NGL-C NGL Energy Partners LP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

 

NGL Energy Partners LP

(Name of issuer)

 

Common Units Representing Limited Partner Interests

(Title of class of securities)

 

62913M107

(CUSIP number)

 

Krisy Lee, Chief Compliance Officer

c/o EIG Management Company, LLC

600 New Hampshire Ave NW, Suite 1200

Washington, DC 20037

(202) 600-3388

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 22, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)	Names of Reporting Person EIG Neptune Equity Aggregator, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Delaware

Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 0
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 0

(11)	Aggregate amount beneficially owned by each reporting person 0
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 0%
(14)	Type of reporting person (see instructions) PN

 

 

Item 1. Security and Issuer.

 

This Amendment No. 2 (“Amendment No. 2”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Person on May 8, 2020, as amended by Amendment No. 1 thereto filed on September 4, 2020 (the “Original Statement,” and together with Amendment No. 2, the “Schedule 13D”) relating to the common units (the “Common Units”) representing limited partnership interests of NGL Energy Partners LP, a Delaware limited partnership (the “Issuer”), with principal executive offices at 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136.

 

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Original Statement. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Original Statement.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to include the following at the end thereof:

 

On November 12, 2024, affiliates of the Reporting Person party to the Board Representation Termination Agreement entered into a board representation termination agreement (the “Termination Agreement”) with the Issuer and certain other parties thereto, pursuant to which, among other things, the parties agreed to terminate the Board Representation Rights Agreement, effective November 12, 2024. The description of the Termination Agreement in this Item 4 is not intended to be complete and is qualified in its entirety by the text of the Termination Agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(a) - (e) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

	(a)-(b)	After giving effect to the sale of Class D Preferred Units and Warrants, the Reporting Person beneficially owns an aggregate of 0 Common Units, or 0.0% of the total number of Common Units outstanding. Such percentage is calculated based on 132,012,766 Common Units outstanding as of November 8, 2024, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 12, 2024.
	(c)	On November 22, 2024, the Reporting Person sold all previously reported Warrants for an aggregate consideration of $5,000,000. In addition, the Reporting Person previously sold, on November 13, 2024, all of the previously reported Class D Preferred Units (which are not convertible into, and therefore do not represent ownership of, Common Units) in a private transaction for an aggregate consideration of $532,952,125.
	(d)	Not applicable.
	(e)	On November 22, 2024, the Reporting Person ceased to beneficially own 5% of the outstanding Common Units.

 

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.

 

The information set forth in Item 4 of the Schedule 13D is hereby incorporated in Item 6 and added at the end thereof.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 7

Board Representation Termination Agreement, dated as of November 12, 2024, by and among NGL Energy Holdings LLC, NGL Energy Partners LP, EIG Management Company, LLC and FS/EIG Advisor, LLC.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct.

 

Date: November 22, 2024

 

	EIG NEPTUNE EQUITY AGGREGATOR, L.P.
	By:	EIG Neptune Equity GP, LLC, its general partner
	By:	EIG Asset Management, LLC, its managing member
	By:	/s/ Matthew Hartman
	Name:	Matthew Hartman
	Title	Managing Director
	By:	/s/ Nicholas Williams
	Name:	Nicholas Williams
	Title:	Senior Vice President

 

 

Exhibit 7

 

BOARD REPRESENTATION TERMINATION AGREEMENT

 

This Board Representation Termination Agreement (the “Termination Agreement”), is dated as of November 12, 2024, by and among NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), NGL Energy Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “NGL Entities”), EIG Management Company, LLC, a Delaware limited liability company and FS/EIG Advisor, LLC, a Delaware limited liability company (collectively, “EIG”), on EIG’s own behalf and on behalf of the Purchasers. Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Board Representation Rights Agreement, dated July 2, 2019 (the “Agreement”), by and among the NGL Entities and EIG. The NGL Entities and EIG are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties have entered into the Agreement, pursuant to which EIG may designate up to one natural person to serve on the board of directors of the General Partner (the “Board”) so long as certain conditions described in the Agreement are met (the “EIG Designated Director”);

 

WHEREAS, on October 18, 2024, an affiliate of EIG agreed to transfer its interests in all of the Class D Preferred Units of the Partnership held by EIG or any of its affiliates (the “Unit Transfer”);

 

WHEREAS, on November 11, 2024, an affiliate of EIG agreed to transfer its interests in all of the Warrants of the Partnership held by EIG or any of its affiliates (the “Warrant Transfer” and, together with the Unit Transfer, the “Transfer”);

 

WHEREAS, in connection with the Transfer, (i) the most recent EIG Designated Director has resigned from the Board effective as of 5:00 p.m. New York City Time on October 30, 2024, and (ii) EIG’s right to designate a director to the Board pursuant to the Agreement and the Amended GP LLC Agreement terminated and ceased to be of any further force or effect; and

 

WHEREAS, the Parties hereto desire to terminate the Agreement on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.             Termination of the Agreement. Subject to the terms and conditions of this Termination Agreement, the Agreement is hereby terminated effective as of November 12, 2024 (the “Termination Date”). From and after the Termination Date, the Agreement will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate (other than any rights of the EIG Designated Director to seek indemnification pursuant to Section 4(a) of the Agreement, the Amended GP LLC Agreement and/or the Partnership Agreement).

 

2.              Mutual Release.

 

In consideration of the covenants, agreements and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Termination Agreement.

 

 

3.              Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

 

(a)            it has the full right, power and authority to enter into this Termination Agreement and to perform its obligations hereunder;

 

(b)           the execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary action on the part of such Party; and

 

(c)           this Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

 

4.              Acknowledgment and Agreement. EIG hereby acknowledges and agrees that, after giving effect to the Transfer, (a) the “Designation Period” described in Section 1(a) of the Agreement shall have terminated, (b) the Board Designation Right described in Section 1(a) of the Agreement and the designation right described in Section 9.02(b)(iv) of the Amended GP LLC Agreement shall have terminated and shall be of no further force or effect, and (c) neither EIG nor any of its affiliates shall own any equity securities in the Partnership or the General Partnership.

 

5.              Miscellaneous.

 

(a)           This Termination Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

 

(b)           This Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Termination Agreement electronically shall be effective as delivery of an original executed counterpart of this Termination Agreement.

 

(c)           If any term or provision of this Termination Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Termination Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

 

(d)           This Termination Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties hereto execute this Termination Agreement, effective as of the date first above written.

 

	NGL ENERGY HOLDINGS LLC
	By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	CEO

 

	NGL ENERGY PARTNERS LP
	By:	NGL ENERGY HOLDINGS LLC,
		its general partner
	By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	CEO

 

	EIG MANAGEMENT COMPANY, LLC FS/EIG ADVISOR, LLC on their own behalf and on behalf of the Purchasers
	EIG Management Company, LLC
	By:	/s/ Matthew Hartman
	Name:	Matthew Hartman
	Title:	Managing Director

 

	By:	/s/ Nicholas Williams
	Name:	Nicholas Williams
	Title:	Senior Vice President

 

	FS/EIG Advisor, LLC
	By:	/s/ Matthew Hartman
	Name:	Matthew Hartman
	Title:	Authorized Person

 

	By:	/s/ Nicholas Williams
	Name:	Nicholas Williams
	Title:	Authorized Person

 

Signature Page to Board Representation Termination Agreement

 

 

---