0001144204-12-037419.txt : 20120629 0001144204-12-037419.hdr.sgml : 20120629 20120629170138 ACCESSION NUMBER: 0001144204-12-037419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120628 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120629 DATE AS OF CHANGE: 20120629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BreitBurn Energy Partners L.P. CENTRAL INDEX KEY: 0001357371 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 743169953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33055 FILM NUMBER: 12936660 BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: SUITE 4800 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 225-5900 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: SUITE 4800 CITY: LOS ANGELES STATE: CA ZIP: 90071 8-K 1 v317398_8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

June 29, 2012 (June 28, 2012)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware	001-33055	74-3169953
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(213) 225-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Closing of Previously Reported Acquisition

BreitBurn Energy Partners L.P. (the “Partnership”) is providing the following updated disclosure with respect to its Current Report on Form 8-K filed on April 27, 2012.

On June 28, 2012, the Partnership completed an acquisition by BreitBurn Operating L.P. (“BreitBurn Operating”), a wholly owned subsidiary of the Partnership, of certain assets (the “NiMin Assets”) from Legacy Energy, Inc. (the “Seller”), a wholly-owned subsidiary of NiMin Energy Corp. (“NiMin”). On June 28, 2012, BreitBurn Operating, the Seller and NiMin also entered into a First Amendment (the “Amendment”) to the Purchase and Sale Agreement dated April 24, 2012 (the “Purchase Agreement”). Under the terms of the Amendment, the purchase price paid at closing was reduced by $2.3 million pending the resolution of issues related to two leases.

The NiMin Assets acquired by BreitBurn Operating consist of crude oil properties located in the Big Horn Basin of Wyoming. Pursuant to the terms and conditions of the Purchase Agreement, as amended, BreitBurn Operating completed the acquisition of the NiMin Assets in exchange for approximately $93 million in cash, subject to ordinary post-closing adjustments (the “NiMin Acquisition”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, previously filed on April 27, 2012 as Exhibit 10.1 to our Current Report on Form 8-K and to the Amendment which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

Item 7.01 Regulation FD Disclosure.

On June 28, 2012, the Partnership issued a press release announcing the completion of the NiMin Acquisition. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein solely for the purposes of this Item 7.01 disclosure.

The information set forth in this Current Report on Form 8-K provided under Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 8.01 Other Events.

The Partnership is providing the following updated disclosure with respect to the Partnership’s bank credit facility.

Fifth Amendment to Bank Credit Facility

On May 25, 2012, the Partnership entered into the Fifth Amendment (the “Fifth Amendment”) to the Second Amended and Restated Credit Agreement (the “Credit Agreement”), dated May 7, 2010, with BreitBurn Operating as borrower, and the Partnership and its wholly-owned subsidiaries, as guarantors, for a four-year, $1.5 billion revolving credit facility with Wells Fargo Bank, N.A., as Administrative Agent, Swing Line Lender and Issuing Lender and a syndicate of banks. The Fifth Amendment increased the permitted amount of senior unsecured notes that the Partnership may issue from $700 million to $1 billion under the Credit Agreement.

The description of the Fifth Amendment set forth above in this Current Report is qualified in its entirety by reference to the Fifth Amendment, which has been filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Amendment to Purchase and Sale Agreement, dated as of June 28, 2012, among Legacy Energy, Inc., NiMin Energy Corp. and BreitBurn Operating L.P.

10.2 Fifth Amendment to the Credit Agreement dated as of May 25, 2012.

99.1 BreitBurn Energy Partners L.P. press release dated June 28, 2012 announcing completion of the NiMin Acquisition.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.

	By:	BREITBURN GP, LLC,
		its general partner

Dated: June 29, 2012	By:	/s/Gregory C. Brown
		Gregory C. Brown
		General Counsel and Executive Vice President

EXHIBIT INDEX


Exhibit No.		Document

10.1		First Amendment to Purchase and Sale Agreement, dated as of June 28, 2012, among Legacy Energy, Inc., NiMin Energy Corp. and BreitBurn Operating L.P.

10.2		Fifth Amendment to the Credit Agreement dated as of May 25, 2012.

99.1		BreitBurn Energy Partners L.P. press release dated June 28, 2012 announcing completion of the NiMin Acquisition.

EX-10.1 2 v317398_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “Amendment”) dated as of June 28, 2012, is by and among Legacy Energy, Inc., a Delaware corporation (“Seller”), NiMin Energy Corp., an Alberta corporation, and owner of all of the outstanding shares of common stock of Seller (“Parent”), and BreitBurn Operating L.P., a Delaware limited partnership (“Buyer”). Buyer, Seller and Parent are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

Recitals:

WHEREAS, Seller, Buyer and Parent are parties to that certain Purchase and Sale Agreement dated April 24, 2012, effective as of April 1, 2012 (the “Agreement”); and

WHEREAS, the Parties wish to amend the Agreement in accordance with the provisions of this Amendment.

Agreement

NOW, THEREFORE, for and in consideration of the mutual agreements contained in the Agreement and this Amendment and other good and valuable consideration:

(a) Reference is hereby made to the following leases (the “Subject Leases”):

Lease No.:	WY029-0020
Lessor:	State of Wyoming #66-17899
Lessee:	W.D. Tolan
Date:	December 2, 1966
Recorded:	Book 381, Page 184
Description:	T47N-R102W, 6th P.M.
	Section 16: W/2; NE/4; S/2 SE/4; NE/4 SE/4

Lease No.:	WY029-0021
Lessor:	State of Wyoming #66-17899A
Lessee:	W.D. Tolan
Date:	December 2, 1966
Recorded:	Book 381, Page 184
Description:	T47N-R102W, 6th P.M.
	Section 16: NW/4 SE/4

(b) There are certain release and other issues related to the Subject Leases that have not been resolved. Accordingly, notwithstanding any term or provision of the Agreement, the Parties agree that the Purchase Price to be paid at Closing shall be reduced by $2,300,000.00 (the “Reduction Amount”), which constitutes the Allocated Value of the wells and the well locations associated with the Subject Leases.

(c) The Parties shall use their commercially reasonable efforts to resolve the issues on or before the Final Settlement Date. If the Parties are able to resolve such issues to the reasonable satisfaction of the Buyer with respect to the Subject Leases on or before the Final Settlement Date, then the Buyer shall pay to Seller the Reduction Amount within ten Business Days of such reasonable satisfaction by means of a completed federal funds transfer to an account designated in writing by Seller.

(d) If the Parties are unable to resolve such issues to the reasonable satisfaction of the Buyer with respect to the Subject Leases on or before the Final Settlement Date, then the Buyer shall reassign the Subject Leases to the Seller by executing, acknowledging and delivering to the Seller an assignment in a form substantially similar to Exhibit D to the Agreement, and the Parties shall settle all costs and revenues associated with the Subject Leases in a customary and commercially reasonable manner.

Except as specifically provided in this Amendment, all terms and provisions of the Agreement shall remain unchanged and in full force and effect, and the Agreement, as modified by this Amendment, is hereby ratified, acknowledged and reaffirmed by the Parties. The execution of this Amendment shall not directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect any Party’s right at any time to exercise any right, privilege or remedy in connection with the Agreement, (b) amend or alter any provision of the Agreement (other than the amendments provided for in this Amendment) or (c) constitute any course of dealing or other basis for altering any obligation of any Party’s or any right, privilege or remedy of any Party’s under the Agreement. Each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Agreement as amended hereby.

This Amendment may be executed in any number of counterparts and all such counterparts shall be taken together as one document. Signatures on this Amendment transmitted by fax or other electronic means shall constitute and be deemed original signatures and be binding for all purposes.

Remainder of Page Intentionally Left Blank

EXECUTED as of the date first written above.

	SELLER:

	LEGACY ENERGY, INC.

	By:	/s/ Clarence Cottman
	Name: Clarence Cottman
	Title: Chief Executive Officer

	PARENT:

	NIMIN ENERGY, CORP.

	By:	/s/ Clarence Cottman
	Name: Clarence Cottman
	Title: Chief Executive Officer

	BUYER:

	BREITBURN OPERATING L.P.

	BY: BREITBURN OPERATING GP, LLC, its general partner

	By:	/s/ Randall H. Breitenbach
	Name: Randall H. Breitenbach
	Title: President

Signature Page to First Amendment to PSA

EX-10.2 3 v317398_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of May 25, 2012, by and among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS L.P., as Parent Guarantor (“Parent”), BreitBurn GP, LLC (the “Parent GP”), BreitBurn Operating GP, LLC (the “General Partner”) the Subsidiaries of the Parent and/or the Company, as guarantors (the “Subsidiary Guarantors”, and together with the Parent, the Parent GP, and the General Partner, the “Guarantors”), the Lenders (defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity “Administrative Agent”). Capitalized terms used in this Amendment, and not otherwise defined in this Amendment, have the meanings assigned thereto in the Credit Agreement defined below.

WITNESSETH:

WHEREAS, the Company, the Guarantors, Administrative Agent, Issuing Lender and the lenders from time to time party thereto (the “Lenders”) are parties to that certain Second Amended and Restated Credit Agreement dated as of May 7, 2010, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Consent and First Amendment to Security Agreement dated as of September 17, 2010, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 9, 2011, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 3, 2011, and that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of October 5, 2011 (as further amended, modified or restated from time to time, the “Credit Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed to make certain loans to the Company upon the terms and conditions set forth therein; and

WHEREAS, the Company has requested that the Lenders amend the Credit Agreement as set forth below; and

WHEREAS, subject to the terms hereof, the undersigned Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:

SECTION 1. Amendment to Credit Agreement. Effective as of the Amendment Effective Date, Section 8.05(e) of the Credit Agreement is hereby amended by deleting “$700,000,000” and replacing it with “$1,000,000,000”.

SECTION 2. Guarantor Confirmation.

(a) The Guarantors hereby consent and agree to this Amendment and each of the transactions contemplated thereby and hereby.

Fifth Amendment

(b) The Company and each of the Guarantors ratifies and confirms the debts, duties, obligations, liabilities, rights, titles, pledges, grants of security interests, liens, powers, and privileges existing by virtue of the Loan Documents to which it is a party.

(c) The Company and each of the Guarantors agrees that the guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Security Agreements and Guaranties to which it is a party, are not impaired, released, diminished or reduced in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all Obligations.

(d) The Company and each of the Guarantors acknowledges and agrees that all terms, provisions, and conditions of the Loan Documents to which it is a party (as amended by this Amendment) shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

SECTION 3. Conditions of Effectiveness. This Agreement and the amendments and consent shall become effective as of the date first set forth above (the “Amendment Effective Date”), provided that the following conditions shall have been satisfied:

(a) Amendment. The Administrative Agent shall have received a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Majority Lenders, the Company, and the Guarantors (which may be by telecopy or PDF transmission).

(b) No Default; Representations and Warranties; No Material Adverse Effect. As of the Amendment Effective Date:

(i) the representations and warranties of the Company and the Guarantors in Article VI of the Credit Agreement and in the other Loan Documents as amended hereby shall be true and correct in all material respects (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in Sections (a) and (b) of Section 6.14 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement);

(ii) no Default or Event of Default shall exist; and

(iii) since December 31, 2011, there shall have been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

(c) Payment of Fees. Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses owed pursuant to this Amendment to the extent then due and payable on the Amendment Effective Date.

(d) Additional Documents. Such other documents, in form and substance satisfactory to Administrative Agent, as the Administrative Agent may reasonably request.

SECTION 4. Representations and Warranties. Each of the Company and the Parent represents and warrants to Administrative Agent and the Lenders, with full knowledge that such Persons are relying on the following representations and warranties in executing this Amendment, as follows:

Fifth Amendment

-2-

(a) It has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational action on the part of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken.

(b) The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered to the Administrative Agent and the Lenders in connection with this Amendment to which it is a party constitute the legal, valid and binding obligations of it, to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(d) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment.

(e) After giving effect to this Amendment no Default or Event of Default will exist, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto are true and correct in all material respects on and as of this date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

SECTION 5. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness hereof, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 6. Costs and Expenses. The Company agrees to pay all reasonable legal fees and expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment.

SECTION 7. Extent of Amendments. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are not amended, modified or affected by this Amendment. Each of the Company and the Parent hereby ratifies and confirms that (i) except as expressly amended hereby, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms, and (iii) the Collateral and the Liens on the Collateral securing the Obligations are unimpaired by this Amendment and remain in full force and effect.

SECTION 8. Loan Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms. This Amendment is a Loan Document.

Fifth Amendment

-3-

SECTION 9. Claims. As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, each of the Company and the Parent represents and warrants that, as of the date hereof, it does not know of any defenses, counterclaims or rights of setoff to the payment of any Indebtedness of the Company or the Parent to Administrative Agent, Issuing Lender or any Lender.

SECTION 10. Execution and Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be equally as effective as delivery of a manually executed counterpart.

SECTION 11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws of the United States of America.

SECTION 12. Headings. Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose.

SECTION 13. NO ORAL AGREEMENTS. The rights and obligations of each of the parties to the loan documents shall be determined solely from written agreements, documents, and instruments, and any prior oral agreements between such parties are superseded by and merged into such writings. This Amendment and the other written Loan Documents executed by the Company, the Guarantors, Administrative Agent, Issuing Lender and/or Lenders represent the final agreement between such parties, and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements by such parties. There are no unwritten oral agreements between such parties.

SECTION 14. No Waiver. Each of the Company and the Parent hereby agrees that no Event of Default and no Default has been waived or remedied by the execution of this Amendment by the Administrative Agent or any Lender. Nothing contained in this Amendment nor any past indulgence by the Administrative Agent, Issuing Lender or any Lender, nor any other action or inaction on behalf of the Administrative Agent, Issuing Lender or any Lender, (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events of Default which may exist under the Credit Agreement or the other Loan Documents, or (ii) shall constitute or be deemed to constitute an election of remedies by the Administrative Agent, Issuing Lender or any Lender, or a waiver of any of the rights or remedies of the Administrative Agent, Issuing Lender or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded at law or in equity.

[Signature Pages Follow]

Fifth Amendment

-4-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	THE COMPANY:

	BREITBURN OPERATING L.P.,
	a Delaware limited partnership

	By: BREITBURN OPERATING GP, LLC, its general partner

	By:	/s/ Randall H. Breitenbach
		Randall H. Breitenbach
		President

	PARENT:

	BREITBURN ENERGY PARTNERS L.P.,
	a Delaware limited partnership

	By: BREITBURN GP, LLC, its general partner

	By:	/s/ Randall H. Breitenbach
		Randall H. Breitenbach
		President

	PARENT GP:

	BREITBURN GP, LLC,
	a Delaware limited partnership

	By:	/s/ Randall H. Breitenbach
		Randall H. Breitenbach
		President

	GENERAL PARTNER:

	BREITBURN OPERATING GP, LLC,
	a Delaware limited partnership

	By:	/s/ Randall H. Breitenbach
		Randall H. Breitenbach
		President