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NGL ENERGY PARTNERS LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

June 23, 2014



Item 1.01. Entry into a Material Definitive Agreement

On June 18, 2014, NGL Energy Partners LP (the "Partnership") entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters (the "Underwriters") named therein, pursuant to which the Partnership agreed to sell to the Underwriters up to 9,200,000 common units (the "Units") representing limited partner interests in the Partnership (including 1,200,000 Units pursuant to the Underwriters' option to purchase additional Units) at a price to the public of $43.85 per Unit (or $42.31 per Unit, net of underwriting discounts and commissions in the amount of $1.54 per Unit). The Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-3 (File No. 333-189842) of the Partnership and the base prospectus, dated July 8, 2013, included therein, as supplemented by the prospectus supplement, dated June 18, 2014, relating to the Units, filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b)(5) of the Securities Act on June 18, 2014. Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.

The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The summary of the Underwriting Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

The offering closed on June 23, 2014. The Partnership received net proceeds from the offering of approximately $338.0 million. As described in the prospectus supplement, the Partnership intends to use the net proceeds from the offering to repay indebtedness and for general partnership purposes, including capital expenditures and potential acquisitions.

The Underwriters may, from time to time, engage in transactions with and perform services for the Partnership and its affiliates in the ordinary course of business. Affiliates of certain of the Underwriters are lenders under the Partnership's revolving credit facility and, accordingly, will receive a portion of the net proceeds from this offering.

Item 8.01. Other Events



On June 18, 2014, the Partnership issued a press release announcing that it had priced the offering of the Units. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement dated as of June 18, 2014 by and between the Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named therein 5.1 Opinion of Winston & Strawn LLP regarding legality of the Units 8.1 Opinion of Winston & Strawn LLP relating to tax matters 23.1 Consent of Winston & Strawn LLP (included in Exhibit 5.1 hereto) 23.2 Consent of Winston & Strawn LLP (included in Exhibit 8.1 hereto) 99.1 Press release dated June 18, 2014 2



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Source: Edgar Glimpses