0001140361-14-043147.txt : 20141121 0001140361-14-043147.hdr.sgml : 20141121 20141121180939 ACCESSION NUMBER: 0001140361-14-043147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141119 FILED AS OF DATE: 20141121 DATE AS OF CHANGE: 20141121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QR Energy, LP CENTRAL INDEX KEY: 0001502012 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 900613069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2230 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QAB Carried WI, LP CENTRAL INDEX KEY: 0001508336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35010 FILM NUMBER: 141244072 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2200 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 doc1.xml FORM 4 X0306 4 2014-11-19 0 0001502012 QR Energy, LP QRE 0001508336 QAB Carried WI, LP 1401 MCKINNEY STREET SUITE 2400 HOUSTON TX 77010 0 0 0 1 Fund Entity Class C Units 2014-11-19 4 D 0 9246 D 0 D Common Units 2014-11-19 4 D 0 2405 D 0 D Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Upon the November 19, 2014 closing of the Merger, each of the Class C Convertible Preferred units of the Partnership ("Class C Units") issued and outstanding immediately prior to the closing was converted into the right to receive cash in an amount equal to (i) $350 million divided by (ii) the number of Class C Units outstanding immediately prior to the closing Pursuant to the Agreement and Plan of Merger dated as of July 23, 2014 (the "Merger Agreement"), by and among QR Energy, LP (the "Partnership"), QRE GP, LLC, Breitburn Energy Partners LP ("Breitburn"), Breitburn GP LLC, and Boom Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership surviving the Merger and continuing as a wholly-owned subsidiary of Breitburn. Upon the November 19, 2014 closing of the Merger, each common unit of the Partnership was converted into the right to receive 0.9856 Breitburn common units, or in the case of fractional Breitburn units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Breitburn unit multiplied by (ii) the average closing price for a Breitburn unit as reported on the NASDAQ for the ten consecutive full trading days ending at the close of trading on the full trading day immediately preceding Nov. 19, 2014. Gregory S. Roden 2014-11-21