UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  September 4, 2012 (June 19, 2012)

 

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 805
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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 

 


 

This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of NGL Energy Partners LP, filed with the Securities and Exchange Commission on June 25, 2012 (the “Form 8-K”), which reported under Item 2.01 the completion of a business combination with High Sierra Energy, LP and High Sierra Energy GP, LLC (collectively, “High Sierra”).  This amendment is filed to provide the financial statements for High Sierra Energy GP, LLC and the pro forma financial information of NGL Energy Partners LP for such transaction as required by Item 9.01.  Unless set forth below, all previous Items of the Form 8-K are unchanged.

 

Item 9.01              Financial Statements and Exhibits

 

(a)           Financial Statements of Businesses Acquired

 

The audited consolidated financial statements of High Sierra Energy GP, LLC and subsidiaries as of December 31, 2011 and for the three years then ended, together with the unaudited condensed consolidated financial statements of High Sierra Energy GP, LLC and subsidiaries as of March 31, 2012 and for the three months ended March 31, 2012 and 2011, and the related notes, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

 

(b)           Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2012 of NGL Energy Partners LP and the related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.

 

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(d)           Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Audited consolidated financial statements of High Sierra Energy GP, LLC and subsidiaries as of December 31, 2011 and for the three years then ended, together with the unaudited condensed consolidated financial statements of High Sierra Energy GP, LLC and subsidiaries as of March 31, 2012 and for the three months ended March 31, 2012 and 2011, and the related notes

 

 

 

99.2

 

The unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2012 of NGL Energy Partners LP and the related notes

 

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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: September 4, 2012

 

By:

/s/ H. Michael Krimbill

 

 

 

H. Michael Krimbill

 

 

 

Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Audited consolidated financial statements of High Sierra Energy GP, LLC and subsidiaries as of December 31, 2011 and for the three years then ended, together with the unaudited condensed consolidated financial statements of High Sierra Energy GP, LLC and subsidiaries as of March 31, 2012 and for the three months ended March 31, 2012 and 2011, and the related notes

 

 

 

99.2

 

The unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2012 of NGL Energy Partners LP and the related notes

 

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