Breitburn Energy Partners LP Announces Early Termination of HSR Act Waiting Period for Acquisition of QR Energy, LP
August 19 2014 - 12:32PM
Business Wire
Breitburn Energy Partners LP (NASDAQ:BBEP) and QR Energy, LP
(NYSE: QRE) today announced that they have received notification of
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
Breitburn’s proposed merger with QR Energy, thereby satisfying a
condition to the closing of the transaction. The transaction is
subject to other regulatory approvals and customary closing
conditions, including the approval of QR Energy unitholders, and is
expected to close in late 2014 or early 2015.
As previously announced on July 24, 2014, Breitburn and QR
Energy entered into a definitive merger agreement pursuant to which
Breitburn will acquire QR Energy in a unit-for-unit exchange
implying a transaction value of approximately $3.0 billion,
including QR Energy’s existing net debt and outstanding Class C
Convertible Preferred Units. This combination will result in
Breitburn becoming the largest, oil-weighted upstream oil and gas
master limited partnership with a pro forma enterprise value of
approximately $7.8 billion and current average daily production of
approximately 57,300 boe/d.
About Breitburn Energy Partners
LP
Breitburn Energy Partners LP is a publicly-traded independent
oil and gas master limited partnership focused on the acquisition,
exploitation, development and production of oil and gas properties
throughout the United States. Breitburn’s producing and
non-producing crude oil and natural gas reserves are located in
Michigan, Oklahoma, Texas, Wyoming, California, Florida, Indiana
and Kentucky. See www.breitburn.com
for more information.
About QR Energy
QR Energy is a publicly traded partnership engaged in the
acquisition, production and development of onshore crude oil and
natural gas properties in the United States. QR Energy is
headquartered in Houston, Texas. For more information, visit QR
Energy’s website at www.qrenergylp.com.
Additional Information about the
Proposed Transactions and Where to Find It
In connection with the proposed transactions, Breitburn intends
to file with the SEC a registration statement on Form S-4 that will
include a prospectus of Breitburn and a proxy statement of QR
Energy. Each of Breitburn and QR Energy also plan to file other
relevant documents with the SEC regarding the proposed
transactions. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by Breitburn and QR Energy with the SEC at
the SEC’s website at www.sec.gov. You may also obtain these
documents by contacting Breitburn Investor Relations in writing at
515 S. Flower Street, Suite 4800, Los Angeles, CA, 90071, or via
e-mail by using the “Contact Form” located at the Investor
Relations tab at www.breitburn.com or by calling (213) 225-0390; or
by contacting QR Energy Investor Relations in writing at 1401
McKinney Street, Suite 2400, Houston, TX 77010, or via e-mail at
ir@qracq.com or by calling (713) 452-2990.
Participants in the
Solicitation
Breitburn and QR Energy and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transactions. Information about Breitburn’s
directors and executive officers is available in Breitburn’s proxy
statement dated April 25, 2014, for its 2014 Annual Meeting of
Unitholders. Information about QR Energy’s directors and executive
officers is available in QR Energy’s proxy statement dated February
3, 2014, for its Special Meeting of Unitholders held on March 10,
2014. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the proposed transactions when they
become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Breitburn or QR Energy using the
sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Cautionary Statement Regarding
Forward-Looking Information
This press release contains statements that Breitburn and QR
Energy believe to be “forward-looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934. All
statements other than historical facts, including, without
limitation, statements regarding the expected benefits of the
proposed transaction to Breitburn and QR Energy and their
unitholders, the anticipated completion of the proposed transaction
or the timing thereof, the expected future reserves, production,
financial position, business strategy, revenues, earnings, costs,
capital expenditures and debt levels of the combined company, and
plans and objectives of management for future operations, are
forward-looking statements. When used in this press release, words
such as we “may,” “can,” “expect,” “intend,” “plan,” “estimate,”
“anticipate,” “project,” “believe,” “will” or “should” or the
negative thereof or variations thereon or similar terminology are
generally intended to identify forward-looking statements. It is
uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations
and financial condition of Breitburn, QR Energy or of the combined
company. Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, such statements.
These risks and uncertainties include, but are not limited to:
the ability to obtain unitholder, court and regulatory approvals of
the proposed transaction; the ability to complete the proposed
transaction on anticipated terms and timetable; Breitburn’s and QR
Energy’s ability to integrate successfully after the transaction
and achieve anticipated benefits from the proposed transaction; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; risks relating to any unforeseen
liabilities of Breitburn or QR Energy; declines in oil, NGL or
natural gas prices; the level of success in exploitation,
development and production activities; adverse weather conditions
that may negatively impact development or production activities;
the timing of exploitation and development expenditures; the
ability to obtain sufficient quantities of CO2 necessary to carry
out EOR projects; inaccuracies of reserve estimates or assumptions
underlying them; revisions to reserve estimates as a result of
changes in commodity prices; impacts to financial statements as a
result of impairment write-downs; risks related to level of
indebtedness and periodic redeterminations of the borrowing base
under Breitburn’s credit agreement; ability to generate sufficient
cash flows from operations to meet the internally funded portion of
any capital expenditures budget; ability to obtain external capital
to finance exploitation and development operations and
acquisitions; federal, state and local initiatives and efforts
relating to the regulation of hydraulic fracturing; the ability to
successfully complete potential asset dispositions and the risks
related thereto; the impacts of hedging on results of operations;
failure of properties to yield oil or gas in commercially viable
quantities; uninsured or underinsured losses resulting from oil and
gas operations; inability to access oil and gas markets due to
market conditions or operational impediments; the impact and costs
of compliance with laws and regulations governing oil and gas
operations; ability to replace oil and natural gas reserves; any
loss of senior management or technical personnel; competition in
the oil and gas industry; risks arising out of hedging
transactions; and other risks described under the caption “Risk
Factors” in Breitburn’s and QR Energy’s Annual Reports on Form 10-K
for the period ended December 31, 2013. Breitburn and QR Energy
assume no obligation, and disclaim any duty, to update the
forward-looking statements in this press release to reflect
subsequent events or circumstances.
BBEP-IR
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Breitburn Energy Partners LPJames G. JacksonExecutive
Vice President andChief Financial OfficerorAntonio D’AmicoVice
PresidentInvestor Relations & Government Affairs(213)
225-0390orQR Energy, LPCedric W. BurgherChief Financial
Officer(713) 452-2200orJosh WannarkaDirector of Investor
Relations(713) 452-2990