Item 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Mr. Cooper joined the Partnership in
The details of Mr. Cooper's compensation in connection with his appointment will be determined by the Board of Directors of the General Partner at a later date.
Mr. Cooper does not have any family relationships with any director, executive officer, or any person nominated to become a director or executive officer, of the General Partner and there are no arrangements or understandings between Mr. Cooper and any other person pursuant to which Mr. Cooper was appointed as the Executive Vice President, Chief Financial Officer. There are no transactions in which Mr. Cooper had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
A press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Matters.
On
A press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This current report on Form 8-K includes "forward-looking statements." All
statements other than statements of historical facts included or incorporated
herein may constitute forward-looking statements. Actual results could vary
significantly from those expressed or implied in such statements and are subject
to a number of risks and uncertainties. While NGL believes such forward-looking
statements are reasonable, NGL cannot assure they will prove to be correct. The
forward-looking statements involve risks and uncertainties that affect
operations, financial performance, and other factors as discussed in filings
with the
NGL provides Adjusted EBITDA guidance that does not include certain charges and costs, which in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods, such as income taxes, interest and other non-operating items, depreciation and amortization, net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities and items that are unusual in nature or infrequently occurring. The exclusion of these charges and costs in future periods will have a significant impact on the Partnership's Adjusted EBITDA, and the Partnership is not able to provide a reconciliation of its Adjusted EBITDA guidance to net income (loss) without unreasonable efforts due to the uncertainty and variability of the nature and amount of these future charges and costs and the Partnership believes that such reconciliation, if possible, would imply a degree of precision that would be potentially confusing or misleading to investors.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedJanuary 3, 2023 . 101 Cover Page formatted as Inline XBRL. Cover Page Interactive Data File (formatted as Inline XBRL and contained in 104 Exhibit 101).
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