Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on March 22, 2019 (the Schedule 13D), relating to Common Units Representing Limited Partner Interests (the Common Units), of NGL Energy Partners LP, a Delaware corporation (the Issuer) whose principal executive offices are located at 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma that would be acquired upon a conversion of the Class A 10.75% Convertible Preferred Units. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented by adding the following:
On April 2, 2019, the Issuer delivered a notice of redemption (the Redemption Notice) for 7,468,874 shares of the Preferred Units. Pursuant to the Redemption Notice, on April 5, 2019, 7,468,874 Preferred Units held by reporting person were redeemed for $13.7678 per Preferred Unit, or an aggregate of $102,829,963. Also on April 5, 2019, Highstar Prism, Highstar Main, NGL CIV and NGL Blocker exercised warrants to purchase 412,237, 286,567, 607,654 and 151,913 Common Units, respectively, in accordance with the warrant terms at an exercise price of $0.01 per Common Unit.
Item 5.
Interest in Securities of the Issuer.
Item 5(a) - (b) of the Schedule 13D is amended and restated in its entirety by inserting the following information:
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of Common Units and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 124,033,723 Common Units outstanding on February 4, 2019, and
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assumes the conversion of the Preferred Units owned by the Reporting Persons into Common Units on a one-to-one basis.
Reporting Person
|
|
Amount
beneficially
owned
|
|
Percent
of class
|
|
Sole
power to
vote or
to direct
the vote
|
|
Shared
power to
vote or to
direct the
vote
|
|
Sole
power to
dispose or
to direct
the
disposition
|
|
Shared
power to
dispose or
to direct
the
disposition
|
|
Highstar NGL Prism/IV-A Interco LLC
|
|
3,938,046
|
|
3.1
|
%
|
0
|
|
3,938,046
|
|
0
|
|
3,938,046
|
|
Highstar NGL Main Interco LLC
|
|
2,737,546
|
|
2.1
|
%
|
0
|
|
2,737,546
|
|
0
|
|
2,737,546
|
|
NGL CIV A, LLC
|
|
5,804,860
|
|
4.4
|
%
|
0
|
|
5,804,860
|
|
0
|
|
5,804,860
|
|
NGL Prism/IV-A Blocker LLC
|
|
1,451,214
|
|
1.1
|
%
|
0
|
|
1,451,214
|
|
0
|
|
1,451,214
|
|
Highstar Capital NGL Co-Invest Manager LLC
|
|
5,804,860
|
|
4.4
|
%
|
0
|
|
5,804,860
|
|
0
|
|
5,804,860
|
|
Highstar Capital GP IV, L.P.
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Highstar Capital GP IV, LLC
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Highstar Capital GP IV Holdings
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Oaktree Fund GP II, L.P.
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Oaktree Capital II, L.P.
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Oaktree Holdings, Inc.
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Oaktree Capital Group, LLC
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Oaktree Capital Group Holdings GP, LLC
|
|
13,931,666
|
|
10.1
|
%
|
0
|
|
13,931,666
|
|
0
|
|
13,931,666
|
|
Highstar Prism, Highstar Main, NGL CIV and NGL Blocker are the record holders of 412,237, 286,567, 607,654 and 151,913 Common Units, respectively. In addition, Highstar Prism, Highstar Main, NGL CIV and NGL Blocker are the record holders of 3,525,809, 2,450,979, 5,197,206 and 1,299,301 Preferred Units, respectively.
Highstar Co-Invest is the managing member of NGL CIV and as a result may be deemed to share beneficial ownership of the securities held of record by NGL CIV.
Highstar GP IV is one of two members of Highstar Prism and is the non-member manager of the other member. In addition,
Highstar GP IV is the non-member manager of Highstar Main and is the managing member of NGL Blocker and Highstar Co-Invest. As a result, Highstar GP IV may deemed to share beneficial ownership of the securities held of record by each of the Purchasers.
Oaktree Capital Group Holdings GP, LLC is the duly elected manager of Oaktree Capital Group, LLC, which is the sole shareholder of Oaktree Holdings, Inc., which is the general partner of Oaktree Capital II, L.P., which is the general partner of Oaktree Fund GP II, L.P., which is the sole shareholder of Highstar Capital GP IV Holdings, which is the sole member of Highstar Capital GP IV, LLC, which is the general partner of Highstar GP IV. Oaktree Capital Group Holdings GP, LLC is a limited liability company managed by the OCGH GP Members. As a result, each of the foregoing entities and individuals may be deemed to share beneficial
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