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): November 15, 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 |
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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:
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))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On November 15, 2005, Crosstex Energy, L.P. (the “Partnership”) entered into an underwriting
agreement (the “Underwriting Agreement”) with respect to the issuance and sale in an underwritten
public offering (the “Offering”) by the Partnership of 3,500,000 common units representing limited
partner interests of the Partnership (“Common Units”). The underwriters were also granted an
option to purchase up to an additional 525,000 Common Units from the Partnership. The Common Units
to be sold in the Offering were registered under the Securities Act
of 1933, as amended (the “Securities Act”), pursuant
to a shelf registration statement on Form S-3 (File No. 333-116538). The closing of the Offering
is expected to occur on November 21, 2005. The foregoing description is qualified in its entirety
by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference.
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| Item 3.02 |
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Unregistered Sales of Equity Securities. |
As previously reported on the Partnership’s Current Report on Form 8-K dated November 1, 2005,
the Partnership completed the sale of 2,850,165 senior subordinated Series B units representing
limited partner interests of the Partnership (the “Senior Subordinated Series B Units”) to certain
purchasers pursuant to a private placement transaction on November 1, 2005. On November 14, 2005,
the Senior Subordinated Series B Units automatically converted into Common Units at a ratio of one
Common Unit for each Senior Subordinated Series B Unit. The Common Units were issued pursuant to
an exemption from registration provided by Section 3(a)(9) of the Securities Act.
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| Item 7.01 |
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Regulation FD Disclosure. |
On November 15, 2005, the Partnership issued a press release announcing the pricing of the
Common Units to be issued and sold pursuant to the Common Unit Offering. 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.