Attached files
file | filename |
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EX-23.1 - Breitburn Energy Partners LP | v206528_ex23-1.htm |
EX-99.2 - Breitburn Energy Partners LP | v206528_ex99-2.htm |
EX-99.1 - Breitburn Energy Partners LP | v206528_ex99-1.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)
December
23, 2010
BREITBURN
ENERGY PARTNERS L.P.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-33055
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74-3169953
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
As
previously described in a Current Report on Form 8-K filed on October 7, 2010,
on October 1, 2010, BreitBurn Energy Partners L.P. (the “Partnership,”
“we,” “us” or “our”), BreitBurn Finance Corporation, a Delaware corporation
(together with the Partnership, the “Issuers”), and certain of our subsidiaries,
as guarantors (the “Guarantors”), entered into a Purchase Agreement (the
“Purchase Agreement”) with the Initial Purchasers as defined therein, 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 were offered and sold in private placements to
qualified institutional buyers in the United States in reliance on Rule 144A
under the Securities Act of 1933, as amended.
In
connection with the issuance of the Notes, we entered into a registration rights
agreement requiring us to file an exchange offer registration statement with the
Securities and Exchange Commission (the “SEC”) with respect to an offer to
exchange the Notes for substantially identical notes that are registered under
the Securities Act of 1933. Certain, but not all, of our
subsidiaries have issued full, unconditional and joint and several guarantees of
the Notes, will guarantee the exchange offer notes and may guarantee future
issuances of debt securities, in accordance with Rule 3-10(d) of Regulation S-X.
We, therefore, are filing revised historical financial statements within
exhibits to this Current Report on Form 8-K (this “Report”) to include condensed
consolidating financial information for (a) the Issuers; (b) the Guarantors on a
combined basis; and (c) the Partnership’s non-guarantor subsidiaries on a
combined basis.
The
condensed consolidating financial information has been added to
the:
(1)
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audited
Notes to Consolidated Financial Statements as of December 31, 2009 and
2008 and for the three years ended December 31, 2009 included in the
Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009
10-K”), filed as Exhibit 99.1 to this Report and incorporated herein by
reference.
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(2)
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Notes
to the Unaudited Consolidated Financial Statements as of September 30,
2010 and December 31, 2009 and for the three months and nine months ended
September 30, 2010 and 2009 included in the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2010 (the “Q3 2010 10-Q”),
filed as Exhibit 99.2 to this Report and incorporated herein by
reference.
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Except as
described above, we have not modified or updated other disclosures contained in
the Consolidated Financial Statements and Notes thereto included in the 2009
10-K and the Q3 2010 10-Q. Accordingly, this Report, with the
exception of the foregoing, does not reflect events occurring after the date of
filing of the 2009 10-K or the Q3 2010 10-Q, respectively, or modify or update
those disclosures affected by subsequent events. Consequently, all
other information not affected by the additions described above is unchanged and
reflects the disclosures and other information made at the date of the filing of
the 2009 10-K and the Q3 2010 10-Q, respectively, and should be read in
conjunction with our filings with the SEC subsequent to the filing of the 2009
10-K and the Q3 2010 10-Q, respectively, including amendments to those filings,
if any.
Item
9.01 Financial Statements, Pro Forma Financial Information and
Exhibits.
(d)
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Exhibits.
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Exhibit No.
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Exhibit
Description
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23.1
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Consent
of PricewaterhouseCoopers LLP.
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99.1
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The
historical financial statements and revised related disclosure as of
December 31, 2009 and 2008 and for the three years ended December 31,
2009.
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99.2
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The
historical unaudited financial statements and revised related disclosure
as of September 30, 2010 and December 31, 2009 and for the three months
and nine months ended September 30, 2010 and
2009.
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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.
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By:
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BREITBURN
GP, LLC,
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its
general partner
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Dated:
December 23, 2010
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By:
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/s/ James G. Jackson
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James
G. Jackson
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Chief
Financial Officer
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