UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2020
NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35172 | | 27-3427920 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136
(Address of principal executive offices) (Zip Code)
(918) 481-1119
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbols | | Name of Each Exchange on Which Registered |
| Common units representing Limited Partner Interests | | NGL | | New York Stock Exchange |
| Fixed-to-floating rate cumulative redeemable perpetual preferred units | | NGL-PB | | New York Stock Exchange |
| Fixed-to-floating rate cumulative redeemable perpetual preferred units | | NGL-PC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment of New Executive Officer
On January 23, 2020, John A. Ciolek was appointed Executive Vice President, Strategic Initiatives, of NGL Energy Holdings LLC (the “General Partner”), the general partner of NGL Energy Partners LP (the “Partnership”).
Mr. Ciolek, 55, served as Managing Director in the Oil and Gas Group at Credit Suisse Securities LLC (“Credit Suisse”) from August 2015 to October 2019. Before joining Credit Suisse, he served as the Head of the Midstream Franchise within J.P. Morgan’s North American Energy Group starting in May 2011. He previously served for fourteen years with Citigroup’s Global Energy Group.
Mr. Ciolek will receive compensation and participate in benefit plans at levels consistent with his position and scope of responsibility. In connection with his employment, the General Partner has granted Mr. Ciolek restricted common units that are scheduled to vest in tranches of 12,500 units each on February 11, 2020, November 10, 2020, February 11, 2021 and November 12, 2021. The General Partner has not entered into any other material compensatory contracts or arrangements with Mr. Ciolek in connection with his appointment.
Mr. Ciolek does not have any family relationships with any director, executive officer, or any person nominated to become a director or executive officer, of the General Partner and there are no arrangements or understandings between Mr. Ciolek and any other person pursuant to which Mr. Ciolek was appointed as the Executive Vice President, Strategic Initiatives. There are no transactions in which Mr. Ciolek had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description |
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| 101 | | Cover Page formatted as Inline XBRL. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | NGL ENERGY PARTNERS LP |
| | By: | NGL Energy Holdings LLC, |
| | | its general partner |
| Date: January 29, 2020 | | By: | /s/ Robert W. Karlovich III |
| | | | Robert W. Karlovich III |
| | | | Chief Financial Officer |
