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SEC 8-K filings with transcript text

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2023
Q4

Q4 2023 Earnings

8-K

Jan 18, 2024

0001504461-24-000002

EX-99.1

2 exhibit991pressreleasedate.htm

EX-99.1

Document

Exhibit 99.1

NGL Energy Partners LP Announces $700 Million Senior Secured Term Loan Facility and Provides Financial Update

New Term Loan Facility

NGL Energy Partners LP (NYSE: NGL) (“Partnership” or “NGL”), together with its wholly owned subsidiary NGL Energy Operating LLC (“NGL Energy Operating”), today announced plans to syndicate a new seven-year $700 million senior secured term loan facility (the “Term Loan Facility”). NGL Energy Operating will be the borrower under the Term Loan Facility. NGL Energy Operating expects to use the net proceeds of the Term Loan Facility, together with proceeds from any additional senior secured financing, to refinance existing debt (including repayment of existing senior notes); to pay related fees, costs and expenses; and for general corporate purposes.

There can be no assurances that NGL and NGL Energy Operating will be successful in their marketing efforts or that NGL Energy Operating will be able to enter into the Term Loan Facility (or the actual size or terms thereof). Closing of the Term Loan Facility, which is anticipated to occur in the first quarter of calendar 2024, is subject to obtaining lender commitments, as well as market conditions and the negotiation and execution of definitive documents and the satisfaction of customary closing conditions.

Preliminary Third Quarter Results

In connection with the Term Loan Facility syndication, NGL is providing certain preliminary estimates of financial information for its fiscal third quarter ended December 31, 2023.

For the three months ended December 31, 2023, NGL is estimating the following:

•Consolidated Adjusted EBITDA1: $150 - $160 million; and

•Capital expenditures (including both maintenance and growth): $30 - $40 million.

In addition, NGL is providing the following information regarding the outstanding principal amount of certain of its debt as of December 31, 2023:

•Asset-based revolving credit facility borrowings of $55.0 million

•Senior notes:

◦6.125% senior unsecured notes due 2025: $281 million;

◦7.5% senior unsecured notes due 2026: $320 million; and

◦7.500% senior secured notes due 2026: $2.050 billion.

As of the date of this press release, NGL has not finalized its financial results nor completed its quarter-end closing for the quarter ended December 31, 2023, and its auditors have not reviewed the financial information for such period. The preliminary estimates presented above are derived from NGL’s internal records and are based on information currently available to management. These preliminary estimates are subject to the completion of financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for the third quarter are finalized. Therefore, all of these preliminary estimates are subject to change. Further, these estimates are not a comprehensive statement of NGL’s financial results as of and for the quarter ended December 31, 2023, and NGL undertakes no obligation to update or revise these estimates prior to issuance of its financial statements.

NGL plans to issue its fiscal third quarter ended December 31, 2023 earnings press release post-market close on Thursday, February 8, 2024. Members of NGL’s management team intend to host an earnings call following this release on Thursday, February 8, 2024 at 4:00 pm CT to discuss its financial results. Analysts, investors, and other interested parties may join the webcast via the event link: https://www.webcaster4.com/Webcast/Page/2808/49742 or by dialing (888) 506-0062 and providing

1 Due to the impracticality of estimating certain amounts required by GAAP prior to completing its quarter-end closing, NGL is not able, without unreasonable effort, to estimate Net Income, the GAAP financial measure most directly comparable to the non-GAAP financial measure of Adjusted EBITDA. The variability of these amounts could have a significant impact on our final GAAP financial results.

access code: 847654. An archived audio replay of the call will be available for 14 days, which can be accessed by dialing (877) 481-4010 and providing replay passcode 49742.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Specifically, forward-looking statements include, among others, statements concerning the new Term Loan Facility, including the expected use of proceeds thereof and the preliminary estimates for the fiscal third quarter. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect

2020
Q4

Q4 2020 Earnings

8-K

Jan 21, 2021

0001504461-21-000009

EX-99.1

2 exhibit99112-31x20prelimin.htm

EX-99.1

Document

Exhibit 99.1

In the confidential preliminary offering memorandum to be used in connection with the private offering of $2.05 billion in aggregate principal amount of senior secured notes due 2026 commenced by NGL Energy Partners LP (the “Partnership”) on January 21, 2021, the Partnership provided the following information.

The Partnership provided the following Preliminary Financial Results for the Quarterly Period ended December 31, 2020:

Preliminary Financial Results for the Quarterly Period ended December 31, 2020

As of the date of this offering memorandum, we have not finalized our operational results nor completed our quarter-end closing for the quarterly period ended December 31, 2020, and our auditors have not reviewed the financial information for such period. The preliminary estimates presented below are derived from our internal records and are based on the most current information available to management. During the course of our review process of these preliminary estimates, we could identify items that would require us to make adjustments that could affect the final results. Any such adjustments could be material.

Based on our preliminary expectations, we estimate that Adjusted EBITDA for the three months ended December 31, 2020 was between $120 million and $130 million. In addition, we expect to recognize a non-cash impairment charge that could be in the range of $380 million to $400 million in the quarter ended December 31, 2020 associated with certain intangible assets and goodwill which had a net book value of approximately $768 million at September 30, 2020 in our Crude Oil Logistics segment because of the Extraction bankruptcy and settlement. Management does not expect to recognize any impairment of tangible assets in this segment related to this matter. Due to the impracticality of estimating certain amounts required by GAAP prior to completing our quarter-end closing, we are not able to estimate Net Income, the GAAP financial measure most directly comparable to the non-GAAP financial measure of Adjusted EBITDA.

For the three months ending March 31, 2021, our capital expenditures are expected to be between $10 million and $20 million, with about two-thirds allocated to maintenance capital expenditures and one-third allocated to growth capital expenditures. For the year ending March 31, 2022, our capital expenditures are expected to be between $100 million and $125 million, with about one-half allocated to maintenance capital expenditures and one-half allocated to growth capital expenditures.

As of January 20, 2021, we had $1,708.5 million of borrowings outstanding under our Existing Credit Agreement. We continue to target a capital structure with long-term total leverage of less than 4.00x.

The Partnership included the following additional risk factor:

The consent we entered into with the holder of a majority of our Class D Preferred Units in connection with the Transactions will restrict our current and future operations.

In connection with this offering, we were required to obtain a consent (the “Class D Preferred Consent”) from the holder of the majority of our Class D Preferred Units (the “Class D Preferred Majority”) to, among other things, enable us to consummate the Transactions. The Class D Preferred Consent modifies certain voting and approval rights granted to the Class D Preferred Majority under our Amended and Restated Partnership Agreement. Specifically, the Class D Preferred Consent requires us to obtain the approval of the Class D Preferred Majority for:

•incurrences of indebtedness, other than under the ABL Facility, the issuance of the notes and certain refinancing indebtedness for indebtedness outstanding as of the closing of the Transactions;

•acquiring or disposing of any assets with an aggregate purchase price of greater than $50.0 million during any fiscal year; and

•making investment capital expenditures or expansion capital expenditures in excess of $75.0 million in the aggregate during any fiscal year.

These approval rights supplement the existing approval rights in our Amended and Restated Partnership Agreement for the Class D Preferred Majority. They will become effective upon the closing of the Transactions and will remain in effect until we are no longer in arrears on the Class D Preferred Unit distributions. Because the notes and the ABL Facility will restrict our ability to pay distributions on our Class D Preferred Unit distributions until we can comply with certain leverage and liquidity covenants, we cannot predict when such actions will no longer be subject to the approval of the Class D Preferred Consent, and

there is no certainty that we will be able to obtain such consent. As with other restrictions in the notes and the ABL Facility, these restrictions may affect our ability to grow in accordance with our strategy.

The Partnership included the following disclosure regarding

2020
Q4

Q4 2020 Earnings

8-K

Jan 19, 2021

0001504461-21-000002

EX-99.1

2 exhibit991extractionsettle.htm

EX-99.1

Document

Exhibit 99.1

NGL Energy Partners LP Provides Financial Update

TULSA, Okla.--(BUSINESS WIRE)—January 19, 2021--NGL Energy Partners LP (NYSE: NGL) (“the “Partnership” or “NGL”) is providing certain information regarding its global settlement with Extraction Oil and Gas, Inc. (“Extraction”) following its expected emergence from bankruptcy, including Adjusted EBITDA guidance for the fiscal year ending March 31, 2021 (“Fiscal 2021”) and the fiscal year ending March 21, 2022 (“Fiscal 2022”).

Extraction, in its Chapter 11 bankruptcy proceeding, rejected its two transportation service agreements (“TSAs”) with Grand Mesa Pipeline, LLC (“Grand Mesa”), a subsidiary of the Partnership. Grand Mesa disputed the rejection and appealed the bankruptcy court’s approval of the rejection of the TSAs. The parties reached a global settlement of the dispute which, among other consideration, provided for the following:

•A new, long-term supply agreement between NGL Crude Logistics LLC (“NGL Crude”) and Extraction (the “Supply Agreement”), which includes a significant acreage dedication in the DJ Basin and retains Extraction’s crude oil volumes for shipping on the Grand Mesa Pipeline;

•A new rate structure under the Supply Agreement which is based on calendar month average NYMEX prices with an agreed upon differential plus an increase in the rate when those NYMEX prices exceed $50.00 per barrel; and

•The Partnership will receive $35 million as a liquidated payment for Grand Mesa’s remaining claim on the effective date of Extraction’s plan of reorganization.

“We are pleased to be able to complete the new Supply Agreement with Extraction and look forward to working with their management team as they develop their significant DJ Basin position and execute their business strategy,” stated Mike Krimbill, NGL’s CEO. “This new contract positions NGL to retain and transport significant crude oil volumes for Extraction and aligns the two companies for future success.”

Based on actual year-to-date results and estimated results for the remainder of Fiscal 2021, including the impact of the Extraction bankruptcy, the Partnership is re-instating Fiscal 2021 Adjusted EBITDA guidance at $500 million. Fiscal 2021 Adjusted EBITDA includes an estimated reduction of $45 million associated with lower crude oil volumes delivered by Extraction plus the litigation costs associated with the bankruptcy. Additionally, the Partnership expects to recognize a non-cash impairment charge that could be in the range of $380 million to $400 million in the quarter ending December 31, 2020 associated with certain intangible assets and goodwill which had a net book value of approximately $768 million at September 30, 2020 in its Crude Oil Logistics segment because of the Extraction bankruptcy and settlement. Management does not expect to recognize any impairment of tangible assets in this segment related to this matter.

The Partnership is also initiating Adjusted EBITDA guidance for Fiscal 2022 with a range of $570 million to $600 million. Capital expenditures are expected to be between $100 million and $125 million for Fiscal 2022, including both growth and maintenance expenditures. Additional details regarding Adjusted EBITDA and capital expenditures guidance will be provided when the Partnership announces its operating results for the quarter ending December 31, 2020.

NGL plans to issue its fiscal third quarter-ended December 31, 2020 earnings press release post-market close on Tuesday February 9, 2021. Members of NGL’s management team intend to host an earnings call following this release on Tuesday February 9, 2021 at 4:00 pm CT to discuss its financial results. Analysts, investors, and other interested parties may access the conference call by dialing (800) 291-4083 and providing access code 5176744. An archived audio replay of the call will be available for 7 days beginning at 1:00 pm CT on February 10, 2021, which can be accessed by dialing (855) 859-2056 and providing access code 5176744.

Forward Looking Statements

This press release includes “forward-looking statements.” The forward-looking expectations for Fiscal 2021 and Fiscal 2022 are based on the most recent volume, price and cost assumptions available and represent management’s best estimate as of the date of this release. There is can be no assurance that these volume, price and cost assumptions will be realized or that other factors will not impact our actual results of operations. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertain

About NGL ENERGY PARTNERS LP (NGL) Earnings

This page provides NGL ENERGY PARTNERS LP (NGL) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.

Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on NGL's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.

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