
	March 31, 2022						March 31, 2021
	Face Amount		Unamortized Debt Issuance Costs (1)		Book Value		Face Amount		Unamortized Debt Issuance Costs (1)		Book Value
	(in thousands)
Senior secured notes:
7.500% Notes due 2026 (“2026 Senior Secured Notes”)	$	2,050,000	$	(35,140)	$	2,014,860	$	2,050,000	$	(44,246)	$	2,005,754
Asset-based revolving credit facility (“ABL Facility”)	116,000		—		116,000		4,000		—		4,000
Senior unsecured notes:
7.500% Notes due 2023 (“2023 Notes”)	475,702		(1,873)		473,829		555,251		(3,564)		551,687
6.125% Notes due 2025 (“2025 Notes”)	380,020		(2,456)		377,564		380,020		(3,297)		376,723
7.500% Notes due 2026 (“2026 Notes”)	332,402		(3,460)		328,942		338,402		(4,378)		334,024
Other long-term debt	41,705		(59)		41,646		49,095		(70)		49,025
	3,395,829		(42,988)		3,352,841		3,376,768		(55,555)		3,321,213
Less: Current maturities	2,378		—		2,378		2,183		—		2,183
Long-term debt	$	3,393,451	$	(42,988)	$	3,350,463	$	3,374,585	$	(55,555)	$	3,319,030

On February 4, 2021, we closed on our private offering of $2.05 billion of 7.5% 2026 Senior Secured Notes. Interest is payable on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Senior Secured Notes mature on February 1, 2026. The 2026 Senior Secured Notes were issued pursuant to an indenture dated February 4, 2021 (the “Indenture”).

The 2026 Senior Secured Notes are secured by first priority liens in substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens in our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of our assets. The Indenture specifically restricts our ability to pay distributions until our total leverage ratio (as defined in the Indenture) for the most recently ended four full fiscal quarters at the time of the distribution is not greater than 4.75 to 1.00. These covenants are subject to a number of important exceptions and qualifications.

We have an option to redeem all or a portion of the 2026 Senior Secured Notes at any time on or after February 1, 2023 at fixed redemption prices contained within the Indenture. Prior to such time, we, at our option, may redeem up to 40% of the aggregate principal amount of the 2026 Senior Secured Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before February 1, 2023, we may redeem some or all of the 2026 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2026 Senior Secured Notes redeemed, plus the applicable premium as specified in the Indenture and accrued and unpaid interest, if any, to, but not including, the redemption date. If we experience certain kinds of change of control triggering events, we will be required to offer to repurchase the 2026 Senior Secured Notes at 101% of the aggregate principal amount of the 2026 Senior Secured Notes repurchased plus accrued and unpaid interest on the 2026 Senior Secured Notes repurchased to, but not including, the date of purchase.

On February 4, 2021, we closed on our ABL Facility that is subject to a borrowing base, which includes a sub-limit for letters of credit. The initial commitments totaled $500.0 million and the sub-limit for letters of credit was $200.0 million. The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and a second priority lien on all of our other assets. At March 31, 2022, $116.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $155.1 million.

The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, if such indebtedness is outstanding at such time, subject to certain exceptions. All borrowings under the ABL Facility bear interest at our option, at either (i) a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate such rate having been determined to be a SOFR-base rate (as defined herein) or (ii) an alternate base rate, in each case plus an applicable borrowing margin based on our fixed charge coverage ratio (as defined in the ABL Facility). The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for LIBOR/SOFR-based loans varies from 2.50% to 3.00%. In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our fixed charge coverage ratio is greater than or equal to 1.75 to 1.00.

At March 31, 2022, the borrowings under the ABL Facility had a weighted average interest rate of 4.64% calculated as the prime rate of 3.50% plus a margin of 2.00% on the alternate base rate borrowings and weighted average LIBOR of 0.50% plus a margin of 3.00% for the LIBOR borrowings. On March 31, 2022, the interest rate in effect on letters of credit was 3.00%.

The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio financial covenant that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At March 31, 2022, no Cash Dominion Event had occurred.

On April 13, 2022, we amended the ABL Facility to increase the commitments to $600.0 million under the accordion feature within the ABL Facility. As part of the amendment, we agreed to reduce the commitments back to $500.0 million on or before March 31, 2023. In addition, the sub-limit for letters of credit was increased to $250.0 million and the LIBOR benchmark was replaced with an adjusted forward-looking term rate based on the secured overnight financing rate (“SOFR”) as the interest rate benchmark.

The Partnership and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes, and the obligations under the Senior Unsecured Notes are fully and unconditionally guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the ABL Facility. The indentures governing the Senior Unsecured Notes contain various customary covenants, including certain covenants that govern our ability to (i) pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt, (ii) incur or guarantee additional indebtedness or issue preferred units, (iii) create or incur certain liens, (iv) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates.

Our obligations under the Senior Unsecured Notes may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency.


	Year Ended March 31,
	2022		2021		2020
	(in thousands)
2023 Notes
Notes repurchased	$	79,549	$	52,072	$	—
Cash paid (excluding payments of accrued interest)	$	77,847	$	33,566	$	—
Gain on early extinguishment of debt (1)	$	1,318	$	18,096	$	—

2025 Notes
Notes repurchased	$	—	$	7,300	$	1,815
Cash paid (excluding payments of accrued interest)	$	—	$	3,647	$	454
Gain on early extinguishment of debt (2)	$	—	$	3,575	$	1,341

2026 Notes
Notes repurchased	$	6,000	$	111,598	$	—
Cash paid (excluding payments of accrued interest)	$	5,320	$	78,583	$	—
Gain on early extinguishment of debt (3)	$	610	$	31,463	$	—

(1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.4 million and $0.4 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations.

(2) Gain on early extinguishment of debt for the 2025 Notes during the years ended March 31, 2021 and 2020 is inclusive of the write off of debt issuance costs of $0.1 million and less than $0.1 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations.

(3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.1 million and $1.6 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations.

On October 29, 2020, we entered into an equipment loan for $45.0 million which bears interest at a rate of 8.6% and is secured by certain of our barges and towboats. We have an aggregate principal balance of $41.7 million at March 31, 2022. The loan matures on November 1, 2027.


Year Ending March 31,	2026 Senior Secured Notes		ABL Facility		Senior Unsecured Notes		Other Long-Term Debt		Total
	(in thousands)
2023	$	—	$	—	$	—	$	2,378	$	2,378
2024	—		—		475,702		2,816		478,518
2025	—		—		380,020		3,068		383,088
2026	2,050,000		116,000		—		3,343		2,169,343
2027	—		—		332,402		3,642		336,044
Thereafter	—		—		—		26,458		26,458
Total	$	2,050,000	$	116,000	$	1,188,124	$	41,705	$	3,395,829