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): February 17, 2015

 

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35172

 

27-3427920

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

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))

 

 

 


 

Item 3.02 Unregistered Sales of Equity Securities.

 

On February 17, 2015, NGL Energy Partners LP (the “Partnership”) closed its previously announced acquisition of Magnum NGLs, LLC (the “Acquisition”).  As partial consideration for the Acquisition, the Partnership issued 7,396,973 common units to the sellers. As part of the Acquisition, the sellers waived the right to receive the cash distribution for the quarter ending March 31, 2015, expected to be paid in May 2015 on common units. The Partnership granted certain registration rights to the sellers receiving common units in connection with the Acquisition.  In issuing the common units, the Partnership relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

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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: February 19, 2015

 

By:

/s/ H. Michael Krimbill

 

 

H. Michael Krimbill

Chief Executive Officer

 

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