8-K - NGL - Equibles

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): October 29, 2024

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	001-35172	27-3427920
(State or other jurisdiction of<br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer<br>Identification No.)

6120 South Yale Avenue

Suite 1300

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 Symbol(s)	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 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 29, 2024, Randall S. Wade, a member of the board of directors of the general partner of NGL Energy Partners LP (the “Partnership”), notified the Partnership that he will be resigning from his board position effective October 30, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Resignation Letter, dated October 29, 2024.
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: October 30, 2024		By:	/s/ H. Michael Krimbill
			H. Michael Krimbill
			Chief Executive Officer

Document

Exhibit 99.1

October 29, 2024

NGL Energy Holdings LLC

6120 South Yale Avenue, Suite 805

Tulsa, Oklahoma 74136

Re: Notice of Resignation from Board of Directors

Ladies and Gentlemen,

Following the disposition by EIG Neptune Equity Aggregator, L.P., FSSL Finance BB Assetco LLC and FS Energy and Power Fund of 100% of the Class D Preferred Units of NGL Energy Partners, LP held by them, and in accordance with Section 9.02(d)(ii) of NGL Energy Holdings LLC’s (the “Company”) Third Amended and Restated Limited Liability Company Agreement, dated as of February 25, 2013, as amended, restated, supplemented or otherwise modified from time to time (the “Operating Agreement”), please be advised that I hereby resign as a Director of the Company, effective as of 5:00pm New York time on October 30, 2024. Please note that my resignation as Director is not intended to adversely affect my rights under Article XII of the Operating Agreement or Sections 7.7 and 7.8 of the Partnership LP Agreement (as defined in the Operating Agreement), or any policy of insurance applicable to my service as a Director, in respect of my period of service on the Board of Directors.

Thank you for the opportunity to serve on the Board.

Sincerely,

Randall S. Wade

/s/ Randall S. Wade