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): August 28, 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)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2501 CEDAR SPRINGS
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:
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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)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On August 28, 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 KM Treating
GP LLC, a subsidiary of Kinder-Morgan Energy Partners, L.P. (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 natural gas treating
business, consisting of all of the partnership interests of Crosstex Treating Services, L.P. (the
“Transferred Assets”), and the Purchaser has agreed to purchase the Transferred Assets (the
“Transaction”) for a purchase price of $266 million, in cash, subject to certain adjustments as
provided for in the Purchase Agreement. The Transaction is expected to close in the fourth quarter
of 2009.
The Purchase Agreement contains customary representations, warranties, covenants, and
indemnities, including a “no shop” provision in favor of the Purchaser. The Purchase Agreement is
also subject to customary closing conditions, including the approval of the lenders under the
Partnership’s revolving credit and senior note agreements and the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There can be no
assurance as to whether any 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 2 years after the closing, neither the Sellers nor their affiliates
will engage in the business of natural gas treating services.
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 December 1, 2009.
The Partnership has guaranteed the obligations of the Sellers under the
Purchase Agreement.
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 exhibit 2.1 hereto.
Item 7.01. Regulation FD Disclosure.
On August 31, 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 99.1 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”).