Item 2.02. Results of Operations and Financial Condition.

On January 21, 2021, in connection with the Notes Offering (as defined below), NGL Energy Partners LP (the "Partnership") provided certain preliminary results of operations for the quarterly period ended December 31, 2020 in the preliminary offering memorandum. Those preliminary results are attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being "furnished" pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporated language in such filing.

Item 8.01. Other Events.

On January 21, 2021, the Partnership issued a press release, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein, announcing that it intends to commence a 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 (the "ABL Facility"), to (i) repay all outstanding borrowings under and terminate the Partnership's existing revolving credit facility, (ii) repay all outstanding borrowings under and terminate the Partnership's $250.0 million term credit agreement and (iii) 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                     Preliminary results of operations.
99.2                     Press Release, dated January     21    , 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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