Item 8.01. Other Events.
On January 25, 2021, NGL Energy Partners LP (the "Partnership") issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by
reference herein, announcing the pricing of its private offering of $2.05
billion in aggregate principal amount of senior secured notes due 2026 (the
"Notes Offering"). The Partnership expects to use the net proceeds of the Notes
Offering, together with borrowings under a new $500.0 million asset-based
revolving credit facility, to (i) repay all outstanding borrowings under and
terminate the Partnership's revolving credit facility, (ii) repay all
outstanding borrowings under and terminate the Partnership's $250.0 million term
credit agreement and (iii) to pay fees and expenses in connection therewith.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy any securities and shall not constitute an offer to sell or a
solicitation of an offer to buy, or a sale of, any securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction. The securities to be offered have not been registered under the
Securities Act of 1933 (the "Securities Act") or any state securities laws; and
unless so registered, the securities may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable state
securities laws. The securities will be offered only to persons reasonably
believed to be qualified institutional buyers under the Securities Act and to
persons, other than U.S. persons, outside of the United States pursuant to
Regulation S under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated January 25, 2021.
101 Cover Page formatted as Inline XBRL.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
104 Exhibit 101).
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