Attached files
| file | filename |
|---|---|
| EX-10.1 - Breitburn Energy Partners LP | v164785_ex10-1.htm |
| EX-10.2 - Breitburn Energy Partners LP | v164785_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED)
November
4, 2009 (October 29, 2009)
BREITBURN
ENERGY PARTNERS L.P.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
001-33055
(Commission
File
Number)
|
74-3169953
(I.R.S.
Employer
Identification
No.)
|
515
South Flower Street, Suite 4800
Los
Angeles, CA 90071
(Address
of principal executive office)
(213)
225-5900
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(i) The executive officers
and directors of the Company each entered into an Indemnity Agreement with the
Partnership, and, for limited purposes, the Company (the “Indemnity Agreement”)
as of October 29, 2009. Our current directors and executive officers
are John R. Butler, Jr., David B. Kilpatrick, Gregory J. Moroney, Charles S.
Weiss, Randall H. Breitenbach, Halbert S. Washburn, Mark L. Pease, James G.
Jackson, Gregory C. Brown and W. Jackson Washburn (each an “Indemnitee” and
collectively the “Indemnitees”). The rights provided in the Indemnity
Agreement affirm and supplement those provided under Delaware law and the First
Amended and Restated Agreement of Limited Partnership of the Partnership, as
amended, and include the following material provisions (i) indemnification of
the Indemnitees to the fullest extent provided by law (with some limitations);
(ii) advancement of related defense expenses prior to the final outcome of the
claim; and (iii) procedures for claiming indemnification and expense
advancement. The Indemnity Agreement shall continue to the later
of: (a) ten (10) years after the date that the Indemnitee shall have
ceased to serve as a director or executive officer of the Company or (b) so long
as the Indemnitee shall be subject to any Proceeding (as defined under the
Indemnity Agreement).
(ii) On
October 29, 2009, the Compensation and Governance Committee (the “Committee”) of
the board of directors of BreitBurn GP, LLC (the “Company”) the general partner
of, BreitBurn Energy Partners L.P. (the “Partnership”) approved an amendment to
each of the existing Convertible Phantom Unit (“CPU”) Agreements entered into
with each named executive officer. Under these agreements, each CPU
entitles its holder to receive (a) a number of our Common Units at the time of
vesting equal to the number of “common unit equivalents” (“CUEs”) underlying the
CPU at vesting, and (b) current distributions on Common Units during the vesting
period based on the number of Common Units underlying the CPU at the time of
such distribution. The number of CUEs underlying each CPU is
determined by reference to Common Unit distribution levels during the applicable
vesting period, generally calculated based upon the aggregate amount of
distributions made per Common Unit for the four quarters preceding
vesting. The amendment to the CPUs revised a portion of the table
used to calculate the number of CUEs underlying each CPU.
Originally
under the CPU Agreements, the number of CUEs per CPU could be
reduced over the five year life of the agreement to a minimum of zero or be
multiplied by a maximum of 4.768 times based on the Partnership’s distribution
levels. The Partnership suspended the payment of distributions in
April of this year. Therefore, holders of CPU’s do not receive any
distributions under the CPU Agreements as long as distributions are
suspended. However, under the original chart, if the CPU’s were to
vest currently – for instance in the case of the death or disability of a holder
– zero units would vest to that holder. The Committee determined that
the elimination of multipliers between zero and
one best represented the original incentive and retention purpose of the CPU
Agreements. With this modification to the CPU Agreements, the number
of CUEs per CPU can no longer be less than one, regardless of Common Unit
distribution levels. No other modification was made to the CPU
Agreements.
The descriptions above of the amendment
to the CPU Agreement and the Indemnity Agreement are qualified in their entirety
by reference to each of those documents which are filed with this Current
Report.
Item 9.01. Financial Statements
and Exhibits.
|
(d)
|
Exhibits
|
||||||
|
10.1
|
Indemnity
Agreement between the Partnership, the Company and Halbert S. Washburn,
together with a schedule identifying other substantially identical
agreements between the Partnership, the Company and each of its executive
officers and non-employee directors identified on the
schedule.
|
||||||
|
10.2
|
First
Amendment to the Partnership 2006 Long-Term Incentive Plan Convertible
Phantom Unit Agreements.
|
||||||
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
BREITBURN
ENERGY PARTNERS L.P.
|
|||
|
By:
|
BREITBURN
GP, LLC,
|
||
|
its
general partner
|
|||
|
Dated:
November 4, 2009
|
By:
|
/s/
Halbert S. Washburn
|
|
|
Halbert
S. Washburn
|
|||
|
Co-Chief
Executive Officer
|
|||
3
EXHIBIT INDEX
|
Exhibit
|
||
|
Number
|
Exhibit
Title
|
|
|
10.1*
|
Indemnity
Agreement between the Partnership, the Company and Halbert S. Washburn,
together with a schedule identifying other substantially identical
agreements between the Partnership, the Company and each of its executive
officers and non-employee directors identified on the
schedule.
|
|
|
10.2*
|
First
Amendment to the Partnership 2006 Long-Term Incentive Plan Convertible
Phantom Unit Agreements.
|
|
(*)
|
Filed
herewith.
|
|
4