Exhibit (a)(1)(E)
FORM OF
COVER LETTER TO ELIGIBLE OPTIONHOLDERS REGARDING THE
OFFER TO EXCHANGE ELIGIBLE OPTIONS
May 13, 2009
Name
Address
Address
Dear (Name),
As a holder of options to purchase common units representing limited partner interests of Crosstex
Energy, L.P. (the “Partnership”), the Partnership is offering you the opportunity to participate in
an option exchange program pursuant to which you may elect to exchange your current outstanding
options with an exercise price equal to or greater than $10.00 per common unit (“Eligible Options”)
for replacement options to purchase a lesser number of common units with a lower exercise price
(the “Offer”).
We have filed a tender offer statement with the U.S. Securities and Exchange Commission relating to
the Offer. The Offer is officially open as of May 13, 2009 and is scheduled to expire at 5:00 p.m.
CDT on June 11, 2009, unless extended by us. Included with this package are important materials
containing the details of the Offer, including:
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a copy of the Offer to Exchange Certain Outstanding Options to Purchase Common Units
for Replacement Options to Purchase Common Units, dated May 13, 2009 (the “Offer to
Exchange”); |
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a copy of the Letter of Transmittal; and |
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a copy of the Withdrawal Form. |
The Offer is being made upon the terms and subject to the conditions of the Offer to Exchange.
Please read the Offer to Exchange and the other materials provided to you in connection with the
Offer carefully. Please note that the Offer will expire at 5:00 p.m. CDT on June 11, 2009.
A summary of the Eligible Options that you hold follows:
Eligible Option Summary
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Exercise |
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Total Options |
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Price |
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Granted |
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Exercised |
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Outstanding |
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Total Eligible Options |
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The number of common units subject to each replacement option will be determined based on a
three-for-one exchange ratio. The exercise price of the replacement options will be equal to the
greater of (i) $3.00, (ii) 120% of the average closing sales price of our common units on the
Nasdaq Global Select Market (“Nasdaq”) for the five trading days prior to the date of grant of the
replacement options or (iii) the closing sales price of our common units on the Nasdaq on the date
of grant of the replacement options. If you elect to participate in the exchange, you will receive
unvested replacement options to purchase common units with respect to your Eligible Options (some
of which may be currently vested). The replacement options will vest over two years, in two equal
installments beginning 12 months after the date of grant.
If you elect to exchange any Eligible Options with an exercise price equal to $10.00, you must
exchange all of your Eligible Options with an exercise price equal to $10.00. If you elect to
exchange any Eligible Options with an exercise price greater than $10.00, you must exchange all of
your Eligible Options with an exercise price greater that $10.00. To be eligible to receive
replacement options in exchange for you Eligible Options, you must be an eligible employee of
Crosstex Energy GP, LLC, the general partner of Crosstex Energy GP, L.P., the general partner of
the Partnership, or one of its affiliates continuously from May 13, 2009 until the date replacement
options are granted, currently anticipated to be June 11, 2009.
If you wish to participate in the exchange program, you must complete and sign the enclosed Letter
of Transmittal in accordance with its instructions. You may return the completed Letter of
Transmittal by facsimile to (214) 721-9383, by e-mail (with the completed Letter of Transmittal
scanned and attached) to stacy.cardwell@crosstexenergy.com, or by regular mail or hand delivery to
Crosstex Energy, L.P., Attention: Stacy Cardwell, 2501 Cedar Springs Rd., Dallas, Texas 75201.
Elections must be received by us by 5:00 p.m. CDT on June 11, 2009 if you would like to
participate in the Offer.
If you do not wish to accept the Offer, no action is required on your part.
This letter is intended as a brief overview of the option exchange program. Should you have
additional questions, please do not hesitate to contact me directly.
Regards,
Stacy N. Cardwell
Compensation Specialist
Human Resources