8-K

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): January 17, 2024

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	001-35172	27-3427920
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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 2.02.      Results of Operations and Financial Condition.

On January 17, 2024, NGL Energy Partners LP (“Partnership”) provided estimates of certain preliminary results of operations for the fiscal third quarter ended December 31, 2023. A copy of the press release containing these estimates is attached hereto as Exhibit 99.1, and the information contained in the press release under the heading “Preliminary Third Quarter Results” is incorporated in this Item 2.02 by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including the information contained under the heading “Preliminary Third Quarter Results” in Exhibit 99.1 attached hereto, is being “furnished” pursuant to Item 2.02 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.

Item 8.01. Other Events.

On January 17, 2024, Partnership announced that it had launched a seven-year $700 million senior secured term loan facility. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and the information contained in the press release under the heading “New Term Loan Facility” is incorporated in this Item 8.01 by reference.

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated January 17, 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: January 17, 2024		By:	/s/ Bradley P. Cooper
			Bradley P. Cooper
			Chief Financial Officer

EX-99.1

Exhibit 99.1

NGL Energy Partners LP Announces $700 Million Senior Secured Term Loan Facility and Provides Financial Update

New Term Loan Facility

NGL Energy Partners LP (NYSE: NGL) (“Partnership” or “NGL”), together with its wholly owned subsidiary NGL Energy Operating LLC (“NGL Energy Operating”), today announced plans to syndicate a new seven-year $700 million senior secured term loan facility (the “Term Loan Facility”). NGL Energy Operating will be the borrower under the Term Loan Facility. NGL Energy Operating expects to use the net proceeds of the Term Loan Facility, together with proceeds from any additional senior secured financing, to refinance existing debt (including repayment of existing senior notes); to pay related fees, costs and expenses; and for general corporate purposes.

There can be no assurances that NGL and NGL Energy Operating will be successful in their marketing efforts or that NGL Energy Operating will be able to enter into the Term Loan Facility (or the actual size or terms thereof). Closing of the Term Loan Facility, which is anticipated to occur in the first quarter of calendar 2024, is subject to obtaining lender commitments, as well as market conditions and the negotiation and execution of definitive documents and the satisfaction of customary closing conditions.

Preliminary Third Quarter Results

In connection with the Term Loan Facility syndication, NGL is providing certain preliminary estimates of financial information for its fiscal third quarter ended December 31, 2023.

For the three months ended December 31, 2023, NGL is estimating the following:

•Consolidated Adjusted EBITDA1: $150 - $160 million; and

•Capital expenditures (including both maintenance and growth): $30 - $40 million.

In addition, NGL is providing the following information regarding the outstanding principal amount of certain of its debt as of December 31, 2023:

•Asset-based revolving credit facility borrowings of $55.0 million

•Senior notes:

◦6.125% senior unsecured notes due 2025: $281 million;

◦7.5% senior unsecured notes due 2026: $320 million; and

◦7.500% senior secured notes due 2026: $2.050 billion.

As of the date of this press release, NGL has not finalized its financial results nor completed its quarter-end closing for the quarter ended December 31, 2023, and its auditors have not reviewed the financial information for such period. The preliminary estimates presented above are derived from NGL’s internal records and are based on information currently available to management. These preliminary estimates are subject to the completion of financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for the third quarter are finalized. Therefore, all of these preliminary estimates are subject to change. Further, these estimates are not a comprehensive statement of NGL’s financial results as of and for the quarter ended December 31, 2023, and NGL undertakes no obligation to update or revise these estimates prior to issuance of its financial statements.

NGL plans to issue its fiscal third quarter ended December 31, 2023 earnings press release post-market close on Thursday, February 8, 2024. Members of NGL’s management team intend to host an earnings call following this release on Thursday, February 8, 2024 at 4:00 pm CT to discuss its financial results. Analysts, investors, and other interested parties may join the webcast via the event link: https://www.webcaster4.com/Webcast/Page/2808/49742 or by dialing (888) 506-0062 and providing

1 Due to the impracticality of estimating certain amounts required by GAAP prior to completing its quarter-end closing, NGL is not able, without unreasonable effort, to estimate Net Income, the GAAP financial measure most directly comparable to the non-GAAP financial measure of Adjusted EBITDA. The variability of these amounts could have a significant impact on our final GAAP financial results.

access code: 847654. An archived audio replay of the call will be available for 14 days, which can be accessed by dialing (877) 481-4010 and providing replay passcode 49742.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Specifically, forward-looking statements include, among others, statements concerning the new Term Loan Facility, including the expected use of proceeds thereof and the preliminary estimates for the fiscal third quarter. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

About NGL Energy Partners LP

NGL Energy Partners LP, a Delaware limited partnership, is a diversified midstream energy company that transports, stores, markets and provides other logistics services for crude oil, natural gas liquids and other products and transports, treats and disposes of produced water generated as part of the oil and natural gas production process.

For further information, visit the Partnership’s website at www.nglenergypartners.com.

Investor Contact:

NGL Energy Partners LP

David Sullivan, 918-495-4631

Vice President - Finance

David.Sullivan@nglep.com

2

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Document and Entity Information Document	Jan. 17, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 17, 2024
Entity Registrant Name	NGL ENERGY PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35172
Entity Tax Identification Number	27-3427920
Entity Address, Address Line One	6120 South Yale Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74136
City Area Code	918
Local Phone Number	481-1119
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001504461
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC. | Limited Partner
Entity Information [Line Items]
Title of 12(b) Security	Common units representing Limited Partner Interests
Trading Symbol	NGL
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. | Series B Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-floating rate cumulative redeemable perpetual preferred units
Trading Symbol	NGL-PB
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. | Series C Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-floating rate cumulative redeemable perpetual preferred units
Trading Symbol	NGL-PC
Security Exchange Name	NYSE