Attached files
| file | filename |
|---|---|
| EX-3.1 - Breitburn Energy Partners LP | v207438_ex3-1.htm |
| EX-10.1 - Breitburn Energy Partners LP | v207438_ex10-1.htm |
| EX-10.4 - Breitburn Energy Partners LP | v207438_ex10-4.htm |
| EX-10.5 - Breitburn Energy Partners LP | v207438_ex10-5.htm |
| EX-10.2 - Breitburn Energy Partners LP | v207438_ex10-2.htm |
| EX-10.3 - Breitburn Energy Partners LP | v207438_ex10-3.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)
January
6, 2011 (December 30, 2010)
BREITBURN
ENERGY PARTNERS L.P.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
001-33055
|
74-3169953
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 30, 2010, BreitBurn Management Company, LLC, BreitBurn
Energy Partners L.P. (the “Partnership”) and BreitBurn GP, LLC (the “Company”)
(collectively, the “Employer”) entered into amended and restated employment
agreements (the “Employment Agreements”) with each of the following named
executive officers of the Company (the “Executives”): Halbert S.
Washburn, Chief Executive Officer; Randall H. Breitenbach, President; Mark L.
Pease, Chief Operating Officer and Executive Vice President; James G. Jackson,
Executive Vice President and Chief Financial Officer; and Gregory C. Brown,
General Counsel and Executive Vice President. The Employment
Agreements supersede and replace the current employment agreements between the
Executives and the Employer, the initial terms of which (without regard to
automatic extensions) ended on January 1, 2011.
The
Employment Agreements provide for a term that commenced on December 30, 2010 and
expires on January 1, 2014, unless earlier terminated, with automatic one-year
renewal terms unless either the Employer or the Executive gives written notice
of termination 90 days prior to the end of the term (the “Employment
Period”). Pursuant to the Employment Agreements, each Executive will
continue to serve in his current position with the Company, as set forth above,
and will have duties, responsibilities, and authority that are customary to such
positions that are assigned to him. Each Executive’s reporting
relationship is unchanged, except that Mr. Breitenbach, as President, will
report directly to the Board of Directors of the Company (the
“Board”).
The
current annual base salaries for each Executive are unchanged and remain subject
to possible increases through the normal salary review process. In
addition, each Executive will continue to be eligible to participate in the
Employer’s Short Term Incentive Plan (“STIP”) which is paid as an annual cash
bonus based on the attainment of certain performance criteria established by the
Board. The STIP bonuses are made at the sole discretion of the
Board. The target and maximum bonus amounts for each Executive are
unchanged. In addition, each Executive will continue to be eligible
to receive awards under the Partnership’s long term incentive plan determined in
the sole discretion of the Board.
The
Employment Agreements provide that if, during the Employment Period, the
Executive’s employment is terminated by the Employer without “cause” or by the
Executive with “good reason” (each as defined in the Employment Agreements), or
if the Employer elects not to renew the Employment Period, and subject to the
Executive’s execution and non-revocation of a general release of claims, the
Executive will be entitled to the following: (i) provided that the Executive’s
termination occurs prior to the date on which he reaches age 70, a lump-sum cash
payment equal to two times (for each of Messrs. Washburn and. Breitenbach) or
one and one-half times (for each of Messrs. Pease, Jackson and Brown) the sum of
his base salary and his target annual bonus, each as in effect immediately prior
to his termination, (ii) payment of a pro-rata annual bonus for the year in
which the termination occurs (the “Pro-Rata Bonus”), (iii) payment of any unpaid
annual bonus for prior years (the “Unpaid Bonus”), (iv) continued healthcare
benefits at the same cost to the Executive as in effect immediately prior to his
termination for a period up to twenty-four months (for Messrs.
Washburn and. Breitenbach) or eighteen months (for Messrs. Pease, Jackson and
Brown) (the “Continued Healthcare Benefits”), and (v) accelerated vesting of
certain equity-based awards, including restricted phantom units (“RPUs”) (which
awards will remain subject to the terms of the applicable award
agreements). In addition, if, during the period beginning sixty days
prior to and ending two years immediately following a “change in control” (as
defined in the Employment Agreements), either the Employer terminates the
Executive’s employment without cause, or the Executive terminates his employment
for good reason, then the Executive will be entitled to the severance payments
and benefits described in the preceding sentence, except that the severance
multiple described in clause (i) will be equal to three (instead of two) times
for each of Messrs. Washburn and. Breitenbach, or two and one-half (instead of
one and one-half) times for each of Messrs. Pease, Jackson and
Brown. If a change in control occurs during the Employment Period,
certain equity-based awards held by the Executives, to the extent not previously
vested and converted into common units, will vest in full upon such change in
control and will be settled in common units in accordance with the applicable
award agreements.
The
Employment Agreements provide that if an Executive’s employment terminates due
to his death or disability during the Employment Period, the Executive will be
entitled to the following: (i) payment of the Pro-Rata Bonus, (ii) payment of
any Unpaid Bonus, (iii) Continued Healthcare Benefits, and (iv) accelerated
vesting of certain equity-based awards, including RPUs (which awards will remain
subject to the terms of the applicable award agreements).
The
Employment Agreements also provide for customary confidentiality,
non-solicitation and indemnification protections.
The above
summary of the terms of the Employment Agreements with each Executive is
qualified in its entirety by reference to the Employment Agreements themselves,
copies of which are attached to this Report as Exhibits 10.1, 10.2 10.3, 10.4
and 10.5 hereto and incorporated in this Item 5.02 by
reference.
ITEM 5.03 Amendments to Articles of
Incorporation or Bylaws; Changes in Fiscal Year.
The
Partnership, as sole member of the Company, entered into Amendment No. 1 to the
Fourth Amended and Restated Limited Liability Company Agreement of the Company
(“Amendment No. 1”), which was effective as of December 30, 2010.
Pursuant
to Amendment No. 1, Section 6.1(b) of the Fourth Amended and Restated Limited
Liability Company Agreement of the Company (the “LLC Agreement”), dated as of
April 5, 2010, was amended to delete the requirement that the Company’s
President and Chief Financial Officer report directly to the Chief Executive
Officer in order to give the Board the discretion to determine reporting
relationships. Amendment No. 1 is consistent with a similar amendment
to the Settlement Agreement dated April 5, 2010 among the Partnership, the
Company, Messrs. Breitenbach and Washburn and Quicksilver Resources Inc., which amendment was effective as of December 30,
2010.
(d)
Exhibits.
|
3.1
|
Amendment
No. 1 to the Fourth Amended and Restated Limited Liability Company
Agreement of BreitBurn GP, LLC dated as of December 30,
2010.
|
|
|
10.1
|
Third
Amended and Restated Employment Agreement dated December 30, 2010 among
BreitBurn Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
Partners L.P. and Halbert S. Washburn.
|
|
|
10.2
|
Third
Amended and Restated Employment Agreement dated December 30, 2010 among
BreitBurn Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
Partners L.P. and Randall H. Breitenbach.
|
|
|
10.3
|
Amended
and Restated Employment Agreement dated December 30, 2010 among BreitBurn
Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy Partners L.P.
and Mark L. Pease.
|
|
|
10.4
|
Second
Amended and Restated Employment Agreement dated December 30, 2010 among
BreitBurn Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
Partners L.P. and James G. Jackson.
|
|
|
10.5
|
Amended
and Restated Employment Agreement dated December 30, 2010 among BreitBurn
Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy Partners L.P.
and Gregory C.
Brown.
|
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 hereunto
duly authorized.
| BREITBURN ENERGY PARTNERS L.P. | |||
|
|
By:
|
BreitBurn GP, LLC, | |
| its general partner | |||
|
By:
|
/s/ Halbert S. Washburn | ||
| Halbert S. Washburn | |||
| Chief Executive Officer | |||
EXHIBIT INDEX
|
Exhibit
Number
|
Exhibit
Title
|
|
|
3.1
|
Amendment
No. 1 to the Fourth Amended and Restated Limited Liability Company
Agreement of BreitBurn GP, LLC dated as of December 30,
2010.
|
|
|
10.1
|
Third
Amended and Restated Employment Agreement dated December 30, 2010 among
BreitBurn Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
Partners L.P. and Halbert S. Washburn.
|
|
|
10.2
|
Third
Amended and Restated Employment Agreement dated December 30, 2010 among
BreitBurn Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
Partners L.P. and Randall H. Breitenbach.
|
|
|
10.3
|
Amended
and Restated Employment Agreement dated December 30, 2010 among BreitBurn
Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy Partners L.P.
and Mark L. Pease.
|
|
|
10.4
|
Second
Amended and Restated Employment Agreement dated December 30, 2010 among
BreitBurn Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
Partners L.P. and James G. Jackson.
|
|
|
10.5
|
Amended
and Restated Employment Agreement dated December 30, 2010 among BreitBurn
Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy Partners L.P.
and Gregory C.
Brown.
|