SEC Form 4 · accession 0001104659-17-041790
NGL Energy Partners LP · NGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Highstar Capital IV, L.P.
Director
Period of report
Jun 23, 2017
Accepted (ET)
Jun 27, 2017 · 3:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001504461
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2,F3,F4,F5,F6,F7,F8 | $0.01 | Jun 23, 2017 | S | 850,716 | D | — | — | Common Units | 850,716 | 1,701,433 | I |
Explanation of responses
- F1The securities are owned directly by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism"), Highstar NGL Main Interco LLC ("Highstar Main"), NGL CIV A, LLC ("CIV") and NGL Prism/IV-A Blocker LLC ("Blocker" and together with Highstar Prism, Highstar Main and CIV, the "Purchasers"). The members of Highstar Prism are Blocker and Highstar Capital GP IV, L.P. ("Highstar GP IV").
- F2The members of Blocker are Highstar Capital IV-A, L.P. ("Highstar IV-A"), Highstar Capital IV Prism, L.P. ("Highstar IV Prism"), Harel Insurance Company Ltd., Harel Pension Fund Management Ltd., solely on behalf of Harel Pension, Harel Pension Fund Management Ltd., solely on behalf of Harel General Plan, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Provident Fund, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Study Fund, and Tzava Hakeva Saving Fund - Provident Funds Management Company Ltd., solely on behalf of Tzava Hakeva Savings Fund, and the non-member manager of Blocker is Highstar GP IV.
- F3The members of Highstar Main are NGL Main Blocker LLC and Highstar Capital IV, L.P. ("Highstar IV"), and the non-member manager of Highstar Main is Highstar GP IV. Highstar IV is the sole member of NGL Main Blocker LLC and Highstar GP IV is the non-member manager of NGL Main Blocker LLC. The members of CIV are Partners Group Series Access II, LLC, Series 43 and Highstar Capital NGL Co-Invest Manager LLC and the managing member of CIV is Highstar Capital NGL Co-Invest Manager LLC.
- F4Highstar GP IV is the general partner of each of Highstar IV, Highstar IV-A and Highstar IV Prism and is the sole member and managing member of Highstar Capital NGL Co-Invest Manager LLC. The general partner of Highstar GP IV is Highstar Capital GP IV, LLC. The sole member of Highstar Capital GP IV, LLC is Highstar Capital GP IV Holdings. The sole director of Highstar Capital GP IV Holdings is Oaktree Capital Management, L.P., and the sole shareholder of Highstar Capital GP IV Holdings is Oaktree Fund GP II, L.P., and the general partner of Oaktree Fund GP II, L.P. is Oaktree Capital II, L.P. The general partner of each of Oaktree Capital II, L.P. and Oaktree Capital Management, L.P. is Oaktree Holdings, Inc. The sole shareholder of Oaktree Holdings, Inc. is Oaktree Capital Group, LLC.
- F5The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC. Oaktree Capital Group Holdings GP, LLC is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities held by Highstar Prism and Highstar Main. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
- F6Highstar IV may be deemed to be a director by deputization as a result of its ability to appoint a director to the board of directors of the NGL Energy Partners LP (the "Issuer"), pursuant to that certain Amended and Restated Board Representation and Observation Rights Agreement, dated as of June 24, 2016, by and among the Issuer, NGL Energy Holdings LLC, the Purchasers and Highstar IV.
- F7Highstar Prism originally held warrants to purchase 161,312 common units representing limited partner interests ("Common Units") in the Issuer (the "Highstar Prism Warrants"), Highstar Main originally held warrants to purchase 112,133 Common Units (the "Highstar Main Warrants"), Blocker originally held warrants to purchase 455,741 Common Units (the "Blocker Warrants") and CIV originally held warrants to purchase 1,822,963 Common Units (the "CIV Warrants" and, together with the Highstar Prism Warrants, the Highstar Main Warrants and the Blocker Warrants, the "Warrants"), in each case, at an exercise price per Common Unit of $0.01.
- F8One-third of the Warrants were to become exercisable on the first anniversary of June 24, 2016 (the "Issue Date") and were repurchased by the Issuer in a private transaction on June 23, 2017, another one-third of the Warrants may be exercised from and after the second anniversary of the Issue Date; and all Warrants shall be exercisable from and after the third anniversary of the Issue Date. Upon the occurrence of a Change of Control (as defined in that certain Class A Convertible Preferred Unit and Warrant Purchase Agreement, dated April 21, 2016, as amended June 23, 2016) or in the event the Issuer exercises a redemption right with respect to the Class A Convertible Preferred Units, all unvested Warrants shall immediately vest and be exercisable in full. Unexercised Warrants will expire on the eighth anniversary of the Issue Date.