1 unchanged sentence
Market Information
−Removed: Our common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “NGL.” At June 1, 2022, there were approximately 100 common unitholders of record which does not include unitholders for whom common units may be held in “street name.”
+Added: Our common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “NGL.” At May 26, 2023, there were approximately 100 common unitholders of record which does not include unitholders for whom common units may be held in “street name.”
Cash Distribution Policy
1 unchanged sentence
Our Partnership Agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our Partnership Agreement) to unitholders as of the record date.
−Removed: Available cash for any quarter generally consists of all cash on hand at the end of that quarter, less the amount of cash reserves established by our general partner, to (i) provide for the proper conduct of our business, (ii) comply with applicable law, any of our debt instruments or other agreements, and (iii) provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters.
+Added: Available cash for any quarter generally consists of all cash on hand at the end of that quarter, less the amount of cash reserves established by our GP, to (i) provide for the proper conduct of our business, (ii) comply with applicable law, any of our debt instruments or other agreements, and (iii) provide funds for distributions to our unitholders and to our GP for any one or more of the next four quarters.
General Partner Interest
−Removed: Our general partner is entitled to 0.1% of all quarterly distributions that we make prior to our liquidation.
−Removed: Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest.
−Removed: Our general partner’s interest in our distributions may be reduced if we issue additional limited partner units in the future (other than the issuance of common units upon a reset of the IDRs) and our general partner does not contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest.
−Removed: As of March 31, 2022, we owned 8.69% of our general partner.
+Added: Our GP is entitled to 0.1% of all quarterly distributions that we make prior to our liquidation.
+Added: Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% GP interest.
+Added: Our GP’s interest in our distributions may be reduced if we issue additional limited partner units in the future (other than the issuance of common units upon a reset of the IDRs) and our GP does not contribute a proportionate amount of capital to us to maintain its 0.1% GP interest.
+Added: As of March 31, 2023, we owned 8.69% of our GP.
Incentive Distribution Rights
−Removed: The general partner will also receive, in addition to distributions on its 0.1% general partner interest, additional distributions based on the level of distributions to the limited partners.
−Removed: These distributions are referred to as “incentive distributions” or “IDRs.” Our general partner currently holds the IDRs, but may transfer these rights separately from its general partner interest.
−Removed: The following table illustrates the percentage allocations of available cash from operating surplus between our limited partner unitholders and our general partner based on the specified target distribution levels.
−Removed: The amounts set forth under “Marginal Percentage Interest In Distributions” are the percentage interests of our general partner and our limited partner unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit,” until available cash from operating surplus we distribute reaches the next target distribution level, if any.
−Removed: The percentage interests shown for our limited partner unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
−Removed: The percentage interests set forth below for our general partner include its 0.1% general partner interest, and assume that our general partner has contributed any additional capital necessary to maintain its 0.1% general partner interest and has not transferred its IDRs.
+Added: The GP will also receive, in addition to distributions on its 0.1% GP interest, additional distributions based on the level of distributions to the limited partners.
+Added: These distributions are referred to as “incentive distributions” or “IDRs.” Our GP currently holds the IDRs, but may transfer these rights separately from its GP interest.
+Added: The following table illustrates the percentage allocations of available cash from operating surplus between our limited partner unitholders and our GP based on the specified target distribution levels.
+Added: The amounts set forth under “Marginal Percentage Interest In Distributions” are the percentage interests of our GP and our limited partner unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit,” until available cash from operating surplus we distribute reaches the next target distribution level, if any.
+Added: The percentage interests shown for our limited partner unitholders and our GP for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
+Added: The percentage interests set forth below for our GP include its 0.1% GP interest, and assume that our GP has contributed any additional capital necessary to maintain its 0.1% GP interest and has not transferred its IDRs.
Marginal Percentage Interest In Distributions
5 unchanged sentences
Thereafter above $ 0.506250 51.9 % 48.1 %
−Removed: (1) The maximum distribution of 48.1% does not include distributions that our general partner may receive on common units that it owns.
+Added: (1) The maximum distribution of 48.1% does not include distributions that our GP may receive on common units that it owns.
Restrictions on the Payment of Distributions
3 unchanged sentences
See Note 9 to our consolidated financial statements included in this Annual Report for a discussion of the cumulative distributions for the Preferred Units.
−Removed: The board of directors of our general partner decided to temporarily suspend all distributions in order to deleverage our balance sheet until we meet the 4.75 to 1.00 total leverage ratio set forth within the indenture of the 2026 Senior Secured Notes, as discussed further above.
+Added: The board of directors of our GP decided to temporarily suspend all distributions in order to deleverage our balance sheet until we meet the 4.75 to 1.00 total leverage ratio set forth within the indenture of the 2026 Senior Secured Notes, as discussed further above.
This resulted in the suspension of the quarterly common unit distributions, which began with the quarter ended December 31, 2020, and all preferred unit distributions, which began with the quarter ending March 31, 2021.
−Removed: Common Unit Repurchase Program
−Removed: The following table summarizes the repurchase of common units during the three months ended March 31, 2022:
−Removed: Period Total Number of
−Removed: Purchased Average Price
−Removed: January 1-31, 2022 — $ —
−Removed: February 1-28, 2022 35,868 $ 2.00
−Removed: March 1-31, 2022 — $ —
−Removed: The common units were surrendered by employees to pay tax withholding in connection with the vesting of restricted common units.
+Added: The board of directors of our GP expects to evaluate the reinstatement of the common unit and all preferred unit distributions in due course, taking into account a number of important factors, including our leverage, liquidity, the sustainability of cash flows, upcoming debt maturities, capital expenditures and the overall performance of our businesses.
+Added: Common Unit Repurchases
+Added: During February 2023, 23,874 common units were surrendered by employees to pay tax withholding in connection with the vesting of restricted common units.
+Added: As a result, we are deeming the surrenders to be “repurchases.” The average price paid per common unit was $2.40.
+Added: These repurchases were not part of a publicly announced program to repurchase our common units, nor do we have a publicly announced program to repurchase our common units.
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: In connection with the completion of our initial public offering, our general partner adopted the NGL Energy Partners LP Long-Term Incentive Plan.
+Added: In connection with the completion of our initial public offering, our GP adopted the NGL Energy Partners LP Long-Term Incentive Plan.
See Part III, Item 12–“Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters–Securities Authorized for Issuance Under Equity Compensation Plan,” which is incorporated by reference into this Item 5.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.