8-K
NGL Energy Partners LP (NGL)
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<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>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
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 | % |