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Commitments And Contingencies
9 Months Ended
Sep. 30, 2014
Commitments And Contingencies [Abstract]  
Commitments And Contingencies

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

Property Reclamation Deposit

 

As of September 30, 2014 and December 31, 2013, $10.7 million is recorded in other assets on the consolidated balance sheets related a property reclamation deposit with ExxonMobil Corporation (the “Seller”). We are required to maintain the escrow account in effect for three years after all abandonment and remediation obligations have been completed. The funds in the escrow account are not to be returned to us until the later of three years after satisfaction of all abandonment obligations or December 31, 2026.  At certain dates subsequent to closing, we have the right to request a refund of a portion or all of the property reclamation deposit. Granting of the request is at the Seller’s sole discretion. In addition to the cash deposit, a letter of credit of $23.4 million is required in favor of the Seller. 

 

NPI Obligation

 

As a part of our acquisition of certain oil producing properties from the Fund in December 2012, we assumed a net profit interest (“NPI”) related to the Jay field.  Under the arrangement, the NPI is payable after: (i) funds are withheld, to the extent allowable each month under the arrangement, to pay for the NPI holder’s share of future development costs and abandonment obligations, and (ii) we are reimbursed for the NPI holder’s share of excess historical productions costs.  Once the NPI holder’s share of the excess historical costs is reimbursed, the NPI will be payable monthly to the extent the NPI for that month exceeds amount withheld for that month for future development costs and abandonment obligations.  The NPI holder’s share of excess historical production costs amounted to $0.7 million and $2.9 million as of September 30, 2014 and December 31, 2013, respectively.  In addition, we will retain the NPI holder’s share of future development costs and abandonment obligations, subject to future production, production costs, and capital spending level,  which will be paid using the funds withheld.  The NPI holder’s share along with our share of the abandonment costs is reflected in our asset retirement obligations as of September 30, 2014 and December 31, 2013.

 

Under the arrangement, the Partnership has the option to deposit into a separate account the funds withheld from the NPI holder for their portion of the future development costs and abandonment obligations. The account for these funds was established in the second quarter of 2014 and the balance of such account as of September 30, 2014 was $18.3 million which was recorded in other assets.

 

Lease Guarantees 

   

The Fund has entered into various lease contracts that can routinely extend beyond five years which list the Partnership as a guarantor. In December 2012, we were named guarantor for QRM’s office lease in Houston, Texas with an approximate value of $26.8 million that terminates in 2022.  As of September 30, 2014 and December 31, 2013, the approximate value of this guarantee was $22.3 million and $24.2 million, respectively.

 

Legal Proceedings

 

In the ordinary course of business, we are involved in various legal proceedings. To the extent we are able to assess the likelihood of a negative outcome for these proceedings, our assessments of such likelihood range from remote to probable. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, we accrue the estimated amount.  We currently have no legal proceedings with a probable adverse outcome. Therefore, we do not believe that the outcome of these legal proceedings, individually or in the aggregate, will have a materially adverse effect on our financial condition, results of operations or cash flows. 

 

Litigation

 

Following the July 24, 2014 announcement that the Partnership and Breitburn had entered into a definitive merger agreement, purported unitholders of the Partnership filed putative class action lawsuits, on behalf of the common unitholders of the Partnership, asserting claims challenging the Merger. Four purported class action lawsuits were filed in the United States District Court for the Southern District of Texas and were consolidated under the caption In re QR Energy LP Unitholder Litigation, No. 4:14-cv-02195 (the “Consolidated Unitholder Action”). Plaintiffs in the Consolidated Unitholder Action bring claims against the Partnership, our general partner, the members of our general partner’s board of directors, Breitburn, Breitburn GP and Merger Sub.

 

Plaintiffs in the Consolidated Unitholder Action each allege that the director defendants breached their fiduciary duties of loyalty, due care, good faith, and independence owed to the Partnership’s unitholders by allegedly approving the Merger Agreement at an unfair price and through an unfair process. Plaintiffs in the Consolidated Unitholder Action specifically allege that the director defendants failed to maximize the value of the Partnership and took steps to avoid competitive bidding, failed to properly value the Partnership, acted in bad faith and for improper motives, and ignored or failed to protect against numerous conflicts of interest arising out of the Merger. The plaintiffs further allege that Breitburn, Breitburn GP and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the director defendants.

 

Plaintiffs in the Consolidated Unitholder Action further allege that the named defendants violated Section 14(a), and SEC Rule 14a-9 promulgated thereunder, and Section 20(a) of the Securities Exchange Act of 1934 by disseminating a false and materially misleading proxy statement in connection with the Merger.

 

Plaintiffs in the Consolidated Unitholder Action seek, among other relief, to enjoin the Merger, rescission in the event the Merger is consummated, an order directing defendants to account to plaintiffs and other members of the putative class for all damages caused by their alleged breaches, and an award of costs and disbursements, including reasonable attorneys’ and experts’ fees.

 

In addition, on October 3, 2014, the LL&E Royalty Trust (the “Trust”) filed a lawsuit in the United States District Court for the Eastern District of Michigan against QRM, the Partnership and QRE Operating, LLC claiming that the defendants illegally and fraudulently failed to pay the Trust royalties to which it was contractually entitled, under the NPI obligation related to the Jay field, as discussed above, from a certain oil producing property. The Trust also claimed that the defendants fraudulently manipulated oil production and production costs to drive down the value of the Trust’s interest in the royalties in an attempt to purchase the Trust’s interest at an artificially low price. The Trust seeks, among other relief, monetary damages of at least $18 million, plus interest, attorney fees and costs, statutory treble damages, and an order requiring the defendants to begin making monthly royalty payments to the Trust. The Trust also seeks an order enjoining the Merger until QRM has complied with its obligations to pay royalties to the Trust.

 

Each of the lawsuits described above is at a preliminary stage. The Partnership’s management cannot predict the outcome of these or any other lawsuit that might be filed, nor can it predict the amount of time and expense that will be required to resolve these or other lawsuits. The Partnership’s management believes these lawsuits are without merit and intends to defend against them vigorously.

 

Regulatory Remediation Contingencies

 

As of September 30, 2014 and December 31, 2013, we had approximately $0.3 million and $2.3 million, respectively, in regulatory remediation liabilities related to the acquisitions of oil and natural gas properties. This is management’s best estimate of the costs for remediation and restoration with respect to these regulatory remediation matters, although the ultimate cost could vary. The regulatory remediation liability is recorded in the other liabilities caption on the consolidated balance sheet.