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)
July 2, 2014 (July 1, 2014)
____________________________
BREITBURN ENERGY PARTNERS LP
(Exact name of Registrant as specified in its charter)
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Delaware
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001-33055
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74-3169953
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement
BreitBurn Energy Partners L.P., a Delaware limited partnership (the “
Partnership
”), as sole member of BreitBurn GP, LLC, a Delaware limited liability company (“the “
Company
”), entered into Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of the Company (“
Amendment No. 2
”), which was effective as of July 1, 2014.
Pursuant to Amendment No. 2, the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 5, 2010, was amended to solely change the Company’s name from “BreitBurn GP, LLC” to “Breitburn GP LLC.”
A copy of Amendment No. 2 is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.
Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement
The Company, the general partner of the Partnership, entered into Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership (“
Amendment No. 1
”), which was effective July 1, 2014.
Pursuant to Amendment No. 1, the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 21, 2014, was amended to solely change the Partnership’s name from “BreitBurn Energy Partners L.P.” to “Breitburn Energy Partners LP.”
A copy of Amendment No. 1 to the Second Amended and Restated Partnership Agreement is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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3.1
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Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC dated as of July 1, 2014.
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3.2
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Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. dated as of July 1, 2014.
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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.
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BREITBURN ENERGY PARTNERS LP
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By:
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BREITBURN GP LLC,
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its general partner
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Dated: July 2, 2014
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By:
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/s/ James G. Jackson
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James G. Jackson
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Document
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3.1
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Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC dated as of July 1, 2014.
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3.2
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Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. dated as of July 1, 2014.
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Exhibit 3.1
AMENDMENT NO. 2
TO THE
FOURTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
BREITBURN GP, LLC
This Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement (the
“LLC Agreement”)
of BreitBurn GP, LLC, a Delaware limited liability company (the “
Company
”), dated as of July 1, 2014 (this “
Amendment
”), is entered into by BreitBurn Energy Partners L.P., a Delaware limited partnership, as sole member of the Company (the “
Sole Member
”).
RECITALS
WHEREAS
, the Company is a Delaware limited liability company that was formed under the Delaware Limited Liability Company Act, 6
Del. C.
§ 18-101,
et
seq.
, and is currently governed by the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 5, 2010, as amended; and
WHEREAS
, the Sole Member now desires to change the name of the Company and amend the LLC Agreement in order to effect the matters set forth herein.
NOW THEREFORE
, in consideration of the covenants, conditions and agreements contained herein, the LLC Agreement is amended as follows:
AMENDMENT
1.
The title of the LLC Agreement shall now be the “
Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC
”;
2.
Section 1.1 of the LLC Agreement is hereby amended by deleting the definition of “Company” and replacing it with the following definition:
“ ‘Company’ means Breitburn GP LLC, a Delaware limited liability company, and any successors thereto.”;
3.
Section 2.2 of the LLC Agreement is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following sentence:
“The name of the Company shall be “Breitburn GP LLC.”; and
4.
The LLC Agreement is hereby amended by deleting each reference to “BreitBurn GP, LLC” throughout the LLC Agreement and replacing it with “Breitburn GP LLC” in each place that such reference appears.
MISCELLANEOUS.
1.
Full Force and Effect
. Except to the extent modified hereby, the LLC Agreement shall remain in full force and effect.
2.
Applicable Law
. This Amendment shall be construed in accordance with and be governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
3.
Effectiveness
. This Amendment shall be effective as of the date first written above.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF
, the undersigned has executed this Amendment as of the date first written above.
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BREITBURN ENERGY PARTNERS L.P.
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By:
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BREITBURN GP, LLC,
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its general partner
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By:
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/s/ Halbert S. Washburn
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Halbert S. Washburn
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Chief Executive Officer
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Exhibit 3.2
AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
BREITBURN ENERGY PARTNERS L.P.
This Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners L.P., a Delaware limited partnership (the
"Partnership"
), dated as of July 1, 2014 (this
"Amendment"
), is made and entered into by BreitBurn GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the
"General Partner"
) and as the lawful agent and attorney-in-fact for and on behalf of each of the limited partners of the Partnership. Capitalized terms used herein and not otherwise defined are used as defined in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 21, 2014 (the
"LP Agreement"
).
W I T N E S S E T H
WHEREAS,
the Partnership is a limited partnership that was formed under the Delaware Revised Uniform Limited Partnership Act, 6
Del. C.
§ 17-101,
et
seq
., and is currently governed by the LP Agreement; and
WHEREAS,
the General Partner now desires to change the name of the Partnership and amend the LP Agreement in order to effect the matters set forth herein.
NOW, THEREFORE,
intending to be legally bound, the General Partner, on its own behalf and on behalf of all Limited Partners, agrees as follows:
AMENDMENT
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1.
The title of the LP Agreement shall now be the “
Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP
”;
2.
Section 1.1 of the LP Agreement is hereby amended by deleting the definition of “Partnership” and replacing it with the following definition:
“ ‘Partnership’ means Breitburn Energy Partners LP, a Delaware limited partnership.”;
3.
Section 2.2 of the LP Agreement is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following sentence:
“The name of the Partnership shall be “Breitburn Energy Partners LP.”; and
4.
The LP Agreement is hereby amended by deleting each reference to “BreitBurn Energy Partners L.P.” throughout the LP Agreement and replacing it with “Breitburn Energy Partners LP” in each place that such reference appears.
MISCELLANEOUS
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1.
Successors and Assigns
. This Amendment shall be binding upon, and shall enure to the benefit of, each of the Partners, and its respective successors and assigns.
2.
Full Force and Effect
. Except to the extent modified hereby, the LP Agreement shall remain in full force and effect.
3.
Governing Law
. This Amendment shall be interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by such laws.
4.
Execution in Counterparts
. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.
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GENERAL PARTNER:
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BREITBURN GP, LLC
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By:
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/s/ Halbert S. Washburn
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Name: Halbert S. Washburn
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Title: Chief Executive Officer
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LIMITED PARTNERS:
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ALL LIMITED PARTNERS PREVIOUSLY ADMITTED TO THE PARTNERSHIP THAT CONTINUE TO BE LIMITED PARTNERS ON THE DATE HEREOF:
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By:
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BreitBurn GP, LLC, as attorney-in-fact pursuant to the power of attorney granted under Section 2.6 of the LP Agreement
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By:
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/s/ Halbert S. Washburn
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Name: Halbert S. Washburn
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Title: Chief Executive Officer
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