Item 1.01. Entry into a Material Definitive Agreement
On February 15, 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), pursuant 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 pursuant 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), pursuant to a Registration Statement on Form S-3 (File No. 333-216079) of the Partnership and the base prospectus, dated February 15, 2017, included therein, as supplemented by the prospectus supplement, dated February 15, 2017, relating to the Units, to be filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b)(5) under the Securities Act on February 17, 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 Exhibit 1.1 hereto and is incorporated herein by reference.
The offering is expected to close on February 22, 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.