SEC Company Response from NGL Energy Partners LP (NGL, NGL-PB, NGL-PC) (CIK 0001504461) (NGL) — Feb 6, 2020
NGL Energy Partners LP (NGL, NGL-PB, NGL-PC) (CIK 0001504461)
Date: Feb. 6, 2020 · CIK: 0001504461 · Accession: 0001104659-20-011652
AI Filing Summary & Sentiment
File numbers found in text: 001-35172
Referenced dates: February 4, 2020
Letter
Division of Corporation Finance Office of Trade & Services Attention: Suying Li Form 10-K for Fiscal Year Ended March 31, 2019 Filed May 30, 2019 Item 2.02 Form 8-K Filed November 8, 2019 File No. 001-35172
Dear Ms. Li:
Set forth below is the response of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership,” “we,” “us,” or “our”), to the written comment received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated February 4, 2020 with respect to our Form 10-K for the fiscal year ended March 31, 2019 and Item 2.02 of our Form 8-K filed on November 8, 2019.
For the Staff’s convenience, our response is prefaced by the exact text of the Staff’s comment in bold, italicized text, followed by our response to the Staff’s comment in regular type.
Item 2.02 Form 8-K Filed November 8, 2019
Exhibit 99.1, page 1
1. You discuss the non-GAAP measures adjusted EBITDA from continuing operation and adjusted EBITDA for your segments in your second quarter fiscal 2020 highlights and quarterly results of operations sections of your press release with a discussion of the most directly comparable GAAP measure. Please tell us how you considered the guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division’s Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.
Response:
We acknowledge the Staff’s comment and undertake to present the most comparable GAAP measures with equal or greater prominence than our non-GAAP measures and not to provide a discussion and analysis of a non-GAAP measure without a similar discussion and analysis of the comparable GAAP measure in a location with equal or greater prominence. This presentation will be reflected in the Partnership’s future press releases furnished as exhibits to Item 2.02 on Form 8-K. Please see pages 1, 2 and 3 of Exhibit 99.1 to the Partnership’s Form 8-K filed on February 6, 2020 for the updated presentation.
[Signature page follows]
Should the Staff have any questions or comments with respect to the foregoing, please contact Lawrence Thuillier, NGL Energy Partners LP at (918) 477-0535.
Very truly yours,
NGL ENERGY PARTNERS LP
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NGL Energy Partners LP
6120 South Yale Avenue, Suite 805
Tulsa, Oklahoma 74136
February 6, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Suying Li
Re: NGL Energy Partners LP
Form 10-K for Fiscal Year Ended March 31, 2019
Filed May 30, 2019
Item 2.02 Form 8-K Filed November 8, 2019
File No. 001-35172
Dear Ms. Li:
Set forth below is the response
of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership,” “we,”
“us,” or “our”), to the written comment received from the staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
by letter dated February 4, 2020 with respect to our Form 10-K for the fiscal year ended March 31, 2019 and Item 2.02 of our Form
8-K filed on November 8, 2019.
For the Staff’s convenience, our response
is prefaced by the exact text of the Staff’s comment in bold, italicized text, followed by our response to the Staff’s
comment in regular type.
Item 2.02 Form 8-K Filed November 8, 2019
Exhibit 99.1, page 1
1. You discuss the non-GAAP measures adjusted EBITDA from continuing operation and adjusted EBITDA for your segments in
your second quarter fiscal 2020 highlights and quarterly results of operations sections of your press release with a discussion
of the most directly comparable GAAP measure. Please tell us how you considered the guidance in Item 10(e)(1)(i)(A) of Regulation
S-K and Question 102.10 of the Division’s Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.
Response:
We acknowledge the Staff’s comment and undertake
to present the most comparable GAAP measures with equal or greater prominence than our non-GAAP measures and not to provide a discussion
and analysis of a non-GAAP measure without a similar discussion and analysis of the comparable GAAP measure in a location with
equal or greater prominence. This presentation will be reflected in the Partnership’s future press releases furnished as
exhibits to Item 2.02 on Form 8-K. Please see pages 1, 2 and 3 of Exhibit 99.1 to the Partnership’s Form 8-K filed on February
6, 2020 for the updated presentation.
[Signature page follows]
Should the Staff have any questions
or comments with respect to the foregoing, please contact Lawrence Thuillier, NGL Energy Partners LP at (918) 477-0535.
Very truly yours,
NGL ENERGY PARTNERS LP
By:
NGL ENERGY HOLDINGS LLC,
its general partner
By:
/s/ Robert W. Karlovich III
Name:
Robert W. Karlovich III
Title:
Executive Vice President and Chief Financial Officer
Enclosures
CC:
Kurston P. McMurray, NGL Energy Partners LP
Lawrence Thuillier, NGL Energy Partners LP
Bruce Toth, Winston & Strawn LLP
Courtney M.W. Tygesson, Winston & Strawn LLP