Attached files
file | filename |
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EX-1.1 - EX-1.1 - Breitburn Energy Partners LP | v198444_ex1-1.htm |
EX-4.1 - EX-4.1 - Breitburn Energy Partners LP | v198444_ex4-1.htm |
EX-4.2 - EX-4.2 - Breitburn Energy Partners LP | v198444_ex4-2.htm |
EX-99.1 - EX-99.1 - Breitburn Energy Partners LP | v198444_ex99-1.htm |
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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)
October
7, 2010 (October 1, 2010)
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
1.01 Entry Into a Material Definitive Agreement.
Purchase
Agreement
On
October 1, 2010, BreitBurn Energy Partners L.P., a Delaware limited
partnership (the “Partnership”), BreitBurn Finance Corporation, a Delaware
corporation (“FinCo” and, together with the Partnership, the “Issuers”), and
certain subsidiaries of the Partnership, as guarantors (the “Guarantors”),
entered into a Purchase Agreement (the “Purchase Agreement”) with the Initial
Purchasers as defined therein (the “Initial Purchasers”), pursuant to which the
Issuers agreed to sell $305 million in aggregate principal amount of the
Issuers’ 8.625% Senior Notes due 2020 (the “Notes”). The Notes have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws, and unless so registered, the securities may not
be offered or sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. The Issuers offered and will issue the
Notes only to qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to persons outside the United States pursuant to
Regulation S.
The
Purchase Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions under which the Issuers
and the Guarantors, on one hand, and the Initial Purchasers, on the other, have
agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act. In addition, the Purchase Agreement
requires the execution of a registration rights agreement, described below,
relating to the Notes.
On
October 5, 2010, the borrowing base under our Second Amended and Restated Credit
Agreement, as amended (the “Credit Agreement”) was reaffirmed at $735
million. As a result of the completion of this offering, our
borrowing base under our Credit Agreement was automatically reduced from $735
million to $658.75 million.
On
October 6, 2010, the Partnership used $290 million of the net proceeds of this
offering of approximately $291.4 million (after deducting estimated fees and
offering expenses), to repay amounts outstanding under our Credit
Agreement. After repayment of those funds, our outstanding debt under
the Credit Agreement was $228 million.
Indenture
On
October 6, 2010, the Issuers entered into an Indenture (the “Indenture”), by and
among the Issuers, the Guarantors and U.S. National Bank Association, as trustee
(the “Trustee), in connection with the private placement of the
Notes.
Interest and
Maturity
On
October 6, 2010, the Issuers issued the Notes pursuant to the Indenture in a
transaction exempt from registration requirements under the Securities Act. The
Notes were resold to qualified institutional buyers pursuant to Rule 144A
under the Securities Act and to persons outside the United States pursuant to
Regulation S under the Securities Act. The Notes will mature on
October 15, 2020. The interest payment dates are April 15 and
October 15 of each year, beginning on April 15, 2011.
Optional
Redemption
Prior to
October 15, 2013, the Issuers may, at any time or from time to time, redeem up
to 35% of the aggregate principal amount of the Notes with the net proceeds
of a public or private equity offering at a redemption price of 108.625% of the
principal amount of the Notes, plus any accrued and unpaid interest to the
date of redemption, if at least 65% of the aggregate principal amount of
the Notes issued under the Indenture remains outstanding after such
redemption and the redemption occurs within 120 days of the date of the closing
of such equity offering. Prior to October 15, 2015, the
Issuers may redeem all or a part of the Notes at a redemption price equal to the
sum of (i) the principal amount thereof, plus (ii) a make whole
premium at the redemption date, plus accrued and unpaid interest, if any, to the
redemption date. On or after October 15, 2015, the Issuers may redeem all or a
part of the Notes at redemption prices (expressed as percentages of principal
amount) equal to 104.313% for the twelve-month period beginning on
October 15, 2015, 102.875% for the twelve-month period beginning on
October 15, 2016, 101.438% for the twelve-month period beginning on
October 15, 2017 and 100.00% for the twelve-month period beginning on
October 15, 2018 and at any time thereafter, plus accrued and unpaid
interest, if any, to the applicable redemption date on the Notes.
2
Certain
Covenants
The
Indenture contains customary covenants that restrict the Partnership’s ability
and the ability of certain of its subsidiaries to: (i) sell assets
including equity interests in our subsidiaries; (ii) pay distributions on,
redeem or repurchase our units or redeem or repurchase our subordinated debt;
(iii) make investments; (iv) incur or guarantee additional
indebtedness or issue preferred units; (v) create or incur certain liens;
(vi) enter into agreements that restrict distributions or other payments
from our restricted subsidiaries to us; (vii) consolidate, merge or
transfer all or substantially all of our assets; (viii) engage in
transactions with affiliates; (ix) create unrestricted subsidiaries; or
(x) engage in certain business activities. These covenants are subject to a
number of important exceptions and qualifications. If the Notes achieve an
investment grade rating from each of Moody’s Investors Service, Inc. and
Standard & Poor’s Ratings Services and no Default (as defined in the
Indenture) has occurred and is continuing, many of these covenants will
terminate.
Events of
Default
The
Indenture also contains customary Events of Defaults. Each of the
following is an Event of Default: (i) default for 30 days in the payment
when due of interest on the Notes; (ii) default in payment when due of the
principal of, or premium, if any, on the Notes; (iii) failure by the
Partnership to comply with certain covenants relating to asset sales,
repurchases of the Notes, merger or consolidation; (iv) failure by the
Partnership for 180 days after notice to comply with its reporting
obligations under the Securities Exchange Act of 1934; (v) failure by the
Partnership for 60 days after notice to comply with any of the other
agreements in the Indenture; (vi) default under any mortgage, indenture or
instrument governing any indebtedness for money borrowed or guaranteed by the
Partnership or any of its restricted subsidiaries, whether such indebtedness or
guarantee now exists or is created after the date of the Indenture, if such
default: (a) is caused by a payment default; or (b) results in the
acceleration of such indebtedness prior to its stated maturity, and, in each
case, the principal amount of the indebtedness, together with the principal
amount of any other such indebtedness under which there has been a payment
default or acceleration of maturity, aggregates $10.0 million or more,
subject to a cure provision; (vii) failure by the Partnership or any of its
restricted subsidiaries to pay final judgments aggregating in excess of
$10.0 million, which judgments are not paid, discharged or stayed for a
period of 60 days; (viii) except as permitted by the Indenture, any
subsidiary guarantee is held in any judicial proceeding to be unenforceable or
invalid or ceases for any reason to be in full force or effect, or any
Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms
its obligations under its subsidiary guarantee; and (ix) certain events of
bankruptcy, insolvency or reorganization described in the Indenture with respect
to the Issuers or any of the Partnership’s restricted subsidiaries that is a
significant subsidiary or any group of restricted subsidiaries that, taken
together, would constitute a significant subsidiary of the Partnership. Upon a
continuing Event of Default, the Trustee, by notice to the Issuers, or the
holders of at least 25% in principal amount of the then outstanding Notes, by
notice to the Issuers and the Trustee, may declare the Notes immediately due and
payable, except that an Event of Default resulting from entry into a bankruptcy,
insolvency or reorganization with respect to the Issuers, any restricted
subsidiary of the Partnership that is a significant subsidiary or any group of
its restricted subsidiaries that, taken together, would constitute a significant
subsidiary of the Partnership, will automatically cause the Notes to become due
and payable.
Registration
Rights Agreement
On
October 6, 2010, the Issuers entered into a Registration Rights Agreement (the
“Registration Rights Agreement”), with the Guarantors and the Initial Purchasers
in connection with the private placement of the Notes.
Under the
Registration Rights Agreement, the Issuers and the Guarantors shall cause to be
filed with the Securities and Exchange Commission a registration statement with
respect to an offer to exchange the Notes for substantially identical notes that
are registered under the Securities Act. The Issuers and the Guarantors will use
their commercially reasonable efforts to cause such exchange offer registration
statement to become effective under the Securities Act. In addition, the Issuers
and the Guarantors will use their commercially reasonable efforts to cause the
exchange offer to be consummated not later than 400 days after October 6,
2010. Under some circumstances, in lieu of, or in addition to, a registered
exchange offer, the Issuers and the Guarantors have agreed to file a shelf
registration statement with respect to the Notes. The Issuers and the Guarantors
are required to pay additional interest if they fail to comply with their
obligations to register the Notes within the specified time
periods.
3
Miscellaneous
The
descriptions set forth above are qualified in their entirety by reference to the
Purchase Agreement, the Indenture and the Registration Rights Agreement, which
are filed with this Report as Exhibits 1.1, 4.1 and 4.2, respectively, and are
incorporated herein by reference.
ITEM
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information included, or incorporated by reference, in Item 1.01 of this Current
Report on Form 8-K (this “Report”) is incorporated by reference into this
Item 2.03 of this Report
ITEM
7.01. Regulation FD.
On
October 1, 2010, the Partnership issued a press release announcing the pricing
of the Notes offering. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of
1934 (“Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall such information, including Exhibit 99.1, be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such
filing.
ITEM
9.01 Financial Statements and Exhibits.
Exhibit
No.
|
Document
|
|
Purchase
Agreement, dated as of October 1, 2010, by and among BreitBurn Energy
Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein
and the Initial Purchasers named therein.
|
||
4.1
|
Indenture,
dated as of October 6, 2010, by and among BreitBurn Energy Partners L.P.,
BreitBurn Finance Corporation, the Guarantors named therein and U.S.
National Bank Association.
|
|
4.2
|
Registration
Rights Agreement, dated as of October 6, 2010, by and among BreitBurn
Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named
therein and the Initial Purchasers named therein.
|
|
99.1
|
Press
Release of BreitBurn Energy Partners L.P. dated October 1,
2010.
|
4
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:
October 7, 2010
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By:
|
/s/
Gregory C. Brown
|
|
Gregory
C. Brown
|
|||
General
Counsel and Executive Vice
President
|
5
EXHIBIT
INDEX
Purchase
Agreement, dated as of October 1, 2010, by and among BreitBurn Energy
Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein
and the Initial Purchasers named therein.
|
||
4.1
|
Indenture,
dated as of October 6, 2010, by and among BreitBurn Energy Partners L.P.,
BreitBurn Finance Corporation, the Guarantors named therein and U.S.
National Bank Association.
|
|
4.2
|
Registration
Rights Agreement, dated as of October 6, 2010, by and among BreitBurn
Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named
therein and the Initial Purchasers named therein.
|
|
99.1
|
Press
Release of BreitBurn Energy Partners L.P. dated October 1,
2010.
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6