Attached files
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)
February 10, 2011 (February 8, 2011)
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
(Registrants 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 1.01 Entry into a Material Definitive Agreement
On February 8, 2011, BreitBurn Energy Partners L.P. (the Partnership), a Delaware limited partnership, and BreitBurn GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., Wells Fargo Securities, LLC, RBC Capital Markets Corporation and Barclays Capital Inc., as representatives of the several underwriters set forth in Schedule 1 to the Underwriting Agreement (the Underwriters), relating to the public offering of 4,300,000 common units representing limited partner interests in the Partnership ( the Common Units) at a price to the public of $21.25 per unit (the Offering). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a 30-day option to purchase up to an additional 645,000 Common Units to cover over-allotments from the Partnership. On February 9, 2011, the Underwriters notified the Partnership of their exercise in full of their option to purchase additional Common Units.
The Partnership expects the transaction to close on February 11, 2011, subject to customary closing conditions. The Partnership expects to receive net proceeds from the Offering of approximately $100.1 million (after deducting underwriting discounts and commissions and estimated expenses) and intends to use the proceeds to repay indebtedness outstanding under its bank credit facility.
The Common Units to be issued pursuant to the Underwriting Agreement are registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-159888) filed on June 10, 2009, which was declared effective by the Securities and Exchange Commission on July 6, 2009.
The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and the General Partner, and customary conditions to closing, indemnification obligations of the Partnership, the General Partner and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the Securities Act), other obligations of the parties, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
Certain of the Underwriters and their respective affiliates have engaged, and may in the future engage, in various financial advisory, investment banking and commercial banking services in the ordinary course of their business for which they have received, and expect to receive, customary fees and expense reimbursement. Affiliates of certain of the Underwriters are lenders under the Partnerships bank credit facility.
ITEM 7.01 Regulation FD Disclosure.
On February 8, 2011, the Partnership announced that that it had priced its registered underwritten public offering of 4,300,000 Common Units at a price to the public of $21.25 per unit. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.
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ITEM 9.01 Financial Statements and Exhibits.
Exhibit No. |
Document | |
1.1 | Underwriting Agreement dated February 8, 2011, among BreitBurn Energy Partners L.P., BreitBurn GP, LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, RBC Capital Markets Corporation and Barclays Capital Inc., as representatives of the several underwriters set forth in Schedule 1 thereto. | |
5.1 | Opinion of Vinson & Elkins L.L.P. as to legality of the offered Common Units. | |
8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |
23.1 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1) | |
23.2 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1) | |
99.1 | Press Release of BreitBurn Energy Partners L.P. dated February 8, 2011. |
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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. | ||||||
By: | BREITBURN GP, LLC, | |||||
its general partner | ||||||
Dated: February 10, 2011 | By: | /s/ Gregory C. Brown | ||||
Gregory C. Brown | ||||||
General Counsel and Executive Vice President |
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EXHIBIT INDEX
Exhibit No. |
Document | |
1.1 | Underwriting Agreement dated February 8, 2011, among BreitBurn Energy Partners L.P., BreitBurn GP, LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, RBC Capital Markets Corporation and Barclays Capital Inc., as representatives of the several underwriters set forth in Schedule 1 thereto. | |
5.1 | Opinion of Vinson & Elkins L.L.P. as to legality of the offered Common Units. | |
8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |
23.1 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1) | |
23.2 | Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 8.1) | |
99.1 | Press Release of BreitBurn Energy Partners L.P. dated February 8, 2011. |
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