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Subsequent Events
12 Months Ended
Dec. 31, 2013
Subsequent Events [Abstract]  
Subsequent Events

NOTE 22 – SUBSEQUENT EVENTS

 

In preparing the accompanying financial statements, we have reviewed events that have occurred after December 31, 2013, up until the issuance of the financial statements.

 

On January 14, 2014, we filed an automatic registration statement on Form S-3 with the SEC to register our common units, preferred units and our debt securities, which may be co-issued by QRE FC. The registration statement also registered guarantees of debt securities by OLLC.

 

On January 31, 2014, we closed the acquisition of primarily natural gas properties located in East Texas from a private seller for $36.0 million in cash, subject to customary purchase price adjustments, using funds drawn on our revolving credit facility.

 

On February 3, 2014, we filed a definitive proxy statement on Form 14/A, which provides information regarding a special meeting of limited partners to be held on March 10, 2014 to hold a unitholder vote on an amendment to our Long-Term Incentive Plan to increase the number of units under the plan by 3,000,000.  

 

On February 20, 2014, we entered into a purchase and sale agreement of primarily oil properties located in East Texas from a private seller for $11.1 million, subject to customary purchase price adjustments.

 

On March 2, 2014, we completed a transaction related to our general partner interest pursuant to a Contribution Agreement, by and among the Partnership, the general partner, QR Holdings (QRE), LLC (“QRH”) and QR Energy Holdings, LLC (“QREH” and, together with QRH, the “QR Parties”), the former owners of our general partner, pursuant to which (i) the general partner reclassified its 0.1% general partner interest in the Partnership, formerly represented by 51,036 general partner units, in exchange for a non-economic general partner interest, (ii) the QR Parties contributed 100% of the limited liability company interests of the general partner to the Partnership, and (iii) the partnership agreement was amended, to, among other things, (a) terminate the management incentive fee and provide for the future issuance of up to 11.6 million Class B units, subject to certain tests, to the QR Parties and (b) provide for the election of all of the members of the board of directors of the general partner by our limited partners beginning in June 2015 (the “GP Buyout Transaction”).

 

 Effective March 2, 2014, we entered into the sixth amendment to the Credit Agreement, which permits the GP Buyout Transaction.

 

On March 3, 2014,  we filed a prospectus supplement establishing an at-the-market equity program under which the Company may sell common units with an aggregate offering price up to $100 million, from time to time, until the expiration of QR Energy’s shelf filing in June 2015.

 

On January 24, 2014, the Board of Directors approved the second monthly distribution of $0.1625 per unit with respect to the fourth quarter of 2013 which was paid in February 2014 to the unitholders of record as of February 10, 2014. 

 

On February 28, 2014, the Board of Directors approved the third monthly distribution of $0.1625 per unit with respect to the fourth quarter of 2013 and will be paid in March 2014 to the unitholders of record as of March 10, 2014.  As a result of this declaration, a management incentive fee related to the fourth quarter 2013 in the amount of $1.3 million will be recognized during the three months ended March 31, 2014.