Business Context and Reporting Period
This Form 8-K Current Report was filed by NGL Energy Partners LP on May 11, 2019, with the earliest event reported on that date. The filing primarily addresses corporate governance changes and a significant capital structure event involving the redemption of preferred units.
Key Financial Metrics
The filing does not provide standard operating financial metrics such as revenue, profit, cash flow, margins, or debt levels. The only specific financial data disclosed relates to the redemption transaction:
- Redemption Price: $13.2385 per Class A Preferred Unit.
- Additional Payment: All accrued but unpaid accumulated distributions up to, but not including, May 11, 2019.
- Instrument Redeemed: All issued and outstanding 10.75% Class A Convertible Preferred Units.
Material Changes
The filing details two material events occurring on May 11, 2019:
- Board Composition: Jared Parker ceased to serve as the designated director for Highstar Capital IV, L.P. on the board of the General Partner. The resignation was not due to any disagreement regarding operations or policies but was a direct result of the redemption of the Class A Preferred Units.
- Capital Structure: The Partnership completed the full redemption of its Class A Preferred Units. Consequently, no Class A Preferred Units remain issued or outstanding.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosures associated with the redemption. The redemption was executed pursuant to a formal notice of redemption dated May 1, 2019. The press release announcing the redemption is furnished as an exhibit but is not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the total cash outflow required for the redemption by multiplying the redemption price ($13.2385) by the total number of Class A Preferred Units outstanding prior to May 11, 2019.
- Confirm the exact amount of accrued but unpaid distributions paid in conjunction with the redemption.
- Review the updated board composition of the General Partner to confirm Jared Parker's departure and any subsequent appointments.
- Check subsequent filings to ensure no Class A Preferred Units remain outstanding.