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): June 9, 2009
CROSSTEX ENERGY, L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-50067
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16-1616605 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer Identification No.) |
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| 2501 CEDAR SPRINGS |
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| DALLAS, TEXAS
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75201 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 953-9500
(Former name or former
address, if changed since last report)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On June 9, 2009, Crosstex Energy Services, L.P. and Crosstex Energy Services GP, LLC
(collectively, the “Sellers”), subsidiaries of Crosstex Energy, L.P. (the “Partnership”), entered
into a Partnership Interest Purchase and Sale Agreement (the “Purchase Agreement”) with Southcross
Energy LLC (the “Purchaser”), pursuant to which, upon the terms and subject to the conditions set
forth in the Purchase Agreement, the Sellers have agreed to sell the Partnership’s Mississippi,
Alabama and South Texas assets, consisting of all of the partnership interests of Crosstex CCNG
Gathering, Ltd., Crosstex CCNG Transmission Ltd., Crosstex Gulf Coast Transmission Ltd., Crosstex
Mississippi Pipeline, L.P., Crosstex Mississippi Gathering, L.P., Crosstex Mississippi Industrial
Gas Sales, L.P., Crosstex Alabama Gathering System, L.P., Crosstex Midstream Services, L.P.,
Javelina Marketing Company Ltd., and Javelina NGL Pipeline Ltd. (the “Transferred Assets”), and the
Purchaser has agreed to purchase the Transferred Assets (the “Transaction”) for a purchase price of
$220 million, in cash, subject to certain adjustments as provided for in the Purchase Agreement.
The Transaction is expected to close on or about July 31, 2009.
The Purchase Agreement contains customary representations, warranties, covenants, and
indemnities and is subject to customary closing conditions, including the approval of the lenders
under the Partnership’s revolving credit and senior note
agreements, the expiration or termination
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and certain other governmental approvals.
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired, but there can be
no assurance as to whether any other government or other third party approvals or reviews can be obtained or
completed within the time frame specified above, if at all.
Subject
to certain exceptions, under the terms of the Purchase Agreement, the Sellers have agreed that, for a period of 1
year after the closing, they will not engage in the business of gas gathering, gas transportation
or gas processing (but excluding gas treating or dew point control) within a radius of ten miles
from any gas processing plant or pipeline that is part of the Transferred Assets on the date of
closing.
The Purchase Agreement may be terminated for specified reasons, including by either the
Purchaser or the Sellers if the Transaction does not close on or
before August 24, 2009. Subject to the payment of a termination
fee, the Purchaser may terminate the Purchase Agreement at any time.
As contemplated by the Purchase Agreement, following the closing of the Transaction, the
Sellers will provide to the Purchaser certain services on a transitional basis.
The foregoing includes a summary of certain of the principal provisions of the Purchase
Agreement. This summary does not purport to be complete and is qualified in its entirety by
reference to the text of the Purchase Agreement, which is attached as an exhibit hereto.
Item 7.01. Regulation FD Disclosure.
On June 10, 2009, the Partnership issued a press release announcing the disposition of the
Transferred Assets. A copy of the press release is furnished as an exhibit to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in
the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
In accordance with General
Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit
99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act.
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EXHIBIT
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DESCRIPTION |
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2.1
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Partnership Interest Purchase and Sale Agreement,
dated as of June 9, 2009, among Crosstex Energy
Services, L.P., Crosstex Energy Services GP, LLC,
Crosstex CCNG Gathering, Ltd., Crosstex CCNG
Transmission Ltd., Crosstex Gulf Coast
Transmission Ltd., Crosstex Mississippi Pipeline,
L.P., Crosstex Mississippi Gathering, L.P.,
Crosstex Mississippi Industrial Gas Sales, L.P.,
Crosstex Alabama Gathering System, L.P., Crosstex
Midstream Services, L.P., Javelina Marketing
Company Ltd., Javelina NGL Pipeline Ltd. and
Southcross Energy LLC. |
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99.1
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Press Release dated June 10, 2009. |