Business Context and Reporting Period
Company: NGL Energy Partners LP
Filing Type: Form 8-K (Current Report)
Report Date: January 23, 2012
Event Date: January 16, 2012
Context: The Partnership entered into a Material Definitive Agreement to acquire assets from North American Propane, Inc. and its affiliates.
Key Financial Metrics
Transaction Value: Approximately $66.8 million in cash.
Adjustments: Purchase price is subject to adjustment for assumed liabilities, working capital, and other specified items.
Other Metrics: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity for the reporting period.
Material Changes
- Asset Acquisition: Agreement to acquire substantially all assets comprising the propane and distillate operations of North American Propane.
- Assets Included: Retail propane and distillate operations, wholesale supply and marketing operations, and three propane terminals.
- Geographic Expansion: Operations cover Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, Pennsylvania, and Rhode Island.
Outlook, Risks, and Contingencies
- Closing Timeline: Expected to close in January or February 2012.
- Conditions Precedent: Closing is subject to customary conditions, including performance of material covenants, accuracy of representations and warranties, and obtaining material consents.
- Regulatory Approval: Specifically subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act.
- Documentation: The Asset Purchase Agreement contains representations and warranties qualified by related schedules and should not be relied upon as a complete description of the parties' state of affairs.
Investor Verification Checklist
- Verify the final purchase price after adjustments for working capital and assumed liabilities.
- Confirm receipt of Hart-Scott-Rodino Antitrust Improvements Act approval.
- Monitor the closing date to ensure it occurs within the projected January or February 2012 window.
- Review the full text of the Asset Purchase Agreement once filed as an exhibit to a later SEC filing.