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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/04/21 NGL Energy Partners LP S-8 5/04/21 3:61K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 40K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 10K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
As filed with the Securities and Exchange Commission on May 4, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware | 27-3427920 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
6120 South Yale Avenue, Suite 805
(Address of Principal Executive Offices)
NGL Energy Partners LP 2011 Long-Term Incentive Plan
(Full Title of the Plan)
Chief Executive Officer
NGL Energy Partners LP
6120 South Yale Avenue, Suite 805
(Name and Address of Agent for Service)
(918) 481-1119
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Bruce A. Toth
Winston & Strawn LLP
35 W. Wacker Dr.
(312) 558-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | x | |
| Non-accelerated filer | ¨ | (Do not check if smaller reporting company) | Smaller reporting company | ¨ |
| 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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1)(2) | Proposed Maximum Offering Price Per Unit(3) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common units representing limited partnership interests | 642,839 | $2.19 | $1,407,818 | $153.60 |
| (1) | This Registration Statement is being filed with the Securities and Exchange Commission (the “SEC”) to register 642,839 common units, representing limited partnership interests, that may be issued under the NGL Energy Partners LP 2011 Long-Term Incentive Plan (the “Plan”). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional common units that become available under the Plan pursuant to anti-dilution provisions of the Seventh Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, as amended. |
| (2) |
The common units being registered hereby consist of (i) 155,352 common units that have become reserved for issuance in accordance with the “evergreen” provision of the Plan, plus (ii) 487,487 common units that may be issued in accordance with the “recycling” provisions of the Plan, which were already registered on prior Registration Statements on Form S-8 and do not represent an increase to the total number of common units that may be issued pursuant to the Plan. See “Explanatory Note.” |
| (3) | Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, and based on the average of the high and low prices of the registrant’s Common Stock on the New York Stock Exchange on April 29, 2021, which date is within five business days prior to filing this Registration Statement. |
C:
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed in order to register an additional 642,839 common units, representing limited partner interests of NGL Energy Partners LP, a Delaware limited partnership (the “Registrant”), that may be awarded under the NGL Partners LP 2011 Long-Term Incentive Plan, as amended (the “Plan”), which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2012 (Registration No. 333-185068), September 5, 2018 (Registration No. 333-227201) and October 10, 2019 (Registration No. 333-234153), which are hereby incorporated by reference (the “Prior Registration Statements”). These common units consist of (i) 155,352 common units that have become reserved for issuance in accordance with the “evergreen” provision of the Plan since the filing of the Prior Registration Statements, which provides that the total number of units subject to the Plan will be increased from time to time pursuant to a specified formula, plus (ii) 487,487 common units that may be issued in accordance with the “recycling” provisions of the Plan, which provide that the units subject to certain forfeited, cancelled, exercised, paid, terminated or expired equity awards, or units withheld to satisfy tax withholding obligations, may be re-issued under the Plan. These 487,487 common units were already registered on the Prior Registration Statements and do not represent an increase to the total number of common units that may be issued pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement:
| (1) | The Registrant’s Annual Report on Form 10-K for its fiscal year ended March 31, 2020, filed with the SEC on June 1, 2020 (Registration No. 001-35172); |
| (2) | The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended (i) June 30, 2020, filed with the SEC on August 10, 2020, (ii) September 30, 2020, filed with the SEC on November 9, 2020 and (iii) December 31, 2020, filed with the SEC on February 9, 2021 (Registration No. 001-35172); |
| (3) | The Registrant’s Current Reports on Form 8-K filed with the SEC on June 5, 2020, January 21, 2021 (1), January 21, 2021 (2), January 25, 2021, February 8, 2021 and February 18, 2021 (Registration No. 001-35172); and |
| (4) | The description of the Registrant’s common units contained in its Registration Statement on Form 8-A filed with the SEC on May 9, 2011 pursuant to Section 12(b) of the Exchange Act, including any subsequent amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02, 7.01 or 9.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
C:
C:
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on May 4, 2021.
| NGL ENERGY PARTNERS LP | ||
| By: | NGL Energy Holdings LLC, its general partner | |
| By: | /s/ H. Michael Krimbill | |
| H. Michael Krimbill | ||
| Chief Executive Officer | ||
Each of the undersigned directors and/or officers of the Registrant whose signature appears below constitutes and appoints H. Michael Krimbill, with full power to act and with full power of substitution and resubstitution, our true and lawful attorney-in-fact and agent with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and to file the same, with all exhibits and other documents relating thereto and any registration statement relating to any offering made pursuant to this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act with the Securities and Exchange Commission and hereby ratify and confirm all that such attorney-in-fact or his substitute shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ H. Michael Krimbill | Chief Executive Officer and Director |
|
| H. Michael Krimbill | (Principal Executive Officer) | |
| /s/ Robert W. Karlovich III | Chief Financial Officer |
May 4, 2021 |
| Robert W. Karlovich III | (Principal Financial Officer) | |
| /s/ Lawrence J. Thuillier | Chief Accounting Officer |
May 4, 2021 |
| Lawrence J. Thuillier | (Principal Accounting Officer) | |
| /s/ Shawn W. Coady | Director | May 4, 2021 |
| Shawn W. Coady | ||
| /s/ James M. Collingsworth | Director | May 4, 2021 |
| James M. Collingsworth | ||
| /s/ Stephen L. Cropper | Director | May 4, 2021 |
| Stephen L. Cropper | ||
| /s/ Bryan K. Guderian | Director | May 4, 2021 |
| Bryan K. Guderian | ||
| /s/ John T. Raymond | Director | May 4, 2021 |
| John T. Raymond | ||
| /s/ Derek Reiners | Director | May 4, 2021 |
| Derek Reiners | ||
| /s/ Randall Wade | Director | May 4, 2021 |
| Randall Wade |
C:
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/4/21 | None on these Dates | ||
| 4/29/21 | ||||
| List all Filings | ||||