Attached files
| file | filename |
|---|---|
| EX-99.1 - Breitburn Energy Partners LP | v171615_ex99-1.htm |
| EX-99.2 - Breitburn Energy Partners LP | v171615_ex99-2.htm |
| EX-99.3 - Breitburn Energy Partners LP | v171615_ex99-3.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
19, 2010 (January 15, 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
7.01 Regulation FD Disclosure.
On
January 18, 2010, BreitBurn Energy Partners L.P. (the "Partnership") issued a
press release regarding the Temporary Injunction Order (as defined
below). A copy of the press release is furnished and attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this
Item 7.01 by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth
in this Item 7.01 and in Exhibits 99.1 shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, unless
the Partnership specifically states that the information is to be considered
“filed” under the Exchange Act or incorporates it by reference into a filing
under the Exchange Act or the Securities Act of 1933, as amended.
Item 8.01
Other Events.
In
connection with the pending litigation filed by Quicksilver Resources Inc.
("Quicksilver") against the Partnership and the other defendants named therein,
on January 15, 2010, the 48th District Court in Tarrant County, Texas (the
"Court") issued two orders entitled "Order Granting Plaintiff’s Application for
Temporary Injunction" (the "Temporary Injunction Order") and "Supplemental
Summary Judgment Order On Severability" (the "Supplemental Summary
Judgment Order"). Copies of the orders are filed and attached as
Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated
in this Item 8.01 by reference.
The Court
declined to enter a mandatory injunction requiring that an annual meeting of the
Partnership be held by March 23, 2010, but issued the Temporary Injunction Order
"enjoining BreitBurn LP and BreitBurn GP from giving effect to the 'Revised
Amendment No. 1 to the First Amended and Restated Agreement of Limited
Partnership of BreitBurn Energy Partners L.P. ' (the 'Revised Amendment')
purportedly adopted by BreitBurn GP's Board of Directors on December 29,
2009." The Temporary Injunction Order also enjoins the Partnership
"from adopting or proposing any amendment to the Partnership Agreement without
leave of court." This will require the Partnership to seek leave of
Court to adopt or propose any amendments to the voting rights provisions of the
Partnership Agreement in order to implement the Partnership's previously
announced intention to provide meaningful voting rights to all limited partners
in the election of directors of BreitBurn GP, LLC.
The Court
also supplemented its earlier "Amended Order Regarding Motions for Summary
Judgment" signed November 25, 2009 by issuing the Supplemental Summary Judgment
Order, which provides that "Section 13.4(b)(iii) is severable from the remainder
of Amendment No. 1, and the invalidity of §13.4(b)(iii) shall not
affect the legality and enforceability of the remaining provisions contained in
the Amendment other than §13.4(b)(iii)." Among other things, Section
13.4(b)(iii) limits the voting rights of any limited partner of the Partnership
in the election of the directors of our general partner to 20% of the
Outstanding (as defined in the Partnership Agreement) common
units. As the Partnership previously indicated, this provision is
intended to provide all of the limited partners of the Partnership with
meaningful voting rights in the election of directors.
The Court
set a hearing on Quicksilver's motion for permanent injunction on issues
concerning voting rights of the limited partners on March 1, 2010. The
Partnership intends to continue to vigorously pursue its right to determine and
implement a plan of meaningful voting rights for limited partners with respect
to the election of directors. It will move for reconsideration of
what it believes to be erroneous rulings and will seek to obtain relief on
appeal if necessary.
The
descriptions above of the orders are qualified in their entirety by reference to
those documents which are filed with this Current Report.
2
Item 9.01. Financial Statements
and Exhibits.
|
(d)
|
Exhibits
|
|
99.1
|
BreitBurn
Energy Partners L.P. press release dated January 18,
2010.
|
|
99.2
|
Order
Granting Plaintiff’s Application for Temporary
Injunction.
|
|
99.3
|
Supplemental
Summary Judgment Order On
Severability.
|
3
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:
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BREITBURN
GP, LLC,
|
|
|
its
general partner
|
||
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Dated:
January 19, 2010
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By:
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/s/
Gregory C. Brown
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|
Gregory
C. Brown
|
||
|
General
Counsel
|
||
4
EXHIBIT INDEX
|
Exhibit
|
||
|
Number
|
Exhibit
Title
|
|
|
99.1
|
BreitBurn
Energy Partners L.P. press release dated January 18,
2010.
|
|
|
99.2
|
Order
Granting Plaintiff’s Application for Temporary
Injunction.
|
|
|
99.3
|
Supplemental
Summary Judgment Order On
Severability.
|
5