EIG Neptune Equity Aggregator Amends NGL Energy Partners Filing

TL;DR

EIG Neptune Equity Aggregator updated its NGL Energy Partners stake filing. Watch for details.

AI Summary

EIG Neptune Equity Aggregator, L.P. has amended its Schedule 13D filing regarding NGL Energy Partners LP as of November 22, 2024. The filing indicates a change in beneficial ownership, though specific details on the percentage change or dollar amounts are not immediately available in this excerpt. The amendment was filed under the Securities Exchange Act of 1934.

Why It Matters

This filing signals a potential shift in control or significant stake changes for NGL Energy Partners LP, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility.

Key Players & Entities

• EIG Neptune Equity Aggregator, L.P. (company) — Filing entity
• NGL Energy Partners LP (company) — Subject company
• Krisy Lee (person) — Authorized contact person
• EIG Management Company, LLC (company) — Associated company

FAQ

Key Financial Figures

• $5,000,000 — rants for an aggregate consideration of $5,000,000. In addition, the Reporting Person prev
• $532,952,125 — ction for an aggregate consideration of $532,952,125. (d) Not applicable. (e) On Novem

Filing Documents

• tm2428799d1_sc13da.htm (SC 13D/A) — 32KB
• tm2428799d1_ex7.htm (EX-7) — 28KB
• 0001104659-24-122086.txt ( ) — 61KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 2 (“Amendment No. 2”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Person on May 8, 2020, as amended by Amendment No. 1 thereto filed on September 4, 2020 (the “Original Statement,” and together with Amendment No. 2, the “Schedule 13D”) relating to the common units (the “Common Units”) representing limited partnership interests of NGL Energy Partners LP, a Delaware limited partnership (the “Issuer”), with principal executive offices at 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Original Statement. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Original Statement.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended to include the

Item 4 of the Schedule 13D is hereby amended to include the following at the end thereof: On November 12, 2024, affiliates of the Reporting Person party to the Board Representation Termination Agreement entered into a board representation termination agreement (the “Termination Agreement”) with the Issuer and certain other parties thereto, pursuant to which, among other things, the parties agreed to terminate the Board Representation Rights Agreement, effective November 12, 2024. The description of the Termination Agreement in this Item 4 is not intended to be complete and is qualified in its entirety by the text of the Termination Agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a) - (e) of the Schedule 13D is hereby amended and restated

Item 5(a) - (e) of the Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) After giving effect to the sale of Class D Preferred Units and Warrants, the Reporting Person beneficially owns an aggregate of 0 Common Units, or 0.0% of the total number of Common Units outstanding. Such percentage is calculated based on 132,012,766 Common Units outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 12, 2024. (c) On November 22, 2024, the Reporting Person sold all previously reported Warrants for an aggregate consideration of $5,000,000. In addition, the Reporting Person previously sold, on November 13, 2024, all of the previously reported Class D Preferred Units (which are not convertible into, and therefore do not represent ownership of, Common Units) in a private transaction for an aggregate consideration of $532,952,125. (d) Not applicable. (e) On November 22, 2024, the Reporting Person ceased to beneficially own 5% of the outstanding Common Units.

Contracts, Arrangements, Understandings or Relationship

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. The information set forth in

of the Schedule 13D is hereby incorporated in Item 6 and added at the end thereof

Item 4 of the Schedule 13D is hereby incorporated in Item 6 and added at the end thereof.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit 7 Board Representation Termination Agreement, dated as of November 12, 2024, by and among NGL Energy Holdings LLC, NGL Energy Partners LP, EIG Management Company, LLC and FS/EIG Advisor, LLC. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. Date: November 22, 2024 EIG NEPTUNE EQUITY AGGREGATOR, L.P. By: EIG Neptune Equity GP, LLC, its general partner By: EIG Asset Management, LLC, its managing member By: /s/ Matthew Hartman Name: Matthew Hartman Title Managing Director By: /s/ Nicholas Williams Name: Nicholas Williams Title: Senior Vice President

View Full Filing

View this SC 13D/A filing on SEC EDGAR