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

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

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Item 1.01. Entry into a Material Definitive Agreement

On February15, 2017, NGL Energy Partners LP (the Partnership)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Credit Suisse Securities (USA) LLC (Credit
Suisse) and Wells Fargo Securities, LLC (Wells Fargo), as
representatives (the Representatives) of the underwriters named
in Schedule I attached to the Underwriting Agreement
(collectively, with Credit Suisse and Wells Fargo, the
Underwriters), to which the Partnership agreed to sell to the
Underwriters up to 10,120,000 common units (the Units)
representing limited partner interests in the Partnership
(including 1,320,000 Units to the Underwriters option to purchase
additional Units) at a price of $22.001 per Unit. The Units have
been registered under the Securities Act of 1933, as amended (the
Securities Act), to a Registration Statement on FormS-3 (File
No.333-216079) of the Partnership and the base prospectus, dated
February15, 2017, included therein, as supplemented by the
prospectus supplement, dated February15, 2017, relating to the
Units, to be filed with the Securities and Exchange Commission
(the Commission) to Rule424(b)(5)under the Securities Act on
February17, 2017. Legal opinions relating to the Units are
included as Exhibits 5.1 and 8.1 hereto.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Partnership, and customary
conditions to closing, indemnification obligations of the
Partnership and the Underwriters, including for liabilities under
the Securities Act, other obligations of the parties and
termination provisions. Furthermore, each of the Partnerships
executive officers and certain holders of the Partnerships common
units have agreed with the Underwriters to not offer or sell the
Partnerships common units (or securities convertible into or
exchangable for common units), subject to customary exceptions,
for a period of 45 days after the date of the Underwriting
Agreement without the prior written consent of the Underwriters.
The summary of the Underwriting Agreement in this report does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which
is filed as Exhibit1.1 hereto and is incorporated herein by

The offering is expected to close on February22, 2017. As
described in the prospectus supplement, the Partnership intends
to use the net proceeds from the offering to repay borrowings
under its credit facility.

The Underwriters may, from time to time, engage in transactions
with and perform services for the Partnership and its affiliates
in the ordinary course of business. Affiliates of certain of the
Underwriters are lenders under the Partnerships revolving credit
facility and, accordingly, will receive a portion of the net
proceeds from the offering.

Item 8.01. Other Events

On February15, 2017, the Partnership issued a press release
announcing that it had commenced the offering of the Units. Also
on February15, 2017, the Partnership issued a press release
announcing that it had priced the upsized offering of the Units.
Copies of the press releases are filed as Exhibits 99.1 and 99.2
hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





Underwriting Agreement dated as of February15, 2017 by and
among the Partnership and Credit Suisse Securities (USA)
LLC and Wells Fargo Securities, LLC, as representatives of
the several underwriters named therein.


Opinion of Winston Strawn LLP regarding legality of the


Opinion of Winston Strawn LLP relating to tax matters


Consent of Winston Strawn LLP (included in Exhibit5.1


Consent of Winston Strawn LLP (included in Exhibit8.1


Press release dated February15, 2017


Press release dated February15, 2017


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.

NGL ENERGY PARTNERS LP (NYSE:NGL) Recent Trading Information

NGL ENERGY PARTNERS LP (NYSE:NGL) closed its last trading session down -0.05 at 23.20 with 603,188 shares trading hands.

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