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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):
March 12, 2026
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
New Term Loan
On March 12, 2026, NGL Energy Partners LP
(“Partnership”) entered into a new term loan credit agreement, dated March 12, 2026 (the “Term Loan Credit Agreement”),
by and among Partnership, NGL Energy Operating LLC (“Operating LLC”), a wholly owned subsidiary of Partnership, as borrower,
Barclays Bank PLC, as administrative agent and collateral agent, and the lenders party thereto, which provides for a $950.0 million term
loan (the “Term Loan”). Operating LLC is the borrower under the Term Loan, and Partnership and certain of Partnership’s
direct and indirect wholly owned subsidiaries are the guarantors under the Term Loan. Operating LLC used the proceeds of the Term Loan,
among other things, to pay off the term loan credit agreement, dated as of February 2, 2024, by and among Partnership, Operating
LLC, as borrower, The Toronto Dominion (Texas) LLC, as administrative agent and collateral agent, and the lenders party thereto. Operating
LLC also expects to use such proceeds to redeem, repurchase or otherwise retire a portion of Partnership’s outstanding Class D
Preferred Units.
The Term Loan is scheduled to mature on March 11,
2033 and will amortize in equal quarterly installments in aggregate amounts equal to 1.0% of the original principal amount of the Term
Loan beginning with the fiscal quarter ending June 30, 2026, with the balance payable on maturity. Amounts borrowed and repaid under
the Term Loan will bear interest at a SOFR-based rate (with such customary provisions under the Term Loan providing for the replacement
of SOFR with any successor rate) or an alternate base rate, in each case plus an applicable margin. The applicable margin for alternate
base rate loans varies from 2.25% to 2.50% and the applicable margin for SOFR-based loans varies from 3.25% to 3.50%, in each case, depending
on Partnership’s consolidated first lien net leverage ratio.
The Term Loan Credit Agreement allows Operating
LLC to voluntarily prepay the Term Loan at any time without premium or penalty other than (a) customary “breakage” costs
and (b) a premium of 1% of the principal amount so prepaid, if such prepayment occurs prior to the six-month anniversary of the Term
Loan closing date in connection with certain repricing transactions. The Term Loan Credit Agreement contains customary mandatory prepayment
requirements, including mandatory prepayments as a result of (a) excess cash flow (subject to certain customary exceptions and thresholds),
(b) asset sales (subject to reinvestment rights and certain customary exceptions and thresholds) and (c) the incurrence of non-permitted
indebtedness.
The Term Loan Credit Agreement permits Operating
LLC to request, from time to time, (a) increases in the Term Loan, and/or (b) the establishment of new tranches of incremental
term loans, in an aggregate principal amount of up to the greater of $350 million and 50% of consolidated EBITDA plus such additional
amounts depending upon satisfaction of certain ratio tests and other conditions, in each case subject to commitments from lenders and
customary conditions.
The Term Loan Credit Agreement requires that certain
of the Partnership’s subsidiaries that the Partnership may form or acquire in the future provide a guarantee of, and also grant
a lien on their assets to secure, the obligations owing in respect of the Term Loan.
The Term Loan Credit Agreement 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 Term Loan Credit Agreement requires that Partnership maintain, on a quarterly basis and beginning with
the fiscal quarter ending June 30, 2026, a debt service coverage ratio of no less than 1.10:1.00. Events of default under the Term
Loan Credit Agreement are customary for facilities of this type including, among other things, the failure to pay principal, interest
or fees, the failure to observe or perform any material covenant contained in the Term Loan Credit Agreement, material misrepresentation
under or in connection with the Term Loan Credit Agreement, cross-default to certain material indebtedness, entry of judgments in a material
amount, a change of control and the institution of any bankruptcy or insolvency proceedings.
All of the obligations under the Term Loan
Credit Agreement are secured by a first-priority basis by liens on the Notes-TLB Priority Collateral and by a second-priority basis
by liens on the ABL Priority Collateral, in each case, subject to certain exceptions and permitted liens as described in the Term
Loan Credit Agreement.
The above description of the Term Loan Credit Agreement
is a summary only and is subject to, and qualified entirely by, the Term Loan Credit Agreement, which is filed as Exhibit 10.1 to
this Form 8-K and incorporated herein by reference.
ABL Amendment
On March 12, 2026, Partnership entered into
that certain Seventh Amendment to Credit Agreement (the “ABL Amendment”), by and among Operating LLC, as borrower, Partnership,
certain of Partnership’s direct and indirect wholly owned subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative
agent, and the financial institutions party thereto as lenders, which amends the terms of Partnership’s existing asset-based revolving
credit facility (the “ABL Facility”).
The ABL Amendment amends the ABL Facility to (i) reduce
the aggregate amount of commitments thereunder from $475.0 million to $425.0 million, (ii) reduce both the sub-limit for letters
of credit, and the aggregate amount that the commitments thereunder may be increased, from $200.0 million to $100.0 million, (iii) reduce
the applicable interest rate margins for loans thereunder to a range of between 2.00% to 2.50% for SOFR-based loans and 1.00% to 1.50%
for alternate base rate loans, in each case depending on Partnership’s fixed charge coverage ratio in effect from time to time,
(iv) reduce the commitment fees payable thereunder to 0.375% per annum, subject to a further reduction to 0.25% per annum if Partnership’s
fixed charge coverage ratio in effect from time to time is greater than or equal to 1.75:1.00 and (v) make certain other changes
to the terms thereof.
The above description of the ABL Facility and the
ABL Amendment is a summary only and is subject to, and qualified entirely by, the ABL Amendment, which is filed as Exhibit 10.2 to
this Form 8-K and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 hereto under the captions “New Term Loan” and “ABL Amendment” is incorporated
by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On March 12, 2026,
Partnership issued a press release announcing the closing of the Term Loan. A copy of the press release is attached as Exhibit 99.1
to this Form 8-K and is 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Term Loan Credit Agreement, dated as of March 12, 2026, by and among NGL Energy Operating LLC, NGL Energy Partners LP, Barclays Bank PLC, as administrative agent, collateral agent and a lender, and certain financial institutions party thereto. |
| 10.2 |
|
Seventh Amendment to Credit Agreement, dated as of March 12, 2026, by and among NGL Energy Operating LLC, NGL Energy Partners LP, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions party thereto. |
| 99.1 |
|
Press release dated March 12, 2026. |
| 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: March 12, 2026 |
|
By: |
/s/ Bradley P. Cooper |
| |
|
|
Bradley P. Cooper |
| |
|
|
Chief Financial Officer |
Exhibit 99.1
NGL Closes $950 Million
Term Loan, Amends Asset-Based Revolving Credit Facility, To Redeem Approximately 195,000 Class D Preferred Units
TULSA, Okla.--(BUSINESS WIRE)--NGL Energy
Partners LP (NYSE: NGL) (“NGL”) through its wholly owned subsidiaries NGL Energy Operating LLC and NGL Energy Finance Corp.,
closed a new seven-year $950.0 million senior secured term loan facility (the “Term Loan”). The net proceeds from the Term
Loan are expected to be used, among other things, (i) to repay all borrowings under NGL’s existing term loan credit agreement, (ii)
to redeem, repurchase or otherwise retire a portion of NGL’s Class D Preferred Units (the “Class D Units”) and (iii)
to the extent of any remaining net proceeds, for general corporate purposes.
The final amount of the Term Loan reflects
an additional $250.0 million of secured debt financing, with the amount thereunder increased to $950.0 from the current amount of $687.8
million.
As Mike Krimbill, NGL’s CEO, stated:
“The successful execution of the incremental secured debt financing represents a meaningful step toward a simpler and more flexible
capital structure. The incremental $250 million in proceeds combined with additional funds from the ABL will enable NGL to repurchase
approximately 195,000 Class D Units. Subsequent to this transaction, there will be approximately 316,000 Class D Units remaining.”
In addition, in connection with the closing
of the Term Loan, NGL’s senior secured asset-based revolving credit facility was amended to reduce the aggregate amount of commitments
thereunder from $475.0 million to $425.0 million and to make certain other changes to the terms thereof.
This press release shall not constitute an
offer to repurchase, or a redemption notice for, any of the Class D Units.
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. Specifically, forward-looking statements may include, among others, statements concerning the expected uses of proceeds of
the Term Loan. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number
of risks and uncertainties. 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 NGL’s website at www.nglenergypartners.com.
Contacts
NGL Energy Partners LP
David Sullivan, 918-495-4631
Vice President – Finance
David.Sullivan@nglep.com
