NGL ENERGY PARTNERS LP (NYSE:NGL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On June6, 2017, NGL Energy Partners LP (the Partnership) entered
into an underwriting agreement (the Underwriting Agreement) with
UBS Securities LLC, Morgan Stanley Co. LLC and RBC Capital
Markets, LLC, as representatives of the several underwriters
named therein (collectively, the Underwriters), pertaining to an
underwritten public offering (the ClassB Preferred Unit Offering)
of 9.00% ClassB Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units, representing limited partner interests
in the Partnership (ClassB Preferred Units). to the Underwriting
Agreement, the Partnership agreed to sell 7,400,000 9.00% ClassB
Preferred Units (the Firm Units) at a price to the public of
$25.00 per ClassB Preferred Unit. Closing of the issuance and
sale of the Firm Units is scheduled for June13, 2017. to the
Underwriting Agreement, the Partnership granted the Underwriters
a 30-day option to purchase up to an additional 1,110,000 ClassB
Preferred Units at the same price and on the same terms and
conditions as the Firm Units. The initial distribution rate for
the ClassB Preferred Units from and including the date of
original issue to, but not including, July1, 2022 will be 9.00%
per annum of the $25.00 liquidation preference per unit (equal to
$2.25 per unit per annum). On and after July1, 2022,
distributions on the ClassB Preferred Units will accumulate at a
percentage of the $25.00 liquidation preference equal to the
applicable three-month LIBOR plus a spread of 721.3 basis points.
The Partnership will receive net proceeds from the offering of
approximately $179 million, after deducting the Underwriters
discount and estimated offering expenses payable by the
Partnership, assuming the Underwriters do not exercise their
option to purchase any additional ClassB Preferred Units. The
Partnership expects to use the net proceeds of the offering to
repay indebtedness outstanding under its revolving credit
agreement, which it may re-borrow from time to time for general
partnership purposes, including to retire other senior
indebtedness.

The ClassB Preferred Unit Offering has been registered under the
Securities Act of 1933, as amended (the Securities Act), to an
effective registration statement on FormS-3 (Registration
No.333-216079) of the Partnership, as amended by Post-Effective
Amendment No.1 thereto, and the prospectus supplement dated
June6, 2017, filed with the United States Securities and Exchange
Commission to Rule424(b)under the Securities Act.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Partnership, and customary
termination provisions, and it provides that the obligations of
the Underwriters to purchase the ClassB Preferred Units are
subject to customary closing conditions. The Underwriting
Agreement also includes customary indemnification provisions to
which the Partnership has agreed to indemnify the Underwriters
against certain liabilities and expenses, including liabilities
under the Securities Act, or to contribute to payments the
Underwriters may be required to make because of any of the those
liabilities.

The summary of the Underwriting Agreement in this report does not
purport to be complete and is qualified by reference to such
agreement, which is filed as Exhibit1.1 hereto.

Waiver and Option Agreement

In connection with ClassB Preferred Unit Offering, the
Partnership entered into a Waiver of ClassA Preemptive Rights
Holders and Option to Purchase ClassC Preferred Units (the Waiver
and Option Agreement) with Highstar NGL Prism/IV-A Interco LLC,
Highstar NGL Main Interco LLC, NGL CIV A, LLC and NGL Prism/IV-A
Blocker, LLC, such entities being the holders of the Partnerships
outstanding 10.75% ClassA Convertible Preferred Units
(collectively, the ClassA Preferred Unitholders). to the Waiver
and Option Agreement, the ClassA Preferred Unitholders agreed to
waive their preemptive rights held with respect to the ClassB
Preferred Unit Offering. Additionally, to the Waiver and Option
Agreement the Partnership granted the ClassA Preferred
Unitholders an option (the Option) to purchase directly from the
Partnership up to a number of ClassC Preferred Units equal to
41.6777% of the number of ClassB Preferred Units sold in the
ClassB Preferred Unit Offering at a price per unit equal to the
public offering price per unit in the ClassB Preferred Unit
Offering. Such ClassC Preferred Units would constitute a separate
class of securities with designations, preferences, rights and
powers substantially similar to those of the ClassB Preferred
Units. The Option will expire ten business days after each
closing date of the ClassB Preferred Unit Offering.

A member of the Board of Directors of the Partnerships general
partner, Jared Parker, is a Managing Director of Oaktree Capital
Management L.P., which manages the funds comprising the ClassA
Preferred Unitholders.

The summary of the Waiver and Option Agreement in this report
does not purport to be complete and is qualified by reference to
such agreement, which is filed as Exhibit10.1 hereto.

About NGL ENERGY PARTNERS LP (NYSE:NGL)

NGL Energy Partners LP owns and operates a vertically integrated energy business. The Company’s segments are crude oil logistics, water solutions, liquids, retail propane, refined products and renewables, and corporate and other. Its crude oil logistics segment includes owned and leased crude oil storage terminals, and owned and leased pipeline injection stations. Its water solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production, and for the disposal of solids, such as tank bottoms and drilling fluids. Its liquids segment supplies natural gas liquids to retailers, wholesalers, refiners and petrochemical plants throughout the United States and in Canada. Its retail propane segment consists of the retail marketing, and sale and distribution of propane and distillates, among others. The Company’s refined products and renewables segment is engaged in gasoline, diesel, ethanol and biodiesel marketing operations.