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): March 13, 2006
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 |
(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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(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.
Senior Secured Notes
On March 13, 2006, Crosstex Energy, L.P. (the “Company”) entered into a Letter Amendment No. 3
to Amended and Restated Master Shelf Agreement (the “Letter Amendment No. 3”) with Prudential
Investment Management, Inc. and other holders of the Company’s senior secured notes. A copy of the
Letter Amendment No. 3 is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Letter
Amendment No. 3 increased the aggregate principal amount of senior secured notes issuable under the
agreement from $200.0 million to $260.0 million. In connection with the Letter Amendment No. 3, on
March 13, 2006, the Company issued $60.0 million aggregate principal amount of senior secured notes
with an interest rate of 6.32% and a maturity of ten years. The notes provide for a call premium
of 103.5% of par beginning three years after issuance at rates declining from 103.5% to 100.0%.
The notes are not callable prior to three years after issuance. The other material terms and
conditions of the Amended and Restated Master Shelf Agreement (the “Note Agreement”), including the
events of default, remained unchanged.
The senior secured notes represent our senior secured obligations and rank at least pari passu
in right of payment with the bank credit facility. The notes are secured, on an equal and ratable
basis with our obligations under the credit facility, by first priority liens on all of our
material pipeline, gas gathering and processing assets, all material working capital assets and a
pledge of all of our equity interests in certain of our subsidiaries. The notes are guaranteed by
our significant subsidiaries.
If an event of default resulting from bankruptcy or other insolvency events occurs, the senior
secured notes will become immediately due and payable. If any other event of default occurs and is
continuing, holders of more than 50.1% in principal amount of the outstanding notes may at any time
declare all the notes then outstanding to be immediately due and payable. If an event of default
relating to nonpayment of principal, make-whole amounts or interest occurs, any holder of
outstanding notes affected by such event of default may declare all the notes held by such holder
to be immediately due and payable.
Bank Credit Facility
With the execution of the Letter Amendment No. 3, on March 13, 2006, the First Amendment to
Fourth Amended and Restated Credit Agreement (the “First Amendment”), dated February 24, 2006, by
and among the Company, Bank of America, N.A., as administrative agent, and the banks party thereto,
became effective. A copy of the First Amendment is filed as Exhibit 10.2 to this Current Report on
Form 8-K. The First Amendment increased the permissible aggregate principal amount of senior
secured notes that can be outstanding under the Note Agreement from $200.0 million to $260.0
million and contained a consent to the issuance of the $60.0 million aggregate principal amount of
senior secured notes, described above. The other material terms and conditions of the Fourth
Amended and Restated Credit Agreement remained unchanged.
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The information provided in Item 1.01 to this Current Report on Form 8-K is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
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10.1
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Letter Amendment No. 3 to Amended and
Restated Master Shelf Agreement, dated as of
March 13, 2006, among Crosstex Energy, L.P.,
Prudential Investment Management, Inc. and
certain other parties. |
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10.2
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First Amendment to Fourth Amended and
Restated Credit Agreement, dated as of
February 24, 2006, among Crosstex Energy,
L.P., Bank of America, N.A. and certain other
parties. |