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): January 24, 2012

 

CROSSTEX ENERGY, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

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 (see General Instruction A.2. below):

 

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))

 

 

 

Item 1.01.                                          Entry into a Material Definitive Agreement.

 

Credit Agreement Amendment

 

On January 24, 2012, Crosstex Energy, L.P. (the “Partnership”) entered into a Third Amendment to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), which amended that certain Amended and Restated Credit Agreement, dated as of February 10, 2010 (the “Credit Agreement”), by and among the Partnership, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the other lenders party thereto, as amended by First Amendment to Amended and Restated Credit Agreement, dated as of May 2, 2011 (the “First Amendment”) and Second Amendment to Amended and Restated Credit Agreement, dated as of July 11, 2011 (the “Second Amendment,” and, together with the Credit Agreement, the First Amendment and the Credit Agreement Amendment, the “Amended Credit Agreement”). A copy of the Credit Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”).

 

The Credit Agreement Amendment amends the Credit Agreement to, among other things, (i) increase the borrowing capacity under the Credit Agreement from $485.0 million to $635.0 million, (ii) decrease the minimum permitted consolidated interest coverage ratio during certain fiscal quarters, (iii) increase the maximum permitted consolidated leverage ratio during certain fiscal quarters and (iv) subject to the terms of the Amended Credit Agreement, permit up to $100.0 million of future increases in the borrowing capacity under the Amended Credit Agreement.

 

Upon the closing of the Credit Agreement Amendment, the Partnership had approximately $89.0 million of outstanding borrowings and $69.0 million of outstanding letters of credit under the Amended Credit Agreement, leaving the Partnership with approximately $477.0 million available capacity for additional borrowings and letters of credit under the Amended Credit Agreement.

 

The description set forth above is qualified in its entirety by (i) the Credit Agreement Amendment, which is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference, (ii) the Credit Agreement, which is filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on February 16, 2010, (iii) the First Amendment, which is filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on May 3, 2011 and (iv) the Second Amendment, which is filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on July 12, 2011.

 

Indenture

 

On January 24, 2012, the Partnership, Crosstex Energy Finance Corporation (“FinCo” and, together with the Partnership, the “Issuers”), the party identified under the caption “Guarantor” on the signature page thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”) entered into a Supplemental Indenture, dated January 24, 2012 and effective as of December 28, 2010 (the “Supplemental Indenture”), to the Indenture, dated as of February 10, 2010 (the “Indenture”), among the Issuers, certain subsidiary guarantors and the

 

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Trustee, which governs the Issuers’ 8.875% senior unsecured notes due 2018 (the “Notes”). The Supplemental Indenture amends the Indenture to add Crosstex Louisiana Gathering, LLC as a guarantor of the Notes in order to satisfy the Issuers’ obligation to add as a guarantor of the Notes certain subsidiaries of the Partnership that guarantee any other indebtedness of the Issuers. A copy of the Supplemental Indenture is filed as Exhibit 4.1 to this Current Report.

 

Item 2.03.                                          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 of this Current Report is incorporated herein by reference.

 

Item 7.01.                                          Regulation FD Disclosure.

 

On January 24, 2012, the Partnership issued a press release (the “Press Release”) announcing the completion of the Credit Agreement Amendment.  A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information set forth in Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Item 9.01.                                          Financial Statements and Exhibits.

 

(d)           Exhibits.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

 

EXHIBIT NUMBER				DESCRIPTION
4.1		—		Supplemental Indenture, dated as of January 24, 2012 and effective as of December 28, 2010, to the indenture governing the Issuers’ 8.875% senior unsecured notes due 2018, dated as of February 10, 2010, by and among Crosstex Energy, L.P., Crosstex Energy Finance Corporation, the Guarantor named therein and Wells Fargo Bank, National Association, as trustee.
10.1		—		Third Amendment to Amended and Restated Credit Agreement dated as of January 24, 2012, by and among Crosstex Energy, L.P., Bank of America, N.A., as Administrative Agent and L/C Issuer, and the other lenders party thereto.
99.1		—		Press Release dated January 24, 2012.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership 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, LLC, its General Partner
Date: January 24, 2012	By:	/s/ Michael J. Garberding
		Michael J. Garberding
		Senior Vice President and
		Chief Financial Officer

 

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INDEX TO EXHIBITS

 

EXHIBIT NUMBER				DESCRIPTION
4.1		—		Supplemental Indenture, dated as of January 24, 2012 and effective as of December 28, 2010, to the indenture governing the Issuers’ 8.875% senior unsecured notes due 2018, dated as of February 10, 2010, by and among Crosstex Energy, L.P., Crosstex Energy Finance Corporation, the Guarantor named therein and Wells Fargo Bank, National Association, as trustee.
10.1		—		Third Amendment to Amended and Restated Credit Agreement dated as of January 24, 2012, by and among Crosstex Energy, L.P., Bank of America, N.A., as Administrative Agent and L/C Issuer, and the other lenders party thereto.
99.1		—		Press Release dated January 24, 2012.

 

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