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 1, 2013

 

CROSSTEX ENERGY, L.P.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

000-50067

 

16-1616605

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File
Number)

 

(I.R.S. Employer Identification No.)

 

2501 CEDAR SPRINGS

DALLAS, TEXAS

 

75201

(Address of Principal Executive Offices)

 

(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 (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 8.01.                                        Other Events

 

On May 8, 2012, Crosstex Energy, L.P. (the “Partnership”) filed a Current Report on Form 8-K in connection with the acquisition by a subsidiary of the Partnership of all of the issued and outstanding common stock of Clearfield Energy, Inc. (together with its subsidiaries, the “Clearfield entities”). On July 2, 2012, the acquisition was completed, and the Clearfield entities became indirectly wholly-owned subsidiaries of the Partnership.  On August 1, 2012, the Partnership filed an amended Current Report on Form 8-K/A, which provided unaudited pro forma combined financial statements of the Partnership as of and for the three months ended March 31, 2012 and for the twelve months ended December 31, 2011, including the notes thereto, as well as the audited financial statements of the Clearfield entities as of and for the twelve months ended March 31, 2012, including the notes thereto. On December 7, 2012, the Partnership filed a Current Report on Form 8-K, which provided unaudited pro forma combined financial statements of the Partnership for the nine months ended September 30, 2012, including the notes thereto.  The Partnership is filing this Current Report on Form 8-K to provide certain full year 2012 additional pro forma financial information giving effect to the acquisition.

 

Item 9.01.                                        Financial Statements and Exhibits

 

(b)           Pro Forma Financial Information.

 

The unaudited pro forma combined statement of operations of the Partnership for the year ended December 31, 2012, including the notes thereto, is filed herewith as Exhibit 99.1.

 

(d)           Exhibits.

 

EXHIBIT
NUMBER

 

DESCRIPTION

99.1

Unaudited Pro Forma Financial Statements of Crosstex Energy, L.P.

 

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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: March 1, 2013

By:

/s/ Michael J. Garberding

 

 

Michael J. Garberding

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

EXHIBIT
NUMBER

 

DESCRIPTION

99.1

Unaudited Pro Forma Financial Statements of Crosstex Energy, L.P.

 

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