Business Context and Reporting Period
This Form 8-K Current Report was filed by NGL Energy Partners LP on October 1, 2012. The report details a private transaction involving the issuance of unregistered equity securities to facilitate an acquisition of assets related to salt water disposal wells.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or debt metrics. The specific financial data disclosed relates solely to the equity transaction:
- Units Issued: 516,978 common units
- Price per Unit: $25.533
- Total Consideration Value: Approximately $13.2 million (calculated from units and price)
- Transaction Type: Private placement exempt under Section 4(2) of the Securities Act of 1933
Material Changes
The primary material change reported is the increase in outstanding common units resulting from the issuance to an accredited investor ("New Unitholder"). This issuance served as partial consideration for the acquisition of entities operating salt water disposal wells and related assets by an indirect subsidiary of the Partnership. Additionally, the Partnership's Registration Rights Agreement was amended (Amendment No. 5) to grant piggy-back registration rights to the New Unitholder.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclosures regarding the equity issuance. The transaction was executed as part of an acquisition strategy to expand the Partnership's asset base in salt water disposal.
Investor Verification Checklist
- Verify the total number of outstanding common units post-transaction to assess dilution impact.
- Review the full text of Exhibit 4.1 (Amendment No. 5) to understand the specific terms of the piggy-back registration rights granted.
- Confirm the operational status and valuation of the acquired salt water disposal wells and related assets.
- Check subsequent filings for any additional cash consideration paid for the acquisition not covered by the equity issuance.