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 5, 2015

 

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))

 

 

 


 

Item 3.02 Unregistered Sales of Equity Securities.

 

On March 5, 2015, NGL Energy Partners LP (the “Partnership”) and certain of its wholly-owned subsidiaries entered into Contribution and Purchase Agreements (collectively, the “Agreements”) to acquire three saltwater disposal facilities (the “Acquisition”).  As consideration for the Acquisition, the Partnership issued 1,322,032 common units to the sellers.  In issuing common units pursuant to the Agreements, the Partnership intends to rely 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: March 5, 2015

 

By:

/s/ H. Michael Krimbill

 

 

H. Michael Krimbill

 

 

Chief Executive Officer

 

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