Form 8-K NGL Energy Partners LP For: Sep 14
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): September 14, 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 7.01 Regulation FD Disclosure.
A copy of the press release announcing the redemption of the 6.875% Senior Notes due 2021 (the “Notes”) by NGL Energy Partners LP (the “Company”) is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such press release be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On September 14, 2018, the Company issued a press release announcing that it has called for redemption all $367,048,000 aggregate principal amount of the outstanding Notes. The redemption date for the Notes is October 16, 2018. On such date, the registered holders of Notes will receive a redemption price of 101.719%, or $1,017.19 per $1,000, of the principal amount of the Notes, plus accrued and unpaid interest thereon to but not including the redemption date. The accrued and unpaid interest to be included in the redemption payment will be $0.19 per $1,000 of redeemed Notes. Separately, on October 15, 2018, the Company will pay interest on the Notes to persons who are registered holders of Notes at the close of business on October 1, 2018 (the record date for such interest payment).
The Company has instructed U.S. Bank National Association, as the trustee for the Notes, to distribute a notice of redemption to all registered holders of the Notes on September 14, 2018. Copies of such notice of redemption and additional information relating to the procedure for redemption of the Notes may be obtained from U.S. Bank National Association.
The information contained in this Current Report on Form 8-K shall not constitute a notice of redemption of the Notes. The redemption is being made solely pursuant to the Company’s formal notice of redemption dated September 14, 2018.
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: September 14, 2018 | By: | /s/ Robert W. Karlovich III | |
Robert W. Karlovich III | |||
Chief Financial Officer | |||
Exhibit 99.1
NGL Energy Partners LP Announces Redemption of 6.875% Senior Notes due 2021
TULSA, Okla. - (BUSINESS WIRE) -- September 14, 2018 -- NGL Energy Partners LP (NYSE: NGL) (“NGL”) today announced that it has called for redemption all $367,048,000 aggregate outstanding principal amount of its 6.875% Senior Notes due 2021. On October 16, 2018, registered holders of such notes will receive a redemption payment of 101.719%, or $1,017.19 per $1,000, of the principal amount thereof, plus accrued and unpaid interest thereon, to but not including the Redemption Date. The accrued and unpaid interest to be included in the Redemption Payment will be $0.19 per $1,000 of redeemed Notes. Separately, on October 15, 2018, NGL will make the final semiannual interest payment on these notes to persons who are registered holders at the close of business on October 1, 2018.
Forward-Looking Statements
This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the United States Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: Crude Oil Logistics; Water Solutions; NGL Liquids; and Refined Products and Renewables. For further information, visit NGL’s website at www.nglenergypartners.com.
Source: NGL Energy Partners LP
NGL Energy Partners LP
Trey Karlovich, 918-481-1119
Executive Vice President and Chief Financial Officer
or
Linda Bridges, 918-481-1119
Vice President - Finance and Treasurer