What changed in this filing

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Item 1. Business

2024-06-06 compared with 2023-05-31 · 145 added, 108 removed, 427 unchanged (37% of the section changed)

We are a diversified midstream energy partnership that transports, treats, recycles and disposes of produced water generated as part of the energy production process as well as transports, stores, markets and provides other logistics services for crude oil and liquid hydrocarbons.

We are a diversified midstream energy partnership that transports, treats, recycles and disposes of produced and flowback water generated as part of the energy production process as well as transports, stores, markets and provides other logistics services for crude oil and liquid hydrocarbons.

Originally formed in September 2010, we are a Delaware master limited partnership and our business is currently organized into the following three segments:

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• Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling and transportation services through its owned assets.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines and storage tanks.

• Our Liquids Logistics segment conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada.

These operations are conducted through our 23 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we own a propane pipeline system in Michigan.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we also own a propane pipeline in Michigan.

We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes.

We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.

Business Repositioning

Over the past several years, we have undertaken a number of important strategic actions in an effort to leverage the Partnership’s core areas of competitive strength and focus on generating stable, growing and predictable cash flows, while improving our credit profile.

We believe these collective actions have substantially simplified our business mix and has allowed us to focus on what we believe are the core areas of our business and improved our overall financial position.

These transactions are expected to position us for sustained growth in the future.

We believe our actions have substantially simplified our business mix and have allowed us to focus on what we believe are the core areas of our business and improved our overall financial position.

These actions are expected to position us for sustained growth in the future.

For more information regarding our results of operations and reportable segments, see Part II, Item 7–“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 11 to our consolidated financial statements included in this Annual Report.

For more information regarding our dispositions and acquisitions transactions and the impact to our operations, see Note 17 and Note 18 to our consolidated financial statements included in this current Annual Report and our Annual Reports on Form 10-K for the years ended March 31, 2022 and 2021 .

For more information regarding our dispositions and acquisitions transactions and the impact to our operations, see Note 17 to our consolidated financial statements included in this current Annual Report and our Annual Reports on Form 10-K for the years ended March 31, 2023 and 2022 .

Debt Refinancing

As previously disclosed, on February 4, 2021, we closed on a private offering of $2.05 billion of our 7.5% senior secured notes due 2026 (“2026 Senior Secured Notes”) and a new credit agreement which consisted of a $500.0 million asset-based revolving credit facility (“ABL Facility”).

We used the net proceeds from the issuance to repay all outstanding

borrowings under and terminate our former revolving credit facility and our term credit agreement, as well as to pay fees and expenses.

As part of this refinancing, we also agreed to certain restricted payment provisions under the 2026 Senior Secured Notes and ABL Facility, one of which was 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 ended March 31, 2021.

On April 13, 2022, we amended the ABL Facility to increase the commitments to $600.0 million under the accordion feature within the ABL Facility.

As part of the amendment, we agreed to reduce the commitments back to $500.0 million on or before March 31, 2023.

On February 16, 2023, we amended the ABL Facility to extend the maturity date of the additional $100.0 million of commitments through the remaining term of the ABL Facility.

For additional information related to the ABL Facility and 2026 Senior Secured Notes, see Note 7 to our consolidated financial statements included in this Annual Report.

On February 2, 2024, we closed a debt refinancing transaction of $2.9 billion.

The refinancing consisted of a private offering of $2.2 billion of senior secured notes, which includes $900.0 million of 8.125% senior secured notes due 2029 (“2029 Senior Secured Notes”) and $1.3 billion of 8.375% senior secured notes due 2032 (“2032 Senior Secured Notes”).

We also entered into a new seven-year $700.0 million senior secured term loan “B” credit facility (“Term Loan B”).

In addition, in connection with the closing of the refinancing, our $600.0 million asset-based revolving credit facility (“ABL Facility”) was amended to extend the maturity and to make certain other changes to the terms thereof.

No changes were made to the aggregate amount of commitments under the ABL Facility.

For additional information related to the 2029 Senior Secured Notes, 2032 Senior Secured Notes, Term Loan B and ABL Facility, see Note 7 to our consolidated financial statements included in this Annual Report.

Primary Service Areas

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We intend to accomplish these business objectives by executing the following strategies:

• Prudently manage our balance sheet to provide us with maximum financial flexibility for funding our operations, capital projects and strategic acquisitions.

Our primary focus is to reduce our absolute debt and leverage and maintain sufficient liquidity to continue to reduce our overall leverage and reinstate the payment of distributions.

• Prudently managing our balance sheet to provide us with maximum financial flexibility for funding our operations, capital projects and strategic acquisitions.

Our primary focus is to reduce our absolute debt and leverage and maintain sufficient liquidity to continue to reduce our overall leverage and reinstate the payment of common unit distributions.

We are also focused on maintaining credit metrics to manage existing and future capital requirements as well as to take advantage of market opportunities.

We expect to continue to evaluate the capital markets and may opportunistically pursue financing transactions to optimize our capital structure.

• Focus on building a diversified midstream master limited partnership providing multiple services to customers.

We continue to enhance our ability to transport produced water from the wellhead to treatment for disposal, recycle, or discharge, crude oil from the wellhead to refineries, and natural gas liquids from processing plants and supply hubs to end users.

• Operate in a safe and environmentally responsible manner.

• Building a midstream master limited partnership focusing on providing water solutions to upstream customers.

We continue to enhance our ability to transport produced water from the wellhead to treatment for disposal, recycle, or discharge.

To a lesser extent, we move crude oil from the wellhead to refineries, and natural gas liquids from processing plants and supply hubs to end users.

• Operating in a safe and environmentally responsible manner.

We seek to operate our business in a safe and environmentally responsible manner by working with our employees, customers, vendors and local communities to minimize our environmental impact and comply with local, state and federal environmental laws and regulations.

• Focus on consistent annual cash flows from operations under multi-year contracts that minimize commodity price risk and generate fee-based revenues .

• Focusing on consistent annual cash flows from operations under multi-year contracts that minimize commodity price risk and generate fee-based revenues .

We intend to focus on generating revenues under long-term fixed fee contracts in addition to back-to-back contracts which minimize commodity price exposure.

We seek to continue to increase cash flows that are supported by certain fixed fee, multi-year contracts, some of which include acreage dedications from producers or minimum volume commitments.

• Achieve growth by utilizing our existing footprint of assets, investing in new assets, customers and ventures that increase volume and enhance our operations, and generate attractive rates of return .

• Achieving growth by utilizing our existing footprint of assets, investing in new assets, customers and ventures that increase volume and enhance our operations, and generate attractive rates of return .

We have available capacity in many of the assets that we own and operate that can be utilized to increase cash flows with minimal incremental capital investment.

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We use this expansive network of transportation assets to deliver crude oil to optimal markets.

These operations are supported by certain long-term, fixed rate contracts with producers, refiners and marketers and include minimum volume commitments on our owned and leased pipelines.

These operations are supported by certain long-term, fixed rate contracts with producers, refiners and marketers and include minimum volume commitments on our owned and leased pipelines and storage tanks.

• Our network of natural gas liquids transportation, terminal, and storage assets, which allows us to provide multiple services across the United States and Canada.

Our strategically located terminals, propane pipeline system in Michigan, large leased railcar fleet, shipper status on common carrier pipelines, and substantial leased

storage enable us to be a preferred purchaser and seller of natural gas liquids.

Our strategically located terminals, propane pipeline in Michigan, large leased railcar fleet, shipper status on common carrier pipelines, and substantial leased storage

enable us to be a preferred purchaser and seller of natural gas liquids.

We have a diverse base of long-standing customers and believe that our performance metrics allow us to reliably supply, store and transport products throughout the United States and Canada.

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We currently have approximately 664,000 acres dedicated to our system under long-term agreements in the Northern Delaware Basin.

In addition, we have several minimum volume commitments and other commercial agreements covering the Delaware, DJ, Eagle Ford and Pinedale Anticline Basins.

In addition, we have several minimum volume commitments and other commercial agreements covering the Delaware, DJ and Eagle Ford Basins.

Our focus in building our Water Solutions business has been to secure long-term, fixed fee contracts that contain minimum volume commitments, acreage dedications or similarly strong contractual relationships with large, well-capitalized producer customers.

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This system spans six counties in New Mexico and Texas that represent one of the most prolific crude oil producing regions in the United States with some of the most economic hydrocarbon resources and lowest break-even economics for producers.

Our system has approximately 730 miles of newly-built, in-service large diameter produced water pipelines connected to 57 active saltwater disposal facilities and 125 active disposal wells.

Our system has over 750 miles of newly-built, in-service large diameter produced water pipelines connected to 56 active saltwater disposal facilities and 127 active disposal wells.

We currently have approximately 664,000 acres dedicated to the Northern Delaware system providing a multi-decade drilling inventory and significant growth opportunity.

We own or have a possessory interest in over 120,000 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico.

Our two ranches include 16 commercial water permits and four strategically located brackish non-potable water facilities (including 45 brackish non-potable water wells).

Additionally, on both ranches we are organically developing surface mineral mining operations, solid waste facilities, and are exploring other uses for our real estate holdings.

In February 2022, our Water Solutions segment announced a collaboration with XRI Holdings, LLC (“XRI”) to advance full cycle produced water management across operations in the Northern Delaware Basin.

This collaboration will benefit from each of our unique characteristics by leveraging existing infrastructure assets, technology, and experience, as we own and operate the largest integrated produced water pipeline system in the Northern Delaware Basin and XRI is the largest produced water recycling company in the Permian Basin, allowing us the opportunity to address the greatly increasing demand for sustainable use of produced water in our customers’ completions activities.

The flexible, non-exclusive nature of this joint effort allows each of us to continue to operate produced water reuse and recycling activities independent of one another.

the year ended March 31, 2023, we sold approximately 43.4 million barrels of recycled water, which includes the sale of produced water and recycled water for use in our customers’ completion activities.

On January 22, 2024, we announced that our Water Solutions business is commencing expansion of its Lea County Express Pipeline System from a capacity of 140,000 barrels of water per day to 340,000 barrels per day in 2024 (“LEX II Expansion”).

We expect the LEX II Expansion to be completed during the second half of fiscal year 2025.

The addition of a second large-diameter pipeline, disposal wells, and facilities will greatly expand the capabilities of our existing produced water super-system and create a significantly larger outlet for produced water disposal within the Delaware Basin.

The construction of the 27-mile, 30-inch produced water pipeline will transport water to areas outside the core of the basin thereby further diversifying the geographic location of our disposal operations.

The LEX II Expansion is fully underwritten by a recently executed minimum volume commitment contract that includes an acreage dedication extension with an investment grade oil and gas producer.

The LEX II Expansion includes an incremental increase in committed acreage and volumes under dedication from the producer.

Additionally, the LEX II Expansion is expandable up to 500,000 barrels per day.

As part of our operations, we also recycle water, which includes the sale of produced water and recycled water for use in our customers’ completion activities.

During the year ended March 31, 2024, we sold approximately 30.8 million barrels of recycled water.

We own 89 water treatment and disposal facilities, including 193 injection wells.

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Location Facilities Wells Own (1) Lease (2) Total

Permian Basin

Delaware Basin (3) - Texas and New Mexico 56 127 1,429,000 3,582,300 5,011,300

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DJ Basin - Colorado 13 31 373,000 162,500 535,500

Granite Wash (3) - Texas 2 3 60,000 — 60,000

Pinedale Anticline Basin - Wyoming 1 4 — 90,240 90,240

Eaglebine - Texas 1 1 20,000 — 20,000

Other Basins - Texas 2 3 55,000 — 55,000

Total - All Facilities 89 193 2,306,000 4,106,800 6,412,800

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(3) Certain facilities can dispose of both produced water and solids such as tank bottoms, drilling fluids and drilling muds.

(4) Includes one facility with a permitted processing capacity of 40,000 barrels per day in which we own a 75% interest.

(4) Includes one facility with a permitted processing capacity of 40,000 barrels per day in which we own a 75% interest and one facility with a permitted processing capacity of 65,000 barrels per day in which we own a 50% interest.

We own the land on which 39 of the 89 water treatment and disposal facilities are located and we either have easements or lease the land on which the remaining water treatment and disposal facilities are located.

On March 31, 2023, we sold certain saltwater disposal assets in the Midland Basin (see Note 17 to our consolidated financial statements included in this Annual Report).

On July 25, 2023, we entered into an agreement in which we terminated a minimum volume water disposal contract and sold certain saltwater disposal assets and intangible assets in the Pinedale Anticline Basin (see Note 17 to our consolidated financial statements included in this Annual Report).

On April 5, 2024, we sold approximately 122,250 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico (see Note 18 to our consolidated financial statements included in this Annual Report).

In addition, the assets and liabilities related to these ranches have been classified as held for sale within our March 31, 2024 consolidated balance sheet (see Note 17 to our consolidated financial statements included in this Annual Report).

Our customers bring produced and flowback water generated by crude oil and natural gas exploration and production operations to our facilities for treatment through pipeline gathering systems and by truck.

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Once we take delivery of the water, the level of processing is determined by the ultimate disposition of the water.

Our facilities in Colorado, New Mexico and Texas dispose of produced water primarily into deep underground formations via injection wells.

Our facilities dispose of produced water primarily into deep underground formations via injection wells.

At our disposal facilities, we use proprietary well maintenance programs to enhance injection rates and extend the service lives of the wells.

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During the year ended March 31, 2024, 69% of the revenues of our Water Solutions segment were generated from our ten largest customers of the segment.

Additionally, certain key customers of the Water Solutions segment contribute significantly to the cash flows and profitability of the organization.

Any loss of those customers or their contracts could have an adverse impact on our financial results.

The principal elements of competition are system reliability, project execution capability and reputation, system capacity and flexibility, rates for services and system location relative to the producer’s operations.

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In addition, we may charge fees for the sale of produced water for reuse by our customers, pipeline transportation fees, pipeline interconnection fees and solids disposal fees.

Our Water Solutions segment operates primarily under the NGL Water Solutions and Anticline Disposal trade names.

Our Water Solutions segment operates under the NGL Water Solutions trade name.

We hold multiple patents for processing technologies.

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Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling and transportation services through its owned assets.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines.

Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our owned and leased pipelines and storage tanks.

Our operations are concentrated in and around four prolific crude oil producing regions in the United States, including the DJ Basin in Colorado, the Permian Basin in Texas and New Mexico, the Eagle Ford Basin in Texas and the United States Gulf Coast.

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With the consent and participation of Saddlehorn, we and Saddlehorn may consider future opportunities using these easements, to the extent such easements remain in effect, for projects involving the transportation of crude oil and condensate.

On December 6, 2023, we announced an open season for the Grand Mesa Pipeline.

This open season ended at the close of business on January 5, 2024, and resulted in a new shipper with a five-year minimum volume commitment contract commencing on January 6, 2024.

We own and operate a large scale crude oil terminal located in Cushing, Oklahoma with 3,626,000 barrels of storage capacity, seven off-loading lease automatic custody transfer units (“LACTs”), a full control room, on-site quality management building, and three 24-inch bi-directional pipelines each capable of moving 360,000 barrels per day.

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Cushing is one of the most liquid crude oil trading hubs in the world and is the delivery point for West Texas Intermediate futures contracts.

We own and operate a crude oil marine terminal in Point Comfort, Texas with 355,000 barrels of storage capacity, six off-loading LACTs and three docks (two for ocean-going barges and ships and one for inland barges).

We own and operate a crude oil marine terminal in Point Comfort, Texas with 355,000 barrels of storage capacity and six off-loading LACTs.

Our tanks connect to three docks at the port (two for ocean-going barges and ships and one for inland barges).

We own and operate a crude oil pipeline and marine terminal in Houma, Louisiana with 288,000 barrels of storage capacity, two off-loading LACTs, a brown water barge dock and two 12-inch bi-directional pipelines each capable of moving 120,000 barrels per day with connectivity to Shell’s Zydeco System.

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• The Grand Mesa Pipeline, which is described above, and 19 other common carrier pipelines owned by third parties;

• 396 owned railcars (all of which are leased or subleased to third parties).

All of our 396 owned railcars are compliant with the standards for railcars built subsequent to 2011 for the commodities they are transporting.

(See Part I, Item 1 “Government Regulation”).

• 396 owned railcars (all of which are leased to third parties).

We are in the process of requalifying our 396 owned railcars to be compliant with the standards for railcars for the commodities they are transporting.

As of March 31, 2024, 130 railcars have been requalified (see “–Government Regulation”).

We also own 27 strategically located pipeline injection stations, the locations of which are summarized below.

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We obtain crude oil from a large base of suppliers, which consists primarily of crude oil producers.

We currently purchase crude oil from approximately 276 producers at approximately 2,875 leases.

We currently purchase crude oil from 241 producers at 2,217 leases.

Pricing Policy.

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Our profitability is impacted by forward crude oil prices.

Crude oil markets can either be in contango (a condition in which forward crude oil prices are greater than spot prices) or can be in backwardation (a condition in which forward crude oil prices are lower than spot prices).

Our Crude Oil Logistics segment benefits when the market is in contango, as increasing prices result in inventory value gains during the time between when we purchase the inventory and when we sell it.

Crude oil markets can either be in contango (a condition in which forward crude oil prices are higher than spot prices) or can be in backwardation (a condition in which forward crude oil prices are lower than spot prices).

Our Crude Oil Logistics segment benefits when the market is in contango, as increasing

prices result in inventory value gains during the time between when we purchase the inventory and when we sell it.

In addition, we are able to better utilize our storage assets when contango markets justify storing barrels.

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Our Liquids Logistics segment conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada.

These operations are conducted through our 25 owned terminals, third-party storage and terminal facilities, nine common

carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we own a propane pipeline system in Michigan.

These operations are conducted through our 23 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars.

We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and we also own a propane pipeline in Michigan.

We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes.

We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.

We employ a number of contractual and hedging strategies to minimize commodity exposure and maximize earnings stability of this segment.

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Our owned and leased terminals and railcar fleet give us the opportunity to access markets throughout the United States, and to move product to locations where demand is highest.

We provide transportation, storage, and throughput services to third parties at our facilities at Port Hudson, Louisiana and Chesapeake, Virginia.

We provide transportation, storage, and throughput services to third parties at our facilities in Port Hudson, Louisiana, Chesapeake, Virginia and Shelton, Washington.

We purchase refined petroleum and renewable products primarily in the Gulf Coast, West Coast and Midwest regions of the United States and schedule them for delivery at various locations throughout the country.

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For these just-in-time transactions, our purchase from the supplier occurs at the same time as our sale to our customer.

Typical rack spot sale purchasers include commercial and industrial end users, independent retailers and small, independent marketers who resell product to retail gasoline stations or other end users.

Typical rack spot sale purchasers include commercial and industrial end users, independent retailers and small, independent marketers who resell

product to retail gasoline stations or other end users.

Our selling price of a particular product on a particular day is a function of our supply at that delivery location or terminal, our estimate of the costs to replenish the product at that delivery location, and our desire to reduce product volume at that particular location that day.

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Rail Facility

Missouri 3 2,124,000 — 2,124,000 Connected to Enterprise Texas Eastern Products Pipeline, Phillips66 Blue Line Pipeline and Magellan (OKE) #6 Pipeline

Minnesota 1 1,829,000 — 1,829,000 Connected to Enterprise Mid-America Pipeline;

Rail Facility

Missouri 2 1,770,000 — 1,770,000 Connected to Phillips66 Blue Line Pipeline

Indiana 1 1,530,000 — 1,530,000 Connected to Enterprise Texas Eastern Products Pipeline;

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Louisiana 1 720,000 — 720,000 Truck Facility

Washington 3 300,000 355,000 655,000 Rail Facility

Illinois 1 480,000 — 480,000 Connected to Phillips66 Blue Line Pipeline

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New York 2 — 450,000 450,000 Rail Facility

Pennsylvania 1 180,000 — 180,000 Rail Facility

Maine 1 — 120,000 120,000 Rail Facility

Vermont 1 — 120,000 120,000 Rail Facility

Washington 1 — 120,000 120,000 Rail Facility

United States Total 22 33,300,400 1,290,000 34,590,400

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(2) These facilities are located on lands we lease.

We have operating agreements with third parties for certain of our terminals.

The terminals in East St.

Louis, Illinois and Jefferson City, Missouri were operated for us by a third party for a monthly fee under an operating and maintenance agreement that we terminated as of March 31, 2023.

The terminal in St.

Catharines, Ontario, Canada is operated by a third party under a year-to-year agreement.

(3) This facility is operated by a third party under a year-to-year agreement.

During the year ended March 31, 2024, we sold three natural gas liquids terminals (see Note 17 to our consolidated financial statements included in this Annual Report).

We own the land on which 15 of the 23 natural gas liquids terminals are located and we either have easements or lease the land on which the remaining terminals are located.

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Clair County, Michigan.

The Marysville, Michigan connection was completed in August 2022 and this allowed the Ambassador Pipeline to be fully operational.

The Wheeler propane terminal, in central Michigan, is located at the mid-point of the pipeline.

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Truck Facility

Utah 15,750,000 16,800,000 Rail Facility

Arizona 7,056,000 7,056,000 Rail Facility;

Arizona 5,510,400 5,510,400 Kinder Morgan West Pipeline;

Truck Facility

Utah 5,250,000 15,750,000 Rail Facility

Texas 4,830,000 4,830,000 Connected to Enterprise Texas Eastern Products Pipeline;

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Rail Facility

Oregon 2,100,000 554,400 Connected to Kinder Morgan Pipeline and Olympic Pipeline

Oregon 2,100,000 2,100,000 Rail Facility;

Truck Facility

United States Total 85,940,400 113,262,450

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For discretionary inventory, and for those instances where physical transactions cannot be appropriately matched, we utilize financial derivatives to mitigate commodity price exposure.

Specific exposure limits are mandated in our credit agreement and in our market risk policy.

Specific exposure limits are mandated in our market risk policy.

The value of refined products in any local delivery market is the sum of the commodity price as reflected on the New York Mercantile Exchange (“NYMEX”) and the basis differential for that local delivery market.

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• load package, a firm price agreement for customers seeking to purchase specific volumes delivered during a specific time period.

We use back-to-back contracts for many of our liquids business sales to limit exposure to commodity price risk and protect our margins.

We use back-to-back contracts for many of our liquids business sales to limit commodity price exposure and protect our margins.

We are able to match our supply and sales commitments by offering our customers purchase contracts with flexible price, location, storage, and ratable delivery.

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We understand the importance of competitive benefits packages for the health and welfare of our employees and for our ability to recruit and retain the best talent.

In that regard, at the end of fiscal year 2021, we implemented $20 per hour

minimum wage for all regular, full-time employees.

In that regard, at the end of fiscal year 2021, we implemented $20 per hour minimum wage for all regular, full-time employees.

More than 95% of our eligible employees participated in the NGL 401(k) Plan in fiscal year 2024.

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• Conducts safety inspections;

• Advises on strategies to improve safety and health performance;

• Advises on strategies to improve health and safety performance;

• Designs and conducts safety and industrial hygiene training courses.

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Regulation of the Transportation and Storage of Natural Gas and Oil and Related Facilities.

The FERC regulates oil pipelines under the Interstate Commerce Act and natural gas pipeline and storage companies under the Natural Gas Act, and Natural Gas Policy Act of 1978 (the “NGPA”), as amended by the Energy Policy Act of 2005.

The FERC regulates oil pipelines under the Interstate Commerce Act and natural gas pipeline and storage companies under the Natural Gas Act, and Natural Gas Policy Act of 1978 (“NGPA”), as amended by the Energy Policy Act of 2005.

The Grand Mesa Pipeline became operational on November 1, 2016 and has several points of origin in Colorado, runs from those origin points through Kansas and terminates in Cushing, Oklahoma.

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Anti-Market Manipulation.

We are subject to the anti-market manipulation provisions in the Natural Gas Act and the NGPA, which authorizes the FERC to impose fines of up to $1 million per day per violation of the Natural Gas Act, the NGPA,

or their implementing regulations.

In addition, the Federal Trade Commission (“FTC”) holds statutory authority under the Energy Independence and Security Act of 2007 to prevent market manipulation in petroleum markets, including the authority to request that a court impose fines of up to $1 million per violation.

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Our operations are subject to federal, state and local laws and regulations relating to the protection of the environment.

Existing regulatory structure shapes our decision-making and business activities in many ways, such as:

• shaping decisions regarding what types of pollution-control equipment to deploy and how a facility should be designed;

Existing regulatory requirements inform our decision-making and business activities in many ways, such as:

• informing decisions regarding what types of pollution-control equipment to deploy and how a facility should be designed;

• informing decision-making regarding construction activities, such as where to locate and where not to locate a facility;

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• informing decision-making pertaining to our approach to investigating, mitigating and remediating unplanned releases from our facilities and operations or attributable to former facilities or operations, as necessary and appropriate;

• shaping our decision-making about whether a facility or operation should be temporarily halted to address potential non-compliance with relevant permit requirements.

Consideration of and compliance with relevant environmental regulatory requirements has led our business activities to be more sustainable while simultaneously mitigating exposure to long and short-term environmental risk.

Conversely, failure to comply with these laws and regulations may trigger a variety of administrative, civil, and criminal enforcement measures, including the assessment of monetary penalties.

Certain environmental statutes impose strict and/or joint and several liability for costs required to clean up and restore sites where substances such as crude oil or wastes have been disposed or otherwise unlawfully released.

The trend in environmental regulation is to place more restrictions and limitations on activities that may adversely affect the environment.

• informing our decision-making about whether a facility or operation should be temporarily halted to address potential non-compliance with relevant permit requirements.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil, and criminal enforcement measures, including the assessment of monetary penalties.

The trend in environmental regulation is to place more restrictions and limitations on activities that may adversely affect human health and the environment and to commit greater financial and other resources to inspection, compliance and enforcement activities.

Thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate.

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Hazardous Substances and Waste.

We are subject to various federal, state, and local environmental laws and regulations governing the storage, distribution, and transportation of natural gas liquids and the operation of bulk storage liquefied petroleum gas (LPG) terminals, as well as laws and regulations governing environmental protection, including those addressing the discharge of materials into the environment or otherwise relating to protection of the environment.

Generally, these laws (i) regulate air and water quality, impose limitations on the discharge of pollutants and establish standards for the handling of solid and hazardous wastes;

We are subject to various federal, state, and local environmental laws and regulations governing the storage, distribution, and transportation of natural gas liquids and the operation of bulk storage liquefied petroleum gas (LPG) terminals, as well as laws and regulations governing hazardous substances and waste, including those addressing the discharge of materials into the environment or otherwise relating to protection of the environment.

Generally, these laws (i) regulate air and water quality, impose limitations on the discharge of pollutants and establish standards for the use, handling, storage, treatment, transport and disposal of solid and hazardous wastes;

(ii) subject our operations to certain permitting and registration requirements;

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(iv) impose substantial liabilities on us for pollution resulting from our operations;

(v) require remedial measures to mitigate pollution from former or ongoing operations;

(v) require remedial measures to mitigate any violation of environmental laws and regulations or pollution from former or ongoing operations;

and (vi) may result in the assessment of administrative, civil and criminal penalties for failure to comply with such laws.

These laws include, among others, the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the federal Clean Air Act (“CAA”), the Homeland Security Act of 2002, the Emergency Planning and Community Right to Know Act, the Clean Water Act (“CWA”), the Safe Drinking Water Act, the Oil Spills Prevention and Preparedness Regulations, and comparable state statutes.

Emergency Planning and Community Right to Know Act, the Clean Water Act (“CWA”), the Safe Drinking Water Act, the Oil Spills Prevention and Preparedness Regulations, each as amended, and comparable state statutes.

CERCLA, also known as the “Superfund” law, and similar state laws, impose liability on certain classes of potentially responsible persons that are considered to have contributed to the release of a “hazardous substance” into the environment.

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While natural gas liquids are not a hazardous substance within the meaning of CERCLA, other chemicals used in or generated by our operations may be classified as a hazardous substance.

Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to strict and/or joint and several liability for the costs of investigating and cleaning up the hazardous substances that have been released into the environment and for damages to natural resources and for the costs of certain health studies.

Persons who are or were liable for releases of hazardous substances under CERCLA may be subject to strict and/or joint and several liability for the costs of investigating and cleaning up the hazardous substances that have been released into the environment and for damages to natural resources and for the costs of certain health studies.

It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment.

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Legislation has been proposed from time to time in Congress to regulate certain oil and natural gas wastes as “hazardous wastes under RCRA.” Any such change could result in an increase in our costs to manage and dispose of wastes, which could have a material adverse effect on our consolidated results of operations and financial position.

Wastes containing naturally occurring radioactive materials (“NORM”) may also be generated in connection with our operations.

Certain processes used to produce oil and gas may enhance the radioactivity of NORM, which may be present in oilfield wastes.

NORM is subject primarily to individual state radiation control regulations.

Texas and New Mexico have both enacted regulations governing the handling, treatment, storage and disposal of NORM.

In addition, NORM handling and management activities are governed by regulations promulgated by the federal Occupational Safety and Health Act (“OSHA”).

These state and OSHA regulations impose certain requirements concerning worker protection, the treatment, storage and disposal of NORM waste, the management of waste piles, containers and tanks containing NORM, as well as restrictions on the uses of land with NORM contamination.

We currently own or lease properties where crude oil is being or has been handled for many years.

Although previous operators have utilized operating and disposal practices that were standard in the industry at the time, crude oil or other wastes may have been disposed of or released on or under the properties owned or leased by us or on or under the other locations where the crude oil and wastes have been transported for treatment or disposal.

These properties and the wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws.

These properties and the wastes disposed or released thereon may be subject to CERCLA, RCRA and analogous state laws.

Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) or to implement remedial measures to prevent or mitigate future contamination.

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SPCC requirements under the CWA require appropriate containment berms and similar structures to help prevent the discharge of pollutants into regulated waters in the event of a crude oil or other constituent tank spill, rupture or leak.

The owner or operator of an SPCC-regulated facility is required to prepare a written, site-specific spill prevention plan, which details how a facility’s operations comply with the requirements.

The owner or operator of an SPCC-regulated facility is required to prepare a written, site-specific SPCC plan, which details how a facility’s operations comply with the spill prevention and control requirements.

To be in compliance, the facility’s SPCC plan must satisfy all of the applicable requirements for drainage, bulk storage tanks, tank car and truck loading and unloading, transfer operations (intra-facility piping), inspections and records, security, and training.

Most importantly, the facility must fully implement the SPCC plan and train personnel in its execution.

Where applicable, we strive to maintain and implement SPCC plans for our facilities.

Where applicable, we strive to maintain and implement SPCC

plans for our facilities.

Violation of SPCC requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions.

Air Emissions .

Our operations are subject to the CAA and comparable state and local laws and regulations, which regulate emissions of air pollutants from various industrial sources and mandate certain permitting, monitoring, recordkeeping and reporting requirements.

The CAA and its implementing regulations may require that we obtain permits prior to the construction, modification or operation of certain projects or facilities expected to produce or increase air emissions above certain threshold levels, that we obtain and strictly comply with air permits containing emissions and operational limitations, or utilize specific emission control technologies to limit emissions, any of which could impose significant costs on our business.

Under a delegation of authority from the EPA, most states administer some or all of the provisions of the CAA, sometimes in conjunction with their own, more stringent requirements.

The CAA and its implementing regulations on the federal and state level may require that we obtain permits prior to the construction, modification or operation of certain projects or facilities expected to emit or increase air emissions above certain threshold levels, that we obtain and strictly comply with air permits containing emissions and operational limitations, or utilize specific emission control technologies to limit emissions, any of which could impose significant costs on our business.

Violation of CAA requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions.

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Water Discharges .

The CWA and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into state waters as well as navigable waters, defined as waters of the United States (“WOTUS”), and impose

requirements affecting our ability to conduct construction activities in waters and wetlands.

Certain state regulations and the general permits issued under the CWA’s National Pollutant Discharge Elimination System program prohibit the discharge of pollutants and chemicals.

The federal SPCC program requires appropriate containment berms and similar structures to help prevent the contamination of regulated waters in the event of a crude oil or other constituent tank spill, rupture or leak.

The CWA prohibits the placement of dredge or fill material in wetlands or other WOTUS unless authorized by a permit issued by the U.S.

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Underground Injection Control .

The underground injection of crude oil and natural gas wastes is regulated by the Underground Injection Control Program, as authorized by the Safe Drinking Water Act, as well as by state programs focused on the conservation of hydrocarbon resources.

The underground injection of crude oil and natural gas wastes is regulated by the Underground Injection Control (“UIC”) Program, as authorized by the Safe Drinking Water Act, as well as by state programs focused on the conservation of hydrocarbon resources.

The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluid from the injection zone into underground sources of drinking water, as well as to prevent communication between injected fluids and zones capable of producing hydrocarbons.

The Safe Drinking Water Act establishes requirements for permitting, testing, monitoring, record keeping, and reporting of injection well activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water.

Any leakage from the subsurface portions of the injection wells could cause degradation of fresh groundwater resources, potentially resulting in suspension of our underground injection control (“UIC”) permits, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation of the affected resource and imposition of liability by third parties for property damages and personal injuries.

Any leakage from the subsurface portions of the injection wells could cause degradation of fresh groundwater resources, potentially resulting in suspension of our UIC permits, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation of the affected resource and imposition of liability by third parties for property damages and personal injuries.

Under the auspices of the federal UIC program as implemented by states with UIC primacy, regulators, particularly at the state level, are becoming increasingly sensitive to possible correlations between underground injection and seismic activity.

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We do not conduct any hydraulic fracturing activities.

However, a portion of our customers’ crude oil and natural gas production is developed from unconventional sources that require hydraulic fracturing as part of the completion process, and our Water Solutions business treats and disposes of produced water generated from crude oil and natural gas production, including production employing hydraulic fracturing.

However, a portion of our customers’ crude oil and natural gas production is developed from unconventional sources that require hydraulic fracturing as part of the completion process, and our Water Solutions segment treats and disposes of produced water generated from crude oil and natural gas production, including production employing hydraulic fracturing.

Legislation to amend the Safe Drinking Water Act to repeal the exemption for hydraulic fracturing from the definition of underground injection and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, have been proposed in recent sessions of Congress.

Congress will likely continue to consider legislation to amend the Safe Drinking Water Act to subject hydraulic fracturing operations to regulation under the Act’s UIC program and/or require disclosure of chemicals used in the hydraulic fracturing process.

Federal agencies, including the EPA and the United States Department of the Interior, have asserted their regulatory authority to, for example, study the potential impacts of hydraulic fracturing on the environment, and initiate rulemakings to compel disclosure of the chemicals used in hydraulic fracturing operations, and establish pretreatment standards and effluent limitation guidelines for produced water from hydraulic fracturing operations.

water from hydraulic fracturing operations.

In addition, some states and local governments have also proposed or adopted legislative or regulatory restrictions on hydraulic fracturing, which include additional permit requirements, public disclosure of fracturing fluid contents, operational restrictions, and/or temporary or permanent bans on hydraulic fracturing.

We expect that scrutiny of hydraulic fracturing activities will continue in the future.

Endangered Species .

The Endangered Species Act (“ESA”) restricts activities that may affect endangered or threatened species or their habitats.

Similar protections are offered to migratory birds under the federal Migratory Bird Treaty Act (“MBTA”) and the Bald and Golden Eagle Protection Act (“BGEPA”).

To the degree that species listed under the ESA or similar state laws, or are protected under the MBTA or BGEPA, live, breed or nest in or migrate through the areas where we or our oil and gas producing customers operate, our and our customers’ abilities to conduct or expand operations and construct facilities could be limited or be forced to incur material additional costs.

Moreover, our customers’ drilling activities may be delayed, restricted, or cancelled in protected habitat areas or during certain seasons, such as breeding and nesting seasons.

Some of our operations and the operations of our customers are located in areas that are designated as habitats for protected species.

In addition, the U.S.

Fish and Wildlife Service (“USFWS”) may make determinations on the listing of currently unlisted species as endangered or threatened under the ESA.

For example, on July 3, 2023, the USFWS proposed that the dunes sagebrush lizard, which is found in areas where we operate, be listed as endangered under the ESA.

In addition, the lesser prairie-chicken, which can also be found in areas where we operate, was listed under the ESA effective March 27, 2023.

The designation of previously unidentified endangered or threatened species could indirectly cause us to incur additional costs, cause our or our oil and gas producing customers’ operations to become subject to operating restrictions or bans and limit future development activity in affected areas.

The USFWS and similar state agencies may also designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered species.

Such a designation could materially restrict use of or access to federal, state, and private lands.

Greenhouse Gas Regulation

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Bernie Sanders (I-VT), which would require the President of the United States to declare a national climate emergency and take various actions to address climate change.

The ultimate outcome of any possible future federal legislative initiatives is

The ultimate outcome of any possible future federal legislative initiatives is uncertain.

In addition, several states have already adopted legal measures to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap-and-trade programs.

For example, on October 7, 2023, California Governor Gavin Newsome signed SB 253, the Climate Corporate Data Accountability Act, and SB 261, the Climate-Related Financial Risk Act.

These two bills apply to companies doing business in California and require disclosure of, amongst certain other climate-related financial risk information, scope 1 and 2 GHG emissions, beginning in 2026 (on prior fiscal year information), and scope 3 GHG emissions, beginning in 2027 (on prior fiscal year information).

On December 15, 2009, the EPA published its findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes.

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The Biden Administration announced its intention to review the revisions to the GHG NSPS in President Biden’s January 20, 2021 Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis .

On November 15, 2021, the EPA issued a proposal to revise the GHG NSPS regulations that, if finalized, would require methane emissions reductions and implementation of a fugitive emissions monitoring and repair program.

On November 11, 2022, the EPA supplemented its 2021 proposal, the comment period for which supplement ended February 13, 2023.

If these regulations are finalized or other future GHG regulations are more stringent, it could require us to incur costs to reduce emissions of GHGs associated with our operations and also could adversely affect demand for the products that we transport, store, process, or otherwise handle in connection with our services.

On November 15, 2021, the EPA issued a proposal to revise the GHG NSPS regulations.

On December 2, 2023, the EPA issued its final rule, which targets the reduction of emissions of methane and other air pollutants from oil and gas operations.

Specifically, the rule establishes New Source Performance Standards to reduce emissions of methane and other volatile organic compounds from new and modified sources, including produced water storage tanks.

The rule became effective May 7, 2024 and requires monitoring and repair of methane leaks and certain reporting requirements.

On March 6, 2024, the Securities and Exchange Commission (“SEC”) adopted a new set of rules that require a wide range of climate-related disclosures, including material climate-related risks, information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition, Scope 1 and Scope 2 GHG emissions

on a phased-in basis by certain larger registrants when those emissions are material and the filing of an attestation report covering the same, and disclosure of the financial statement effects of severe weather events and other natural conditions including costs and losses.

Compliance dates under the final rule are phased in by registrant category.

Multiple lawsuits have been filed challenging the SEC ’s new climate rules, which have been consolidated and will be heard in the U.S.

Court of Appeals for the Eighth Circuit.

On April 4, 2024, the SEC issued an order staying the final rules until judicial review is complete.

Some scientists have suggested climate change could increase the severity of extreme weather, such as increased hurricanes and floods, which could damage our facilities.

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Because propane is considered a clean alternative fuel under the CAA, new climate change regulations may provide us with a competitive advantage over other sources of energy, such as fuel oil and coal.

The trend of more expansive and stringent environmental legislation and regulations, including GHG regulation, could continue, resulting in increased costs of conducting business and consequently affecting our profitability.

The trend of more expansive and stringent environmental legislation and regulations, including GHG regulation and regulations relating to climate change, could continue, resulting in increased costs of conducting business and consequently affecting our profitability.

To the extent laws are enacted or other governmental action is taken that restricts certain aspects of our business or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, our business and prospects could be adversely affected.

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Regulations under these statutes cover the security and transportation of hazardous materials and are administered by the United States Department of Transportation (“DOT”).

Specifically, crude oil pipelines are subject to regulation by the DOT, through the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), under the Hazardous Liquid Pipeline Safety Act of 1979 (“HLPSA”), which requires PHMSA to develop, prescribe, and enforce minimum federal safety standards for the storage and transportation of hazardous liquids and comparable state statutes with respect to design, installation, testing, construction, operation, replacement and management of pipeline facilities.

Specifically, crude oil pipelines are subject to regulation by the DOT, through the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), under the Hazardous Liquid Pipeline Safety Act of 1979 (“HLPSA”), which requires the PHMSA to develop, prescribe, and enforce minimum federal safety standards for the storage and transportation of hazardous liquids and comparable state statutes with respect to design, installation, testing, construction, operation, replacement and management of pipeline facilities.

HLPSA covers petroleum and petroleum products and requires any entity that owns or operates pipeline facilities to comply with such regulations, to permit access to and copying of records and to file certain reports and provide information as required by the United States Secretary of Transportation.

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In the Pipeline Inspection, Protection, Enforcement, and Safety Act of 2006, Congress required mandatory inspections for certain United States crude oil and natural gas transmission pipelines in HCAs and mandated that regulations be issued for low-stress hazardous liquid pipelines and pipeline control room management.

In January 2012, the federal government passed the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (the “2011 Pipeline Safety Act”).

In January 2012, the federal government passed the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Pipeline Safety Act”).

This act provides for additional regulatory oversight of the nation’s pipelines, increases the penalties for violations of pipeline safety rules, and complements the DOT’s other initiatives.

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The law also provides for (i) additional pipeline damage prevention measures;

(ii) allowing the Secretary of Transportation to require automatic and remote-controlled shut-off valves on new pipelines;

(ii) allowing the Secretary of

Transportation to require automatic and remote-controlled shut-off valves on new pipelines;

(iii) requiring the Secretary of Transportation to evaluate the effectiveness of expanding pipeline integrity management and leak detection requirements;

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and (v) reforming the process by which pipeline operators notify federal, state and local officials of pipeline accidents.

In recent years, Congress has strengthened PHMSA’s safety authority and repeatedly extended it, most recently in the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2020.

In recent years, Congress has strengthened the PHMSA’s safety authority and repeatedly extended it, most recently in the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2020.

Railcar Regulation

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Occupational Health Regulations

The workplaces associated with our manufacturing, processing, terminal, disposal, storage and distribution facilities are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes.

The workplaces associated with our manufacturing, processing, terminal, disposal, storage and distribution facilities are subject to the requirements of OSHA and comparable state statutes.

We believe we have conducted our operations in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances.

In general, we expect to increase our expenditures relating to compliance with likely higher industry and regulatory safety standards such as those described above.

However, these expenditures cannot be accurately estimated at this time, but we do not expect compliance with these standards to have a material adverse effect on our business.

Although these expenditures cannot be accurately estimated at this time, we do not expect compliance with these standards to have a material adverse effect on our business.

Available Information on our Website

Our website address is www.nglenergypartners.com.

We make available on our website, free of charge, the periodic reports that we file with or furnish to the Securities and Exchange Commission (“SEC”), as well as all amendments to these reports, as soon as reasonably practicable after such reports are filed with or furnished to the SEC.

We make available on our website, free of charge, the periodic reports that we file with or furnish to the SEC, as well as all amendments to these reports, as soon as reasonably practicable after such reports are filed with or furnished to the SEC.

The information contained on, or connected to, our website is not incorporated by reference into this Annual Report and should not be considered part of this or any other report that we file with or furnish to the SEC.

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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.

What changed 10-K

Item 1. Business