Breitburn Energy Partners Provides Update on QR Energy Acquisition
October 20 2014 - 8:30AM
Business Wire
Breitburn Energy Partners LP (NASDAQ:BBEP) today announced that
the Registration Statement on Form S-4 concerning Breitburn’s
acquisition of QR Energy, LP (NYSE:QRE) was declared effective by
the Securities and Exchange Commission (SEC) on October 17, 2014.
QR Energy will hold a special meeting of its unitholders on
November 18, 2014, at 2:00 p.m., Central Time, at the Four Seasons
Hotel, 1300 Lamar Street, Houston, Texas. QR Energy unitholders of
record at the close of business on October 13, 2014, will be
entitled to receive notice of the special meeting and to vote at
the special meeting.
The transaction, which was announced on July 24, 2014, was
unanimously approved by the boards of directors of Breitburn and QR
Energy. In addition, certain QR Energy unitholders owning
approximately 37% of the votes of the outstanding QR Energy units
have agreed to vote in favor of the transaction. Completion of the
transaction is subject to the approval of QR Energy unitholders and
customary closing conditions. The transaction is expected to close
in late November.
About Breitburn Energy Partners
LP
Breitburn Energy Partners LP is a publicly traded independent
oil and gas master limited partnership focused on the acquisition,
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.
Additional Information about the
Proposed Transaction and Where to Find It
In connection with the proposed transaction, Breitburn has filed
with the SEC a registration statement on Form S-4 that includes a
prospectus of Breitburn and a proxy statement of QR Energy. Each of
Breitburn and QR Energy also filed other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You
may obtain a free copy of the proxy statement/prospectus 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 transaction. 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 that
have been filed with the SEC regarding the proposed transaction.
Investors should read the proxy statement/prospectus carefully
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 believes
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
Breitburn Energy Partners LPJames G. Jackson,
213-225-0390Executive Vice President andChief Financial
OfficerorAntonio D’Amico, 213-225-0390Vice PresidentInvestor
Relations & Government Affairs