Attached files
file | filename |
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EX-3.1 - CENTRAL ENERGY PARTNERS LP | v207110_ex3-1.htm |
EX-3.3 - CENTRAL ENERGY PARTNERS LP | v207110_ex3-3.htm |
EX-3.2 - CENTRAL ENERGY PARTNERS LP | v207110_ex3-2.htm |
EX-3.4 - CENTRAL ENERGY PARTNERS LP | v207110_ex3-4.htm |
EX-10.2 - CENTRAL ENERGY PARTNERS LP | v207110_ex10-2.htm |
EX-10.1 - CENTRAL ENERGY PARTNERS LP | v207110_ex10-1.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 28, 2010
Central
Energy Partners LP
(Exact name of registrant as specified
in its charter)
Delaware
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000-50394
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20-0153267
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||
(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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8150
North Central Expressway
Suite
1525
Dallas,
Texas
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75206
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (214) 360-7480
Rio
Vista Energy Partners L.P.
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(Former
name or former address if changed since last
report.)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Employment
Agreements:
As more
fully described in Item 5.02 below, on December 28, 2010, Rio Vista GP LLC (the
“General Partner”), general partner of Rio Vista Energy Partners L.P. (“Rio
Vista”), entered into employment agreements with each of Imad Anbouba and Carter
R. Montgomery, each of whom are currently serving as Co-Presidents of the
General Partner.
Amendment
to Amended and Restated Limited Liability Company Agreement of Rio Vista GP
LLC
As more
fully described in Item 5.03 and Item 8.01 below, on December 28, 2010, the
Board of Managers (the “Board of Managers”) of the General Partner and Central
Energy LP, the sole member of the General Partner, approved an amendment (the
“First Amendment”) to the Amended and Restated Limited Liability Company
Agreement of Rio Vista GP LLC (the “Operating Agreement”).
Amendment
to First Amended and Restated Agreement of Limited Partnership of Rio Vista
Energy Partners L.P.
As more
fully described in Item 5.03 and Item 8.01 below, on December 28, 2010, Central
Energy GP LLC (“Central GP”, formerly known as Rio Vista GP LLC), the general
partner of Rio Vista, and the limited partners of Rio Vista entered into a
second amendment (the “Second Amendment”) to the First Amended and Restated
Agreement of Limited Partnership of Rio Vista Energy Partners L.P. (the
“Partnership Agreement”).
A copy of
the above referenced agreements are included as exhibits to this Form 8-K and
are incorporated by reference into this Item 1.01. The foregoing summary of
certain provisions of these documents are qualified in their entirety by
reference thereto. The disclosures set forth in each of Item 5.02,
Item 5.03 and Item 8.01 are incorporated by reference into this Item
1.01.
Item
3.03.
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Material
Modification to Rights of Security
Holders.
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On
December 28, 2010, Central GP, the general partner of Rio Vista, and the limited
partners of Rio Vista entered into the Second Amendment to the Partnership
Agreement. Under the terms of the Second Amendment, the Partnership
Agreement was amended as follows:
Amendment of Section 1.1 of
the Partnership Agreement. The defined terms “Common Unit
Arrearage” and “Cumulative Common
Unit Arrearage” in Section 1.1 of the Partnership Agreement were amended,
effective as of November 17, 2010, to read as follows:
“Common Unit
Arrearage” means, with respect to any Common Unit, whenever issued,
commencing with the Quarter beginning October 1, 2011, the excess, if any, of
(a) the Minimum Quarterly Distribution with respect to a Common Unit in respect
of such Quarter over (b) the sum of all Available Cash distributed with respect
to a Common Unit in respect of such Quarter pursuant to Section
6.4(a)(i).
“Cumulative Common
Unit Arrearage” means, with respect to any Common Unit, whenever issued,
and as of the end of any Quarter commencing with the Quarter ending March 31,
2012, the excess, if any, of (a) the sum resulting from adding together the
Common Unit Arrearage as to such Common Unit for each Quarter ending on or
before the last day of such Quarter over (b) the sum of any distributions
theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of
Section 6.5 with respect to such Common Unit (including any distributions to be
made in respect of the last of such Quarters).
The
effect of this amendment will be that Rio Vista will not be obligated to make
any further distributions of Common Unit Arrearages or Cumulative Common Unit
Arrearages pursuant to Section 6.4(a)(ii) and Section 6.5 of the Partnership
Agreement in respect of any quarter prior to the quarter beginning October 1,
2011, and, at such time and thereafter, the calculation of any Cumulative Common
Unit Arrearage will not include Common Unit Arrearages for quarters ending prior
to October 1, 2011.
In
accordance with the provisions of the Partnership Agreement, the actions
pursuant to the Second Amendment were approved by a majority of the holders of
the Common Units (as defined in the Partnership Agreement) of Rio
Vista.
A copy of
the above referenced agreement is included as an exhibit to this Form 8-K and is
incorporated by reference into this Item 3.03. The foregoing summary of certain
provisions of this document is qualified in their entirety by reference
thereto.
Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Employment
Agreements
On
December 28, 2010, the General Partner entered into employment agreements with
each of Imad Anbouba and Carter R. Montgomery, each of whom currently serve as
Co-Presidents of the General Partner. The terms of Mr. Anbouba’s
employment agreement and Mr. Mongomery’s employment agreement are substantially
the same and are referred to collectively as the “Employment
Agreements”. The general provisions of the Employment Agreements are
summarized below:
1.
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The
term of employment will be for a period of three years unless terminated,
renegotiated and/or the occurrence of an event as more fully described in
the Employment Agreements.
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2.
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Each
employee will serve as
Co-President.
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3.
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Each
employee will receive an annual salary of $80,000 which may be adjusted
upward from time to time as determined by the Board of
Managers.
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4.
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Each
employee may receive bonuses, commissions or other discretionary
compensation payments, if any, as the Board of Managers may determine to
award from time to time.
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5.
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Each
employee shall be entitled to five weeks of paid vacation during each 12
month period of employment beginning upon the effective date of the
Employment Agreements.
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6.
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Each
employee will be entitled to other customary benefits including
participation in pension plans, health benefit plans and other
compensation plans as provided by the General
Partner.
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7.
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The
Employment Agreements shall terminate (a) upon death, (b) at any time upon
notice from the General Partner for cause as more fully defined in the
Employment Agreements, (c) by the General Partner, without cause, upon 30
days advance notice to employee, or (d) by the employee at any time for
Good Reason (as more fully defined in the Employment Agreements) or (e)
without Good Reason (as more fully defined in the Employment Agreements)
upon 30 days advance notice to the General
Partner.
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In the
event the employee is terminated pursuant to (c), (d) above and/or the General
Partner provides written notice of its intention not to renew the Employment
Agreements, then the employee shall be entitled to receive among other things,
(a) all accrued and unpaid salary, expenses, vacation, bonuses and incentives
awarded prior to termination date (and all non-vested benefits shall become
immediately vested), (b) severance pay equal to thirty-six (36) months times the
employee’s current base monthly salary and (c) for a period of twenty-four (24)
months following termination, continuation of all employee benefit plans and
health insurance as provided prior to termination.
A copy of
the above referenced agreements are included as exhibits to this Form 8-K and
are incorporated by reference into this Item 5.02. The foregoing summary of
certain provisions of these documents are qualified in their entirety by
reference thereto.
Item
5.03.
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Amendments
to the Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Rio
Vista GP LLC Operating Agreement:
On
December 28, 2010, the Board of Managers of the General Partner and Central
Energy LP, the sole member of the General Partner, approved the First Amendment
to the Operating Agreement. Under the terms of the First Amendment, the
Operating Agreement was amended as follows:
1.
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Amendment of Name of
Company. The name of the General Partner was amended to
Central Energy GP LLC and each reference to “Rio Vista GP LLC” in the
Operating Agreement was amended to be a reference to the new name of the
General Partner, to wit, “Central Energy GP
LLC”.
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2.
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Amendment of Section
5.2(a) of the Operating Agreement. The first sentence of
Section 5.2(a) of the Operating Agreement was amended to read as
follows:
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“The
Board of Managers shall consist of a number of Managers determined by a Majority
Interest from time to time: provided; that the Board of Managers may not consist
of less than two Managers.”
Rio
Vista Energy Partners L.P. Partnership Agreement:
On
December 28, 2010, the General Partner and the limited partners of Rio Vista
entered into the Second Amendment to the Partnership Agreement. Under
the terms of the Second Amendment, the Partnership Agreement was amended as
follows:
1.
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Amendment of Name of
Partnership. The name of Rio Vista was amended to
“Central Energy Partners LP” and each reference to “Rio Vista Energy
Partners, L.P.” in the Partnership Agreement was amended to be a reference
to the new name of Rio Vista, to wit, “Central Energy Partners,
LP”
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2.
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Amendment of Name of
General Partner. Each reference in the Partnership
Agreement to “Rio Vista GP LLC” was amended to be a reference to the new
name of the General Partner, to wit, “Central Energy GP
LLC”.
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3.
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Amendment of Section
1.1 of the Partnership Agreement. The defined terms
“Common Unit
Arrearage” and “Cumulative
Common Unit Arrearage” in Section 1.1 of the Partnership Agreement
were amended, effective as of November 17, 2010, to read as
follows:
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“Common Unit
Arrearage” means, with respect to any Common Unit, whenever issued,
commencing with the Quarter beginning October 1, 2011, the excess, if any, of
(a) the Minimum Quarterly Distribution with respect to a Common Unit in respect
of such Quarter over (b) the sum of all Available Cash distributed with respect
to a Common Unit in respect of such Quarter pursuant to Section
6.4(a)(i).
“Cumulative Common
Unit Arrearage” means, with respect to any Common Unit, whenever issued,
and as of the end of any Quarter commencing with the Quarter ending March 31,
2012, the excess, if any, of (a) the sum resulting from adding together the
Common Unit Arrearage as to such Common Unit for each Quarter ending on or
before the last day of such Quarter over (b) the sum of any distributions
theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of
Section 6.5 with respect to such Common Unit (including any distributions to be
made in respect of the last of such Quarters).
The
effect of this amendment will be that Rio Vista will not be obligated to make
any further distributions of Common Unit Arrearages or Cumulative Common Unit
Arrearages pursuant to Section 6.4(a)(ii) and Section 6.5 of the Partnership
Agreement in respect of any quarter prior to the quarter beginning October 1,
2011, and, at such time and thereafter, the calculation of any Cumulative Common
Unit Arrearage will not include Common Unit Arrearages for quarters ending prior
to October 1, 2011.
In
accordance with the provisions of the Partnership Agreement, the actions
pursuant to the Second Amendment were approved by a majority of the holders of
the Common Units of Rio Vista.
A copy of
the above referenced agreements are included as exhibits to this Form 8-K and
are incorporated by reference into this Item 5.03. The foregoing summary of
certain provisions of these documents are qualified in their entirety by
reference thereto.
Item
8.01. Other Events.
In
connection with Item 5.03 above, the Amendment to Certificate of Formation of
Rio Vista GP LLC (the “GP Amendment”) provides for the change in name of Rio
Vista GP LLC to Central Energy GP LLC. The GP Amendment was filed
with the State of Delaware on December 29, 2010.
In
connection with Item 5.03 above, the Amendment to Certificate of Limited
Partnership of Rio Vista Energy Partners L.P. (the “LP Amendment”) provides for
the change in name of Rio Vista Energy Partners L.P. to Central Energy Partners
LP. The LP Amendment was filed with the State of Delaware on December
29, 2010. In connection with the name change, Central Energy Partners
LP intends to change the current ticker symbol “RVEP” to a name more synonymous
with the new name in the near future.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed with this report:
3.1
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First
Amendment to the Amended and Restated Limited Liability Company Agreement
of Rio Vista GP LLC, dated December 28,
2010.
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3.2
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Amendment
to Certificate of Formation of Rio Vista GP LLC, dated December 28,
2010.
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3.3
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Second
Amendment to the First Amended and Restated Agreement of Limited
Partnership of Rio Vista Energy Partners L.P., dated December 28,
2010.
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3.4
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Amendment
to Certificate of Limited Partnership of Rio Vista Energy Partners L.P.,
dated December 28, 2010.
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10.1
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Employment
agreement between Rio Vista GP LLC and Imad Anbouba, dated December 28,
2010.
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10.2
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Employment
agreement between Rio Vista GP LLC and Carter R. Montgomery, dated
December 28, 2010.
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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 hereunto
duly authorized.
CENTRAL
ENERGY PARTNERS L.P.
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||||||
By:
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Central
Energy GP LLC, its
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|||||
General
Partner
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By:
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/s/
Ian T. Bothwell
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Name:
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Ian
T. Bothwell
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Title:
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Executive Vice
President, Chief Financial Officer and Secretary (Principal Financial and
Accounting Officer)
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Date:
January 4, 2011
EXHIBIT
INDEX
Exhibit
No.
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Description
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3.1
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First
Amendment to the Amended and Restated Limited Liability Company Agreement
of Rio Vista GP LLC, dated December 28, 2010.
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3.2
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Amendment
to Certificate of Formation of Rio Vista GP LLC, dated December 28,
2010.
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3.3
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Second
Amendment to the First Amended and Restated Agreement of Limited
Partnership of Rio Vista Energy Partners L.P., dated December 28,
2010.
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3.4
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Amendment
to Certificate of Limited Partnership of Rio Vista Energy Partners L.P.,
dated December 28, 2010.
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10.1
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Employment
agreement between Rio Vista GP LLC and Imad Anbouba, dated December 28,
2010.
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10.2
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Employment
agreement between Rio Vista GP LLC and Carter R. Montgomery, dated
December 28,
2010.
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