Breitburn Energy Partners Files Resale Shelf Registration Statement on Behalf of Certain Existing Breitburn Unitholders
January 08 2015 - 10:04PM
Business Wire
Breitburn Energy Partners LP (NASDAQ:BBEP) announced that,
pursuant to its obligations under an agreement entered into in July
in connection with the acquisition of QR Energy, LP (QRE), it filed
a resale shelf registration statement on Form S-3 (Registration
Statement) with the Securities and Exchange Commission (SEC) today.
The Registration Statement deals solely with Breitburn units that
were issued to certain prior unitholders of QRE in November at the
closing of the QRE acquisition. Once declared effective, the
Registration Statement will provide certain existing unitholders
(Existing Unitholders) with an additional optional method for
reselling their common units in the future should they choose.
Under the agreement with QRE, the Existing Unitholders agreed that
under no circumstances would they sell any of their common units
prior to 120 days after the close of the QRE merger (i.e., March
19, 2015).
The Existing Unitholders received their common units covered by
the Registration Statement in connection with Breitburn’s
acquisition of QRE on November 19, 2014. Breitburn is not a seller
of common units under the Registration Statement and would not
receive any proceeds from the sale of common units by the Existing
Unitholders if a sale were to occur. No new Breitburn units are
being issued or offered under the Registration Statement.
Cautionary Statement Regarding
Effectiveness
Assuming that the SEC declares the Registration Statement to be
effective, the Existing Unitholders may offer Breitburn common
units to the public, if they choose, after March 19, 2015, under
the Registration Statement. If the Existing Unitholders offer the
common units through an underwritten offering, Breitburn will make
a subsequent filing with the SEC setting forth the terms of the
underwritten offering. Any offer to sell the common units, if and
when such an offer is made, will be made pursuant to a prospectus
or a prospectus supplement that will be issued with respect to any
such offering.
The Registration Statement has been filed with the SEC, but is
not yet effective. The securities registered under the Registration
Statement may not be sold, nor may offers to buy be accepted, prior
to the time the Registration Statement becomes effective. This
press release is not intended to be and shall not constitute an
offer to sell, or the solicitation of an offer to buy, nor shall
there be any sale of the 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.
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 the following seven
producing areas: the Permian Basin, Michigan/Indiana/Kentucky,
Ark-La-Tex, the Mid-continent, the Rockies, Florida, and
California. See www.breitburn.com for more information.
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 QR Energy acquisition to
Breitburn and its unitholders, the expected future reserves,
production, financial position, business strategy, revenues,
earnings, costs, capital expenditures and debt levels of Breitburn,
and plans and objectives of management for future operations, are
forward-looking statements. When used in this press release, words
such as “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. 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:
Breitburn’s ability to integrate successfully after completion of
the transaction and achieve anticipated benefits from the
transaction; 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 enhanced oil recovery
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 natural gas in commercially
viable quantities; uninsured or underinsured losses resulting from
oil and natural gas operations; inability to access oil and natural
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 natural gas industry; risks
arising out of hedging transactions; and other risks described
under the caption “Risk Factors” in Breitburn’s and QR Energy’s
respective Annual Reports on Form 10-K for the period ended
December 31, 2013. Breitburn assumes no obligation, and disclaims
any duty, to update the forward-looking statements in this press
release to reflect subsequent events or circumstances.
BBEP-IR
Breitburn Energy Partners LPAntonio D'AmicoVice President,
Investor Relations & Government AffairsorJessica TangInvestor
Relations Manager(213) 225-0390