29 Mar 2018listing compliance notice▼ BadMajor
Breitburn Energy Partners LP suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
29 Mar 2018listing compliance notice▼ BadMajor
Breitburn Energy Partners LP suspended its duty to file periodic reports with the SEC.
29 Mar 2018listing compliance notice▼ BadMajor
Breitburn Energy Partners LP terminated the registration of a class of securities, ending its reporting obligation for them.
28 Mar 2018bankruptcy or receivership▼ BadMajor
The court confirmed Breitburn's plan on 26 March 2018. Common and preferred units were cancelled for no consideration, though unitholders faced a risk of taxable income from debt cancellation. Second lien noteholders got 92.5% of LegacyCo, RBL lenders got cash plus a $400 million exit facility, and eligible unsecured noteholders could buy the Permian assets through a $465 million rights offering.
4 Dec 2017material agreement● NeutralMajor
Creditors agreed in principle on a revised plan, amending the October restructuring agreement and the backstop that underwrites the rights offering funding the new Permian company. The bargaining was between creditor classes; unitholders were not party to it.
16 Nov 2017debt financing● Neutral
A sixth extension of the bankruptcy loan, to March 2018 - timed to the plan confirmation the company now expected.
16 Oct 2017material agreement● NeutralMajor
Breitburn signed a restructuring deal with holders of two thirds of both its second lien and its $1.155 billion of unsecured notes: split the company, with everything except the Permian going into a new LegacyCo owned mostly by second lien holders, and the Permian assets into a separate corporation funded by unsecured noteholders. The Permian acreage assembled from CrownRock, Element and Antares between 2012 and 2014 was the only part considered worth carving out.
30 Aug 2017debt financing▼ Bad
The bankruptcy loan was extended a third time, to the end of 2017, again for fees.
10 Aug 2017debt financing● Neutral
The court let Breitburn hedge again with affiliates of its bankruptcy lenders, giving those swaps the same senior priority as the loan itself. Restoring price protection was necessary to keep the estate's value stable, and it deepened the same lenders' first claim on it.
8 June 2017material agreement termination▼ Bad
PCEC terminated the 2008 Omnibus Agreement outright, ending the non-compete and right-of-first-offer arrangements that had governed dealings with the California affiliate since the Provident break-up. The last formal link to Breitburn's own origins was cut while it sat in Chapter 11.
12 May 2017debt financing▼ Bad
The bankruptcy loan was extended again, to September 2017, for more fees. A year in the case with no confirmed plan.
16 Dec 2016debt financing▼ BadMajor
Seven months into Chapter 11 the bankruptcy loan was doubled from $75 million to $150 million, its letter-of-credit sublimit raised from $50 million to $100 million, priced up with new fees to the agent and lenders, and extended to 30 June 2017. A second amendment the same day allowed ordinary-course letters of credit to be cash-collateralised.
10 June 2016listing compliance notice● NeutralMajor
Breitburn Energy Partners LP's exchange filed to remove a class of its securities from listing.
26 May 2016debt financing● NeutralMajor
The $75 million debtor-in-possession facility was signed, with Wells Fargo as agent and the pre-bankruptcy revolver lenders as the lenders, maturing January 2017. The banks that financed the acquisition spree stepped straight into the senior, court-protected position ahead of everyone else.
18 May 2016listing compliance notice▼ BadMajor
Nasdaq told Breitburn on 16 May 2016, a day after the Chapter 11 filing, that it would delist the units, citing the filing and concerns about unitholders' residual equity. Breitburn said it would not appeal and expected the units to be quoted on the OTC Pink market.
16 May 2016bankruptcy or receivership▼ BadMajor
Breitburn filed for Chapter 11 in New York on 15 May 2016 with a $75 million debtor-in-possession loan arranged by the same revolver banks it already owed. The cause was not a bad well but the arithmetic of the model itself: nine years of buying producing assets with bank debt and refinancing it with units and bonds left roughly $3 billion of borrowings against reserves the 2014-16 price collapse had revalued far below them.
1 Apr 2016material agreement▼ BadMajor
Lenders agreed to delay the spring borrowing base redetermination by a month and cut committed lending from $1.8 billion to $1.4 billion. The delay bought a few weeks; the cut confirmed the banks were shrinking their exposure ahead of a reserve revaluation nobody expected Breitburn to survive.
11 Feb 2016material agreement termination▼ Bad
PCEC, the affiliated California company created in the 2008 Provident split, gave notice to end the services agreement under which Breitburn ran its assets for $700,000 a month. A reliable fee stream disappearing at the worst possible moment, and the beginning of the unwinding of that relationship.
22 Jan 2016listing compliance notice▼ BadMajor
Nasdaq warned that Breitburn's units had traded below $1 for 30 straight days, giving it until July to recover. Units that were sold at $18-21 through the acquisition years were now worth less than a dollar.
24 Nov 2014asset acquisition disposition▼ BadMajor
The QR Energy merger closed on 19 November 2014 after 97% approval, roughly doubling Breitburn's size and adding QR's debt to its own. It closed with oil already 25% below its June peak, and the enlarged, heavily indebted partnership had eighteen months left.
10 Nov 2014business combination● Neutral
QR Energy unitholders had sued claiming the merger price and process were unfair; the parties agreed in principle to settle, with no change to the timetable or the consideration.
28 Oct 2014capital raising announcement● Neutral
Bought Midland Basin acreage adjoining its own from Australia's Antares Energy for $50 million cash plus 4.3 million units. Management said openly it was in discussions to make the Permian position more "MLP friendly" - an acknowledgement that shale development did not fit a partnership built to pay out its cash flow.
16 Oct 2014business combination● Neutral
Breitburn filed Amendment No. 3 to the QR Energy merger S-4, with an updated preliminary proxy statement/prospectus dated 15 October 2014. The visible text repeats the same terms (0.9856 units per QRE unit, 72,001,686-unit cap, $350 million cash for Class C units, about 37% ownership for QRE holders), and the meeting date is still blank. The truncated text shows no changes to the terms; the merger is still awaiting effectiveness and the QRE vote.
10 Oct 2014business combination● Neutral
Breitburn filed Amendment No. 2 to the QR Energy merger S-4 only to add exhibits (5.1, 8.1, 8.2 and 99.3). The filing states that no changes are made to the proxy statement/prospectus, so there is nothing new on deal terms.
10 Oct 2014material agreement● Neutral
Sold 14 million units at $18.64 for about $252 million to reduce bank borrowings, weeks before the QR Energy merger closed.
25 Sept 2014business combination● Neutral
Breitburn filed Amendment No. 1 to its S-4 for the QR Energy merger, now with the QRE unitholder letter and meeting notice. Terms match the original: 0.9856 Breitburn units per QRE common/Class B unit (capped at 72,001,686 units, valued at $22.48 per QRE unit on 23 July 2014), $350 million in total cash for QRE Class C units, and QRE holders owning about 37% of Breitburn afterwards. The merger still needs a majority QRE unitholder vote; the meeting date is blank, and holders of about 37% of QRE votes have agreed to vote in favor. This continues the pending merger and does not change its terms.
21 Aug 2014business combination● NeutralMajor
Breitburn registered up to 72,001,686 new common units to pay for its merger with QR Energy, LP, agreed on 23 July 2014. QRE unitholders get 0.9856 Breitburn units per QRE unit (valued at $22.48 per QRE unit on 23 July 2014, a 19% premium), and QRE's Class C preferred units get $350 million in cash in total. QRE holders would own about 37% of Breitburn's common units afterwards, so existing Breitburn unitholders would be diluted to roughly 63%. The deal needs a QRE unitholder vote.
29 July 2014business combination● NeutralMajor
Agreed to buy QR Energy LP in an all-unit merger valuing it at about $3.0 billion including debt, at 0.9856 Breitburn units per QR unit. Announced in July 2014, weeks before the oil price began its two-year collapse - Breitburn was doubling its size at the top of the cycle and paying in its own units.
21 May 2014listing compliance notice▲ GoodMajor
Nasdaq certified Breitburn Energy Partners LP's securities for listing, clearing them to begin trading.
20 May 2014material agreement● NeutralMajor
Sold 8 million 8.25% Series A preferred units at $25 for about $193 million. Preferred units cost more than the common distribution but did not dilute unitholders - the first sign that ordinary equity was becoming harder to sell.