NGL Energy Partners LP Enters Material Agreement, New Financial Obligation

TL;DR

**NGL Energy Partners just took on a new major financial obligation, watch for details.**

AI Summary

NGL Energy Partners LP filed an 8-K on February 2, 2024, to report an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation." This filing indicates that NGL Energy Partners LP has entered into a significant new financial arrangement, which could involve new debt or a major contract. For investors, this matters because such agreements can impact the company's financial health, future earnings, and overall risk profile, potentially affecting the stock's value.

Why It Matters

This filing signals a new, potentially significant financial commitment or agreement for NGL Energy Partners LP, which could alter its balance sheet and future cash flows.

Risk Assessment

Risk Level: medium — The filing indicates a new material agreement and financial obligation without specific details, creating uncertainty about its impact.

Analyst Insight

Investors should monitor NGL Energy Partners LP for subsequent filings or press releases that provide specific details about the new material agreement and financial obligation to assess its impact.

Key Players & Entities

• NGL Energy Partners LP (company) — the registrant filing the 8-K
• February 2, 2024 (date) — date of earliest event reported

Forward-Looking Statements

• NGL Energy Partners LP will release further details about the material definitive agreement and financial obligation in a subsequent filing or press release. (NGL Energy Partners LP) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $900 million — on S offering (the "Notes Offering") of $900 million in aggregate principal amount of 8.125%
• $1.3 billion — d notes due 2029 (the "2029 Notes") and $1.3 billion in aggregate principal amount of 8.375%
• $700.0 million — h the borrowings under a new seven-year $700.0 million senior secured term loan facility (the
• $150 million — rincipal amount of up to the greater of $150 million and 20% of consolidated EBITDA plus suc
• $50.0 million — ies in an aggregate principal amount of $50.0 million or greater, subject to certain exceptio
• $200.0 million — ptions, (ii) provide for a sub-limit of $200.0 million for letters of credit and a $200.0 mill
• $50.0 m — as defined in the ABL Facility) exceeds $50.0 million, subject to certain exceptions, a

Filing Documents

• tm243624d2_8k.htm (8-K) — 52KB
• tm243624d2_ex4-1.htm (EX-4.1) — 1265KB
• tm243624d2_ex10-1.htm (EX-10.1) — 1423KB
• tm243624d2_ex10-2.htm (EX-10.2) — 1428KB
• tm243624d2_ex99-1.htm (EX-99.1) — 7KB
• 0001104659-24-010033.txt ( ) — 5234KB
• ngl-20240202.xsd (EX-101.SCH) — 4KB
• ngl-20240202_def.xml (EX-101.DEF) — 27KB
• ngl-20240202_lab.xml (EX-101.LAB) — 37KB
• ngl-20240202_pre.xml (EX-101.PRE) — 25KB
• tm243624d2_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture and the Notes On February 2, 2024, NGL Energy Operating LLC ("Operating LLC") and NGL Energy Finance Corp. ("Finance Corp." and, together with Operating LLC, the "Issuers"), each a wholly-owned subsidiary of NGL Energy Partners LP (the "Partnership"), closed the previously announced Rule 144A/Regulation S offering (the "Notes Offering") of $900 million in aggregate principal amount of 8.125% senior secured notes due 2029 (the "2029 Notes") and $1.3 billion in aggregate principal amount of 8.375% senior secured notes due 2032 (the "2032 Notes" and, together with the 2029 Notes, the "Notes"). The Notes were issued pursuant to an indenture, dated as of February 2, 2024 (the "Indenture"), among the Issuers, the guarantors party thereto (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. Net proceeds from the issuance of the Notes, together with the borrowings under a new seven-year $700.0 million senior secured term loan facility (the "Term Loan") entered into concurrently with the Notes Offering and discussed further below, are being used (i) to fund the redemption and related discharge of the indentures governing the Partnership's existing 6.125% senior notes due 2025, 7.5% senior notes due 2026, and 7.500% senior secured notes due 2026, including any applicable premiums and accrued and unpaid interest, (ii) to pay fees and expenses in connection therewith, (iii) to repay all borrowings under the Partnership's senior secured asset-based revolving credit facility (the "ABL Facility") and (iv) to the extent of any remaining net proceeds, for general corporate purposes. Interest is payable on the Notes on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2029 Notes mature on February 15, 2029, and the 2032 Notes mature on February 15, 2032. The Notes are the Issuers' senior secured obligations. The Notes

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 2, 2024, the Partnership issued a press release announcing the closing of the Notes Offering and the Term Loan. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being "furnished" pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporated language in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Finance Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 4.2 Form of 8.125% Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.1 of this Form 8-K). 4.3 Form of 8.375% Senior Secured Notes due 2032 (included as Exhibit B to Exhibit 4.1 of this Form 8-K). 10.1 Term Loan Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, Toronto Dominion (Texas) LLC, as administrative agent, collateral agent and a lender, and certain financial institutions party thereto. 10.2 Fifth Amendment to Credit Agreement, dated as of February 2, 2024, by and among NGL Energy Operating LLC, NGL Energy Partners LP, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other financial institutions party thereto. 99.1 Press Release, dated February 2, 2024. 101 Cover Page formatted as Inline XBRL. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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: February 2, 2024 By: /s/ Bradley P. Cooper Bradley P. Cooper Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR