NGL Energy Partners LPNGL
NGL Energy Partners LP Debt Disclosure
Long-Term Debt
Our long-term debt consists of the following at the dates indicated:
| March 31, 2026 | March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Face Amount | Unamortized Debt Issuance Costs (1) | Book Value | Face Amount | Unamortized Debt Issuance Costs (1) | Book Value | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Asset-based revolving credit facility (“ABL Facility”) | $ | 135,000 | $ | 135,000 | $ | 109,000 | $ | 109,000 | ||||||||||||||||||||||||||||||
| 2024 senior secured term loan “B” credit facility (“2024 Term Loan B”) | — | $ | — | — | 693,000 | $ | (16,479) | 676,521 | ||||||||||||||||||||||||||||||
| 2026 senior secured term loan “B” credit facility (“2026 Term Loan B”) | 950,000 | (19,838) | 930,162 | — | — | — | ||||||||||||||||||||||||||||||||
| Senior secured notes: | ||||||||||||||||||||||||||||||||||||||
8.125% Notes due 2029 (“2029 Senior Secured Notes”) | 900,000 | (7,580) | 892,420 | 900,000 | (10,219) | 889,781 | ||||||||||||||||||||||||||||||||
8.375% Notes due 2032 (“2032 Senior Secured Notes”) | 1,281,000 | (13,823) | 1,267,177 | 1,300,000 | (16,416) | 1,283,584 | ||||||||||||||||||||||||||||||||
| Other long-term debt | 9,847 | (23) | 9,824 | 11,652 | (30) | 11,622 | ||||||||||||||||||||||||||||||||
| Total long-term debt | 3,275,847 | (41,264) | 3,234,583 | 3,013,652 | (43,144) | 2,970,508 | ||||||||||||||||||||||||||||||||
| Less: Current maturities | 11,457 | — | 11,457 | 8,805 | — | 8,805 | ||||||||||||||||||||||||||||||||
| Long-term debt | $ | 3,264,390 | $ | (41,264) | $ | 3,223,126 | $ | 3,004,847 | $ | (43,144) | $ | 2,961,703 | ||||||||||||||||||||||||||
(1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. The unamortized debt issuance costs for the 2026 Term Loan B include a $4.7 million discount.
Recent Developments
On March 12, 2026, we closed a debt refinancing transaction of $950.0 million consisting of a new seven-year Term Loan B (“2026 Term Loan B”). The net proceeds from this transaction were used (i) to repay all borrowings under the existing 2024 Term Loan B, including any accrued and unpaid interest, (ii) to repay borrowings under the ABL Facility, (iii) to redeem, repurchase or otherwise retire a portion of the Class D Preferred Units, including any accrued and unpaid dividends, and (iv) to the extent of any remaining net proceeds, for general corporate purposes.
In addition, in connection with the closing of the refinancing, the ABL Facility was amended.
ABL Facility
Effective March 12, 2026, total commitments under the ABL Facility are $425.0 million, which was reduced from $475.0 million. The ABL Facility includes a $100.0 million sub-limit for letters of credit, which was reduced from $200.0 million. Also, on March 12, 2026, the rates were reduced as described in the paragraph below. Availability under the ABL Facility is subject to a borrowing base that is determined by calculating the amount equal to the sum of our eligible cash, outstanding accounts receivable balances with investment and non-investment grade counterparties, certain inventory, including inventory on railcars and unsettled derivative contracts. These amounts are subject to certain percentage and dollar amount caps, as described within the ABL Facility. The borrowing base is calculated monthly pursuant to a borrowing base certificate we deliver to the administrative agent. Availability under the ABL Facility is based on the lower of the current borrowing base and the total commitments, less borrowings and outstanding letters of credit. At March 31, 2026, $135.0 million was outstanding under the ABL Facility, letters of credit outstanding were $60.6 million, and we had a borrowing base of $388.7 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029, or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.
The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and a second priority lien on all of our other assets.
All borrowings under the ABL Facility bear interest at a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio. The amendments to ABL Facility reduced the applicable margin for alternate base rate loans from a range of 1.50% to 2.00% to a range of 1.00% to 1.50% and the applicable margin for SOFR from a range of 2.50% to 3.00% to a range of 2.00% to 2.50%. In addition, the ABL Facility includes a commitment fee that is charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. The amendments to the ABL Facility also reduced the commitment fee from 0.50% per year to 0.25% per year. In the event our fixed charge coverage ratio is less than the 1.75 to 1.00, our commitment fee will be increased to 0.375%.
At March 31, 2026, the borrowings under the ABL Facility had a weighted average interest rate of 7.52% calculated as a SOFR rate of 3.68% plus a margin of 2.60% for SOFR borrowings and the prime rate of 6.75% plus a margin of 1.50% on the alternate base rate borrowings. On March 31, 2026, the interest rate in effect on letters of credit was 2.00%.
The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At March 31, 2026, no Cash Dominion Event had occurred.
Compliance
At March 31, 2026, we were in compliance with the covenants under the ABL Facility.
2026 Term Loan B
The 2026 Term Loan B was issued at 99.50% of par for gross proceeds of $945.3 million. The 2026 Term Loan B was issued pursuant to a credit agreement dated March 12, 2026 (“2026 Term Loan Credit Agreement”).
The 2026 Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin. The applicable margin for alternate base rate loans varies from 2.25% to 2.50% and the applicable margin for SOFR-based loans varies from 3.25% to 3.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the 2026 Term Loan Credit Agreement).
The 2026 Term Loan B matures on March 11, 2033 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2026, with the balance payable on maturity. We have the ability to prepay the 2026 Term Loan B at any time without premium or penalty, other than customary breakage costs and a premium of 1% of the principal amount prepaid, if the prepayment occurs prior to the six-month anniversary of the closing date. The 2026 Term Loan Credit Agreement contains customary mandatory prepayment requirements, including mandatory prepayments as a result of (a) excess cash flow (subject to certain customary exceptions and thresholds), (b) asset sales (subject to reinvestment rights and certain customary exceptions and thresholds) and (c) the incurrence of non-permitted indebtedness.
Under the 2026 Term Loan Credit Agreement, we are permitted to request, from time to time, (i) increases in the 2026 Term Loan B, and/or (ii) the establishment of new tranches of incremental term loans, in an aggregate principal amount of up to the greater of $350 million and 50% of consolidated EBITDA plus such additional amounts depending upon satisfaction of certain ratio tests and other conditions, in each case subject to commitments from lenders and customary conditions.
At March 31, 2026, the borrowings under the 2026 Term Loan B had an interest rate of SOFR of 3.68% plus a margin of 3.50%.
The 2026 Term Loan B is secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.
The 2026 Term Loan Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The 2026 Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2026, a debt service coverage rate (as defined in the 2026 Term Loan Credit Agreement) of no less than 1.1 to 1.0. At March 31, 2026, our debt service coverage rate was approximately 2.62 to 1.0.
The 2026 Term Loan Credit Agreement contains other customary terms, events of default and covenants.
Compliance
At March 31, 2026, we were in compliance with the covenants under 2026 Term Loan B.
2024 Term Loan B
On February 2, 2024, we issued a new 2024 Term Loan B at 99.25% of par for gross proceeds of $694.8 million. The 2024 Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“2024 Term Loan Credit Agreement”). The 2024 Term Loan B was set to mature on February 2, 2031.
The 2024 Term Loan B was secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.
Repayments
The following table summarizes the repayment of the existing 2024 Term Loan B for the year ended March 31, 2026 (in thousands):
| 2024 Term Loan B (1) | ||||||||
| 2024 Term Loan B repayment | $ | 687,750 | ||||||
| Cash paid (excluding payments of accrued interest) | $ | 687,750 | ||||||
| Loss on early extinguishment of debt | $ | 15,508 | ||||||
(1) On March 12, 2026, as part of our debt refinancing transaction, we repaid our 2024 Term Loan B. Loss on the early extinguishment of debt for the 2024 Term Loan B during the year ended March 31, 2026, includes the write off of debt issuance costs and other expenses of $15.5 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.
Senior Secured Notes
Senior Secured Notes Issuances
On February 2, 2024, we closed on our private offering of $900.0 million of 2029 Senior Secured Notes. Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2029 Senior Secured Notes mature on February 15, 2029.
On February 2, 2024, we closed on our private offering of $1.3 billion of 2032 Senior Secured Notes. Interest is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2032 Senior Secured Notes mature on February 15, 2032.
2029 Senior Secured Notes and 2032 Senior Secured Notes
The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”). The 2029 Senior Secured Notes and 2032 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.
The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.
We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026 at the redemption prices specified in the Indenture.
We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027 at the redemption prices specified in the Indenture. Prior to such time, we have the option to redeem up to 40% of the principal amount of the 2032 Senior Secured Notes with an amount of cash not greater than the amount equal to the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before February 15, 2027, we have the option to redeem all or part of the 2032 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2032 Senior Secured Notes redeemed, plus an applicable “make-whole” premium as specified in the Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.
If we sell certain of our assets, or experience specific kinds of changes of control followed by a rating decline, each holder of the 2029 Senior Secured Notes and 2032 Senior Secured Notes will have the right to require us to offer to repurchase all or any part of that holder’s 2029 Senior Secured Notes and 2032 Senior Secured Notes at 101% of the aggregate principal amount of the 2029 Senior Secured Notes and 2032 Senior Secured Notes to be repurchased plus accrued and unpaid interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes repurchased to, but excluding, the date of purchase.
The Indenture contains other customary terms, events of default and covenants.
Senior Secured Notes Repurchases
The following table summarizes repurchases of Senior Secured Notes for the year ended March 31, 2026 (in thousands):
| 2032 Senior Secured Notes | ||||||||
| Notes repurchased | $ | 19,000 | ||||||
| Cash paid (excluding payments of accrued interest) | $ | 17,274 | ||||||
| Gain on early extinguishment of debt (1) | $ | 1,492 | ||||||
(1) Gain on early extinguishment of debt for the 2032 Senior Secured Notes during the year ended March 31, 2026 is inclusive of the write off of debt issuance costs of $0.2 million. The gain is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.
Senior Secured Notes Redemptions
The following table summarizes redemptions of Senior Secured Notes for the year ended March 31, 2024 (in thousands):
| 2026 Senior Secured Notes (1) | ||||||||
| Notes redeemed | $ | 2,050,000 | ||||||
| Cash paid (excluding payments of accrued interest) | $ | 2,088,438 | ||||||
| Loss on early extinguishment of debt | $ | 59,014 | ||||||
(1) On February 4, 2021, we closed on our private offering of $2.05 billion of 7.500% senior secured notes due 2026 (“2026 Senior Secured Notes”). On February 6, 2024, we redeemed all of the outstanding 2026 Senior Secured Notes. Loss on the early extinguishment of debt for the 2026 Senior Secured Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $20.6 million and a call premium of $38.4 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.
Compliance
At March 31, 2026, we were in compliance with the covenants under the Indenture.
Senior Unsecured Notes
Senior Unsecured Notes Issuances
On February 22, 2017, we issued $500.0 million of our 6.125% senior unsecured notes due 2025 (“2025 Notes”). The 2025 Notes were set to mature on March 1, 2025. On January 19, 2024, we delivered notice to the holders of the 2025 Notes that we intend to redeem the 2025 Notes on February 20, 2024. We redeemed all of the remaining outstanding 2025 Notes on February 20, 2024 (see “Redemptions” below).
On April 9, 2019, we issued $450.0 million of our 7.5% senior unsecured notes due 2026 (“2026 Notes”) in a private placement. The 2026 Notes were set to mature on April 15, 2026. On February 2, 2024, we deposited $331.9 million with the trustee for the redemption of the 2026 Notes, which included the payment of accrued and unpaid interest of $12.0 million. As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer had this liability as of March 31, 2024 (see “Redemptions” below).
Senior Unsecured Notes Repurchases
The following table summarizes repurchases of Senior Unsecured Notes for the year ended March 31, 2024 (in thousands):
| 2025 Notes | ||||||||
| Notes repurchased | $ | 99,275 | ||||||
| Cash paid (excluding payments of accrued interest) | $ | 91,982 | ||||||
| Gain on early extinguishment of debt (1) | $ | 6,906 | ||||||
(1) Gain on early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 is inclusive of the write off of debt issuance costs of $0.4 million. The gain is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.
Senior Unsecured Notes Redemptions
The following table summarizes redemptions of Senior Unsecured Notes for the year ended March 31, 2024 (in thousands):
| 2025 Notes (1) | ||||||||
| Notes redeemed | $ | 280,745 | ||||||
| Cash paid (excluding payments of accrued interest) | $ | 280,745 | ||||||
| Loss on early extinguishment of debt | $ | 978 | ||||||
| 2026 Notes (2) | ||||||||
| Notes redeemed | $ | 319,902 | ||||||
| Cash paid (excluding payments of accrued interest) | $ | 319,902 | ||||||
| Loss on early extinguishment of debt | $ | 2,159 | ||||||
(1) On February 20, 2024, we redeemed all of the remaining outstanding 2025 Notes. Loss on the early extinguishment of debt for the 2025 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $1.0 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.
(2) On February 2, 2024, we deposited $331.9 million with the trustee for the redemption of the 2026 Notes, which included the repayment of accrued and unpaid interest of $12.0 million. As we met the requirements of discharge under the 2026 indenture dated February 4, 2021, we no longer had this liability as of March 31, 2024. Loss on the early extinguishment of debt for the 2026 Notes during the year ended March 31, 2024 includes the write off of debt issuance costs and other expenses of $2.2 million. The loss is reported within loss on early extinguishment of liabilities, net within our consolidated statement of operations.
Other Long-Term Debt
On June 24, 2024, we entered into an equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.50% and is secured by an airplane (see Note 17). On September 24, 2024, we refinanced the loan and lowered the interest rate to 8.00%. We have an aggregate principal balance of $4.8 million at March 31, 2026. This loan matures on June 24, 2030.
On October 1, 2024, we entered into a second equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.00% and is secured by an airplane (see Note 17). We have an aggregate principal balance of $5.0 million at March 31, 2026. This loan matures on September 24, 2030.
Debt Maturity Schedule
The scheduled maturities of our long-term debt are as follows at March 31, 2026:
| Year Ending March 31, | ABL Facility | 2026 Term Loan B | Senior Secured Notes | Other Long-Term Debt | Total | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| 2027 | $ | — | $ | 9,500 | $ | — | $ | 1,957 | $ | 11,457 | ||||||||||||||||||||||
| 2028 | — | 9,500 | — | 2,120 | 11,620 | |||||||||||||||||||||||||||
| 2029 | 135,000 | 9,500 | 900,000 | 2,300 | 1,046,800 | |||||||||||||||||||||||||||
| 2030 | — | 9,500 | — | 2,494 | 11,994 | |||||||||||||||||||||||||||
| 2031 | — | 9,500 | — | 976 | 10,476 | |||||||||||||||||||||||||||
| Thereafter | — | 902,500 | 1,281,000 | — | 2,183,500 | |||||||||||||||||||||||||||
| Total | $ | 135,000 | $ | 950,000 | $ | 2,181,000 | $ | 9,847 | $ | 3,275,847 | ||||||||||||||||||||||
Amortization of Debt Issuance Costs
Amortization expense for debt issuance costs related to long-term debt was $8.0 million, $7.9 million and $10.2 million during the years ended March 31, 2026, 2025 and 2024, respectively.
The following table summarizes expected amortization of debt issuance costs at March 31, 2026 (in thousands):
| Year Ending March 31, | ||||||||
| 2027 | $ | 7,854 | ||||||
| 2028 | 7,854 | |||||||
| 2029 | 7,517 | |||||||
| 2030 | 5,215 | |||||||
| 2031 | 5,211 | |||||||
| Thereafter | 7,613 | |||||||
| Total | $ | 41,264 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | May 28, 2026 | Showing above |
| 2021 | Jun 3, 2021 | |
| 2020 | Jun 1, 2020 | |
| 2019 | May 30, 2019 | |
| 2018 | May 30, 2018 | |
| 2016 | May 31, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.