIG, Mr. Wade was a Commercial Lending Officer for First Interstate Bank of Texas, where he was responsible for developing a middle-market loan portfolio. Mr. Wade received his B.A. in Economics and his B.B.A. in Finance from the University of Texas at Austin.

In connection with the closing of the Partnership’s private offering of $2.05 billion in aggregate principal amount senior secured notes due 2026 and its new credit agreement consisting of a $500.0 million asset-based revolving credit facility on February 4, 2021, the Partnership was required to obtain a consent from EIG, the holder of the majority of its Class D Preferred Units. For the consent of the holders of Class D Preferred Units, the Partnership paid such holders $40.0 million.

Item 9.01.      Financial Statements and Exhibits.

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


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.
By:NGL Energy Holdings LLC,
its general partner
Date: February 18, 2021By:/s/ Robert W. Karlovich III
Robert W. Karlovich III
Chief Financial Officer