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): October 18, 2005
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, SUITE 100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 October 18, 2005, Crosstex Energy, L.P. (the “Partnership”) entered into a privately
negotiated Senior Subordinated Series B Unit Purchase Agreement (the “Purchase Agreement”) with
Kayne Anderson MLP Investment Company, Kayne Anderson Energy Total Return Fund, Inc., Tortoise
Energy Capital Corporation, Tortoise Energy Infrastructure Corporation and Fiduciary/Claymore MLP
Opportunity Fund (collectively, the “Purchasers”) to issue and sell an aggregate of 2,850,165
senior subordinated Series B units representing limited partner interests of the Partnership (the
“Senior Subordinated Series B Units”) for an aggregate purchase
price of approximately $105 million (or $36.84 per unit). The purchase price
was negotiated by the Partnership and the Purchasers in an
arms-length negotiation.
The Purchase Agreement was entered into to partially finance the Partnership’s acquisition of
El Paso Corporation’s processing and liquids business in South Louisiana pursuant to that certain
Purchase and Sale Agreement, dated August 8, 2005, by and between the Partnership and El Paso
Corporation (the “El Paso Acquisition Agreement”). The Purchase Agreement is scheduled to close
concurrently with the closing of the El Paso Acquisition Agreement, which the Partnership expects
to occur later in the fourth quarter. The Purchase Agreement may be terminated if the closing of
the El Paso Acquisition Agreement does not occur on or before November 1, 2005. The closing of the
Purchase Agreement is conditioned upon the closing of the El Paso Acquisition Agreement and other
customary conditions to closing.
The Senior Subordinated Series B Units to be issued to the Purchasers under the Purchase
Agreement will automatically convert into common units representing limited partner interests of
the Partnership (the “Common Units”) on November 14, 2005 at a ratio of one Common Unit for each
Senior Subordinated Series B Unit. The Senior Subordinated Series B Units will not be entitled to
distributions of available cash from the Partnership until they convert into Common Units.
In connection with the closing of the Purchase Agreement, (i) the Partnership has agreed to
enter into a Registration Rights Agreement with the Purchasers relating to the registered resale of
the Common Units issuable upon conversion of the Senior Subordinated Series B Units purchased
pursuant to the Purchase Agreement and (ii) Crosstex Energy GP, LLC, the general partner of
Crosstex Energy GP, L.P., the general partner of the Partnership, will enter into the Fourth
Amended and Restated Agreement of Limited Partnership of the Partnership, which provides for the
rights and obligations of the Senior Subordinated Series B Units. Each of the Purchasers has
agreed not to sell any of the Senior Subordinated Series B Units or Common Units issuable upon
conversion of the Senior Subordinated Series B Units acquired under the Purchase Agreement until
the expiration of 135 days after the closing of the Purchase Agreement.
The description of the Purchase Agreement above does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of
2
which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
On October 18, 2005, the Partnership entered into a privately negotiated Purchase Agreement
with the Purchasers to issue and sell 2,850,165 Senior Subordinated Series B Units. Pursuant to
the terms of the Purchase Agreement, the Senior Subordinated Series B Units will be issued and sold
by the Partnership concurrently with the closing of the El Paso Acquisition Agreement in a private
transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.
For additional information about the Purchase Agreement, see Item 1.01 of this Current Report on
Form 8-K.
Item 7.01 Regulation FD Disclosure
On October 19, 2005, the Partnership issued a press release announcing that it had entered
into the Purchase Agreement with the Purchasers. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 are deemed to be
furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of
1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| EXHIBIT |
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DESCRIPTION |
10.1
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Senior Subordinated Series B Unit Purchase
Agreement, dated as of October 18, 2005, by
and among Crosstex Energy, L.P. and each of
the Purchasers set forth on Schedule A
thereto. |
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99.1
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Press release dated October 19, 2005. |
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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.
CROSSTEX ENERGY, L.P.
By: Crosstex Energy GP, L.P., its General Partner
By: Crosstex Energy GP, LLC, its General Partner
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Date: October 19, 2005
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By:
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/s/ William W. Davis |
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William W. Davis |
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Executive Vice President and |
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Chief Financial Officer |
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INDEX TO EXHIBITS
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
10.1
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Senior Subordinated Series B Unit Purchase
Agreement, dated as of October 18, 2005, by
and among Crosstex Energy, L.P. and each of
the Purchasers set forth on Schedule A
thereto. |
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99.1
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Press release dated October 19, 2005. |
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