SecProbe.io

January 14, 2020
H. Michael Krimbill
Chief Executive Officer
NGL Energy Partners LP
6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136
Re:NGL Energy Partners LP
Registration Statement on Form S-3
Filed December 27, 2019
File No. 333-235736
Dear Mr. Krimbill:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed December 27, 2019
Applicable Law; Forum, Venue and Jurisdiction, page 28
1.We note that there is an exclusive forum provision in your partnership agreement, and
your disclosure that "[b]y purchasing a common unit, a limited partner is irrevocably
consenting to these limitations and provisions regarding claims, suits, actions or
proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the
State of Delaware in connection with any such claims, suits, actions or proceedings."
Please clearly disclose whether the exclusive forum provision applies to actions arising
under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and

 FirstName LastNameH. Michael Krimbill
 Comapany NameNGL Energy Partners LP
 January 14, 2020 Page 2
 FirstName LastName
H. Michael Krimbill
NGL Energy Partners LP
January 14, 2020
Page 2
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  If the provision applies to Securities Act claims, please
also revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision, and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       G. Michael O'Leary