SC 13D/A 1 dp23140_sc13da11.htm FORM SC13-D/A
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 11) *



BreitBurn Energy Partners L.P.
(Name of Issuer)


Common Units
(Title of Class of Securities)


106776107
(CUSIP Number)


John C. Cirone
Quicksilver Resources Inc.
801 Cherry Street
Suite 3700, Unit 19
Fort Worth, Texas 76102
 (817) 665-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 15, 2011
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

CUSIP No. 106776107
13D
 Page 1 of 3 Pages

1
Name of Reporting Persons
 
Quicksilver Resources Inc.
   
2
Check the Appropriate Box if a Member of a Group
 
(a)
o
 
(b)
o
   
3
SEC Use Only
   
4
Source of Funds
 
OO
   
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
   
6
Citizenship or Place of Organization
 
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With   
7
Sole Voting Power
 
8,613,021 Common Units
   
8
Shared Voting Power
 
0
   
9
Sole Dispositive Power
 
8,613,021 Common Units
   
10
Shared Dispositive Power
 
0
   
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
8,613,021 Common Units
   
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares1
   
13
Percent of Class Represented by Amount in Row (11)
 
14.59%
   
14
Type of Reporting Person
 
CO
   

 
 
 
 
CUSIP No. 106776107
13D
 Page 2 of 3 Pages
 
 
The following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D filed by Quicksilver Resources Inc. with the SEC on January 17, 2008, as amended by that certain Amendment No. 1 to the Schedule 13D filed with the SEC on October 31, 2008, as amended by that certain Amendment No. 2 to the Schedule 13D filed with the SEC on December 23, 2008, as amended by that certain Amendment No. 3 to the Schedule 13D filed with the SEC on April 7, 2009, as amended by that certain Amendment No. 4 to the Schedule 13D filed with the SEC on May 1, 2009, as amended by that certain Amendment No. 5 to the Schedule 13D filed with the SEC on June 19, 2009, as amended by that certain Amendment No. 6 to the Schedule 13D filed with the SEC on February 11, 2010, as amended by that certain Amendment No. 7 to the Schedule 13D filed with the SEC on April 7, 2010, as amended by that certain Amendment No. 8 to the Schedule 13D filed with the SEC on May 11, 2010, as amended by that certain Amendment No. 9 to the Schedule 13D filed with the SEC on September 10, 2010, as amended by that certain Amendment No. 10 to the Schedule 13D filed with the SEC on October 12, 2010 (as amended, the “Schedule 13D”).  This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.

Item 2 Identity and Background

Annex 1 is amended and restated in the form attached to this Amendment No. 11 as Annex 1.

Item 4. Purpose of Transaction
 
Item 4 is amended by deleting the last paragraph thereof and adding the following:
 
The Issuer registered the sale of Common Units held by the Reporting Person to permit the Reporting Person to sell its Common Units in an underwritten public offering (the “June 2011 Offering”).  The Reporting Person sold a total of 7,000,000 Common Units on June 15, 2011 pursuant to the prospectus dated June 15, 2011.

In connection with the June 2011 Offering, the Issuer, BreitBurn GP, LLC and the Reporting Person entered into an underwriting agreement, dated June 15, 2011 (the “June 2011 Underwriting Agreement”) with Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities Inc., acting severally and on behalf of themselves and the several underwriters named therein (collectively, the “June 2011 Underwriters”), for the purchase by the June 2011 Underwriters and the sale by the Reporting Person of 7,000,000 Common Units, in the aggregate, plus an option for the June 2011 Underwriters to purchase up to 1,050,000 Common Units from the Reporting Person solely to cover over-allotments. The June 2011 Offering is expected to settle on June 20, 2011 subject to customary closing conditions.

Pursuant to the June 2011 Underwriting Agreement, on June 15, 2011 the Reporting Person sold an aggregate of 7,000,000 Common Units to the June 2011 Underwriters at a purchase price of $18.96 per Common Unit.  The price per Common Unit at which the Common Units were sold to the public in the June 2011 Offering was $19.78.

Pursuant to the June 2011 Underwriting Agreement, the Reporting Person agreed with the June 2011 Underwriters not to, without the prior written consent of Deutsche Bank Securities Inc. on behalf of the June 2011 Underwriters, (1) offer for sale, sell, pledge (other than any pledge made in connection with the Reporting Person’s senior secured credit facility, or any amendment, supplement, modification, extension, renewal, restatement or refunding that replaces, refunds or refinances any part of such agreement) or otherwise dispose of any Common Units or securities convertible into or exercisable or exchangeable for Common Units, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of Common Units or securities convertible into or exercisable or exchangeable for Common Units or any of the Issuer’s other equity securities or (4) publicly disclose the intention to do any of the foregoing, for a period of 45 days from June 15, 2011.

 
 
 

CUSIP No. 106776107
13D
 Page 3 of 3 Pages
 
 
The foregoing description of the June 2011 Underwriting Agreement is qualified in its entirety by reference to the June 2011 Underwriting Agreement which is attached as Exhibit K hereto and is hereby incorporated herein by reference.

Except as set forth above, the Reporting Person does not have, as of the date of this Amendment No. 11, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management and the Board, other holders of Common Units and other relevant parties concerning the business, operations, strategy and future plans of the Issuer and the management and composition of the Board. The Reporting Person may change its plans or proposals in the future. Depending on various factors including, without limitation, the Issuer’s financial position, strategic direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and the Board, price levels of the Common Units, general economic conditions and regulatory matters, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer and its subsidiaries, purchasing additional Common Units, selling some or all of its Common Units or engaging in short selling of or any hedging or similar transaction with respect to the Common Units, to the extent permitted under applicable law and the terms of the New Settlement Agreement. The Reporting Person reserves the right to change its intention with respect to any or all of the matters referred to in this Item 4.
 
Item 5. Interest in Securities of the Issuer

Item 5(a) and Item 5(b) are hereby amended and restated to read as follows:

(a) The Reporting Person is the beneficial owner of 8,613,021 Common Units, which in the aggregate represents approximately 14.59% of the outstanding Common Units. This percentage amount is calculated based upon the 59,039,933 Common Units outstanding as of May 10, 2011 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2011 filed with the Securities and Exchange Commission on May 10, 2011.

The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person.

Except as indicated in this Item 5 or as set forth below, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the Listed Persons, owns beneficially, or has any right to acquire, directly or indirectly, any Common Units. To the Reporting Person’s knowledge, the Listed Persons beneficially own Common Units in the amounts set forth next to their names in Annex 1.

(b) The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 8,613,021 Common Units. See Annex 1 hereto for information applicable to the Listed Persons.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to include the following paragraph:

The description of the June 2011 Underwriting Agreement in Item 4, which is qualified in its entirety by Exhibit K attached hereto, and Exhibit K attached hereto are hereby incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits
 
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit K
Underwriting Agreement dated June 15, 2011 (filed herewith).

 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, I certify that the information set forth in this statement is true, complete and correct.

 
June 16, 2011
 
 
QUICKSILVER RESOURCES INC.
  
       
By:
 /s/ John C. Cirone
  
  Name:
John C. Cirone
  
  Title:
Senior Vice President—General Counsel
  
 
 
 
 
 
ANNEX 1
 
Executive Officers of Quicksilver Resources Inc.
 
Thomas F. Darden
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Chairman of the Board
Citizenship: USA
Common Units Beneficially Owned: 0
 
Glenn Darden
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: President and Chief Executive Officer
Citizenship: USA
Common Units Beneficially Owned: 0
 
Anne Darden Self
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Vice President-Human Resources
Citizenship: USA
Common Units Beneficially Owned: 0
 
Jeff Cook
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Executive Vice President — Operations
Citizenship: USA
Common Units Beneficially Owned: 0
 
Philip Cook
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Senior Vice President — Chief Financial Officer
Citizenship: USA
Common Units Beneficially Owned: 0
 
John C. Cirone
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Senior Vice President—General Counsel
Citizenship: USA
Common Units Beneficially Owned: 0
 
John C. Regan
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Vice President, Controller and Chief Accounting Officer
Citizenship: USA
Common Units Beneficially Owned: 0
 
Stan Page
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Senior Vice President — U.S. Operations
Citizenship: USA
Common Units Beneficially Owned: 0
 
Chris Mundy
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
 
 
 
 
 
Principal Occupation: Vice President — Engineering
Citizenship: Canada
Common Units Beneficially Owned: 0
 
J. David Rushford
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Senior Vice President and Chief Operating Officer of QRCI
Citizenship: Canada
Common Units Beneficially Owned: 0
 
Board of Directors of Quicksilver Resources Inc.
 
Thomas F. Darden
(see above)
 
Glenn Darden
(see above)
 
Anne Darden Self
(see above)
 
Steven M. Morris
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: President of Morris & Company, a private investment firm
Citizenship: USA
Common Units Beneficially Owned: 0
 
W. Yandell Rogers, III
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Chief Executive Officer of Lewiston Atlas Ltd., a privately-owned holding company
Citizenship: USA
Common Units Beneficially Owned: 0
 
Mark J. Warner
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Managing Director of Natural Resource Investments for The University of Texas Investment Management Company
Citizenship: USA
Common Units Beneficially Owned: 0
 
W. Byron Dunn
Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102
Principal Occupation: Principal of Tubular Synergy Group L.P., a wholesale marketer of steel tubular products
Citizenship: USA
Common Units Beneficially Owned: 0
 
 
 
 
 
EXHIBIT INDEX

Exhibit K
Underwriting Agreement dated June 15, 2011 (filed herewith).