Form 8-K NGL Energy Partners LP For: Mar 30
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 30, 2018
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)) |
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 o | ||
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 March 30, 2018, as a result of the sale of a portion of the Retail Propane segment (as discussed further below), Dr. Shawn Coady resigned from his position as President and Chief Operating Officer, Retail Division, and will no longer be a Named Executive Officer. Dr. Coady will remain as a member of the Board of Directors of the NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP.
Item 8.01. | Other Events. |
On March 30, 2018, NGL Energy Partners LP (“NGL”) closed the sale of a portion of its Retail Propane segment to DCC LPG for $200 million in cash, adjusted for working capital. NGL retained all profits from this business through March 31, 2018.
On March 30, 2018, NGL closed the Sawtooth natural gas liquids and refined products joint venture with Magnum Liquids, LLC, a portfolio company of Haddington Ventures LLC, along with Magnum Development, LLC and other Haddington-sponsored investment entities (collectively “Magnum”). Magnum acquired an approximately 28.5% interest in Sawtooth from NGL, in exchange for consideration consisting of a cash payment of approximately $37.6 million (excluding working capital) and the contribution of certain refined products rights and adjacent leasehold. NGL will own approximately 71.5% of the joint venture; and within the next three years, Magnum has options to acquire NGL’s remaining interest for an additional $182.4 million.
A press release issued by NGL on April 2, 2018, relating to the foregoing transactions is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | ||
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 3, 2018 | By: | /s/ Robert W. Karlovich III | |
Robert W. Karlovich III | |||
Chief Financial Officer | |||
Exhibit 99.1
NGL Energy Partners LP Announces Closings of Retail Propane Sale and Sawtooth Joint Venture and Provides Update on Debt Reduction
TULSA, Okla.--(BUSINESS WIRE)--NGL Energy Partners LP (NYSE: NGL) (“Partnership”) today announced that it has closed the previously announced transaction to sell a portion of its Retail Propane business to DCC LPG for $200 million in cash, adjusted for working capital. NGL announced this transaction in November 2017, closed the transaction on March 30, 2018 and retained all profits from this business through March 31, 2018.
Additionally, the Partnership also closed the Sawtooth natural gas liquids and refined products joint venture with Magnum Liquids, LLC, a portfolio company of Haddington Ventures LLC, along with Magnum Development, LLC and other Haddington-sponsored investment entities (collectively “Magnum”) on March 30, 2018. Magnum acquired an approximately 28.5% interest in Sawtooth from NGL, in exchange for consideration consisting of a cash payment of approximately $37.6 million (excluding working capital) and the contribution of certain refined products rights and adjacent leasehold. Magnum will have options to acquire NGL’s remaining interest within the next three years for an additional $182.4 million.
NGL has utilized the $237.6 million in proceeds from these transactions to reduce indebtedness, including the repurchase of approximately $71.4 million in principal amount of its senior unsecured notes at various prices in the open market during the quarter ended March 31, 2018. The weighted average price paid in these open market transactions was approximately 99.7% of par value. The remaining proceeds were used to repay borrowings under the Partnership’s revolving credit facility.
The following table summarizes the Partnership’s outstanding debt balances as of March 31, 2018 for the revolving credit facility and the senior unsecured notes:
Face Amount | Prepayments / Repurchases | As Adjusted | ||||||||||
(in thousands) | ||||||||||||
Revolving credit facility: | ||||||||||||
Expansion capital borrowings | $ | 125,000 | $ | (125,000 | ) | — | ||||||
Working capital borrowings | $ | 1,014,500 | $ | (45,000 | ) | $ | 969,500 | |||||
Senior Unsecured Notes: | ||||||||||||
5.125% Notes due 2019 | $ | 360,781 | $ | (7,357 | ) | $ | 353,424 | |||||
6.875% Notes due 2021 | $ | 367,048 | — | $ | 367,048 | |||||||
7.500% Notes due 2023 | $ | 656,589 | $ | (40,642 | ) | $ | 615,947 | |||||
6.125% Notes due 2025 | $ | 412,507 | $ | (23,372 | ) | $ | 389,135 | |||||
Forward-Looking Statements
Certain matters contained in this Press Release include "forward-looking statements." All statements, other than statements of historical fact, included in this Press Release may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, the risk factors discussed from time to time in each of our documents and reports filed with the SEC.
Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Press Release, which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with five primary businesses: water solutions, crude oil logistics, NGL logistics, refined products/renewables and retail propane. For further information, visit the Partnership's website at www.nglenergypartners.com.
SOURCE: NGL Energy Partners LP
NGL Energy Partners LP
Contact:
Trey Karlovich 918-481-1119
Executive Vice President and Chief Financial Officer
or
Linda Bridges 918-481-1119
Senior Vice President - Finance and Treasurer