|
|
|
|
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the quarterly period ended March 31, 2015
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from ___ to ___
|
Delaware
|
74-3169953
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
|
|
515 South Flower Street, Suite 4800
|
|
Los Angeles, California
|
90071
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
|
|
|
|
Page No.
|
|
||
|
|
|
|
PART I
|
|
|
FINANCIAL INFORMATION
|
|
|
|
|
|
||
|
–
Consolidated Balance Sheets at
March 31, 2015 and December 31, 2014
|
|
|
–
Consolidated Statements of Operations for the Three Months
Ended March 31, 2015 and 2014
|
|
|
–
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2015 and 2014
|
|
|
– Notes to Consolidated Financial Statements
|
|
|
|
|
|
PART II
|
|
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
Thousands of dollars
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
8,690
|
|
|
$
|
12,628
|
|
Accounts and other receivables, net
|
|
136,360
|
|
|
166,436
|
|
||
Derivative instruments (note 3)
|
|
411,391
|
|
|
408,151
|
|
||
Related party receivables (note 4)
|
|
—
|
|
|
2,462
|
|
||
Inventory
|
|
3,912
|
|
|
3,727
|
|
||
Prepaid expenses
|
|
3,532
|
|
|
7,304
|
|
||
Total current assets
|
|
563,885
|
|
|
600,708
|
|
||
Equity investments
|
|
6,138
|
|
|
6,463
|
|
||
Property, plant and equipment
|
|
|
|
|
||||
Oil and natural gas properties
|
|
7,804,213
|
|
|
7,736,409
|
|
||
Other property, plant and equipment (note 2)
|
|
133,429
|
|
|
60,533
|
|
||
|
|
7,937,642
|
|
|
7,796,942
|
|
||
Accumulated depletion and depreciation (note 5)
|
|
(1,505,141
|
)
|
|
(1,342,741
|
)
|
||
Net property, plant and equipment
|
|
6,432,501
|
|
|
6,454,201
|
|
||
Other long-term assets
|
|
|
|
|
||||
Intangibles (note 6)
|
|
7,616
|
|
|
8,336
|
|
||
Goodwill (note 2)
|
|
95,947
|
|
|
92,024
|
|
||
Derivative instruments (note 3)
|
|
326,788
|
|
|
319,560
|
|
||
Other long-term assets (note 6)
|
|
108,194
|
|
|
157,042
|
|
||
Total assets
|
|
$
|
7,541,069
|
|
|
$
|
7,638,334
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
102,448
|
|
|
$
|
129,270
|
|
Current portion of long-term debt (note 7)
|
|
—
|
|
|
105,000
|
|
||
Derivative instruments (note 3)
|
|
5,339
|
|
|
5,457
|
|
||
Distributions payable
|
|
734
|
|
|
733
|
|
||
Current portion of asset retirement obligation (note 9)
|
|
4,388
|
|
|
4,948
|
|
||
Revenue and royalties payable
|
|
36,065
|
|
|
40,452
|
|
||
Wages and salaries payable
|
|
14,178
|
|
|
22,322
|
|
||
Accrued interest payable
|
|
42,882
|
|
|
20,672
|
|
||
Production and property taxes payable
|
|
25,980
|
|
|
25,207
|
|
||
Other current liabilities
|
|
6,422
|
|
|
7,495
|
|
||
Total current liabilities
|
|
238,436
|
|
|
361,556
|
|
||
Credit facility
|
|
2,218,000
|
|
|
2,089,500
|
|
||
Senior notes, net
|
|
1,156,532
|
|
|
1,156,560
|
|
||
Other long-term debt
|
|
2,700
|
|
|
1,100
|
|
||
Total long-term debt (note 7)
|
|
3,377,232
|
|
|
3,247,160
|
|
||
Deferred income taxes
|
|
2,743
|
|
|
2,575
|
|
||
Asset retirement obligation (note 9)
|
|
239,039
|
|
|
233,463
|
|
||
Derivative instruments (note 3)
|
|
2,378
|
|
|
2,269
|
|
||
Other long-term liabilities (note 10)
|
|
25,122
|
|
|
25,135
|
|
||
Total liabilities
|
|
3,884,950
|
|
|
3,872,158
|
|
||
Commitments and contingencies (note 11)
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
||||
Series A preferred units, 8.0 million units issued and outstanding at each of March 31, 2015 and December 31, 2014 (note 12)
|
|
193,215
|
|
|
193,215
|
|
||
Common units, 210.9 million units issued and outstanding at each of March 31, 2015 and December 31, 2014 (note 12)
|
|
3,456,330
|
|
|
3,566,468
|
|
||
Accumulated other comprehensive income (loss) (note 13)
|
|
(289
|
)
|
|
(392
|
)
|
||
Total partners' equity
|
|
3,649,256
|
|
|
3,759,291
|
|
||
Noncontrolling interest
|
|
6,863
|
|
|
6,885
|
|
||
Total equity
|
|
3,656,119
|
|
|
3,766,176
|
|
||
|
|
|
|
|
||||
Total liabilities and equity
|
|
$
|
7,541,069
|
|
|
$
|
7,638,334
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
Thousands of dollars, except per unit amounts
|
|
2015
|
|
2014
|
||||
Revenues and other income items
|
|
|
|
|
||||
Oil, natural gas and natural gas liquid sales
|
|
$
|
162,623
|
|
|
$
|
223,556
|
|
Gain (loss) on commodity derivative instruments, net (note 3)
|
|
137,192
|
|
|
(40,228
|
)
|
||
Other revenue, net
|
|
6,469
|
|
|
1,584
|
|
||
Total revenues and other income items
|
|
306,284
|
|
|
184,912
|
|
||
Operating costs and expenses
|
|
|
|
|
||||
Operating costs
|
|
117,978
|
|
|
82,197
|
|
||
Depletion, depreciation and amortization
|
|
109,824
|
|
|
63,501
|
|
||
Impairments (note 5)
|
|
59,113
|
|
|
—
|
|
||
General and administrative expenses
|
|
32,262
|
|
|
18,729
|
|
||
Restructuring costs (note 15)
|
|
4,918
|
|
|
—
|
|
||
Loss on sale of assets
|
|
15
|
|
|
86
|
|
||
Total operating costs and expenses
|
|
324,110
|
|
|
164,513
|
|
||
|
|
|
|
|
||||
Operating income (loss)
|
|
(17,826
|
)
|
|
20,399
|
|
||
|
|
|
|
|
||||
Interest expense, net of capitalized interest
|
|
39,665
|
|
|
30,658
|
|
||
Loss on interest rate swaps (note 3)
|
|
1,812
|
|
|
—
|
|
||
Other income, net
|
|
(477
|
)
|
|
(512
|
)
|
||
|
|
|
|
|
||||
Loss before taxes
|
|
(58,826
|
)
|
|
(9,747
|
)
|
||
|
|
|
|
|
||||
Income tax expense
|
|
92
|
|
|
11
|
|
||
|
|
|
|
|
||||
Net loss
|
|
(58,918
|
)
|
|
(9,758
|
)
|
||
|
|
|
|
|
||||
Less: Net loss attributable to noncontrolling interest
|
|
(93
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
Net loss attributable to the partnership
|
|
(58,825
|
)
|
|
(9,758
|
)
|
||
|
|
|
|
|
||||
Less: distributions to preferred unitholders
|
|
4,125
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net loss attributable to common unitholders
|
|
$
|
(62,950
|
)
|
|
$
|
(9,758
|
)
|
|
|
|
|
|
||||
Basic net loss per unit (note 12)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.08
|
)
|
Diluted net loss per unit (note 12)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.08
|
)
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
Thousands of dollars, except per unit amounts
|
|
2015
|
|
2014
|
||||
Net loss
|
|
$
|
(58,918
|
)
|
|
$
|
(9,758
|
)
|
|
|
|
|
|
||||
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Change in fair value of available-for-sale securities (a)
|
|
173
|
|
|
—
|
|
||
Pension and post-retirement benefits actuarial loss
|
|
—
|
|
|
—
|
|
||
Total other comprehensive income
|
|
173
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total comprehensive loss
|
|
(58,745
|
)
|
|
(9,758
|
)
|
||
|
|
|
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
(23
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
Comprehensive loss attributable to the partnership
|
|
$
|
(58,722
|
)
|
|
$
|
(9,758
|
)
|
|
||||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
Thousands of dollars
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(58,918
|
)
|
|
$
|
(9,758
|
)
|
Adjustments to reconcile to cash flows from operating activities:
|
|
|
|
|
||||
Depletion, depreciation and amortization
|
|
109,824
|
|
|
63,501
|
|
||
Impairments
|
|
59,113
|
|
|
—
|
|
||
Unit-based compensation expense
|
|
7,741
|
|
|
6,549
|
|
||
(Gain) loss on derivative instruments
|
|
(135,380
|
)
|
|
40,228
|
|
||
Derivative instrument settlement receipts (payments)
|
|
124,904
|
|
|
(13,500
|
)
|
||
Income from equity affiliates, net
|
|
325
|
|
|
(107
|
)
|
||
Deferred income taxes
|
|
168
|
|
|
(33
|
)
|
||
Loss on sale of assets
|
|
15
|
|
|
86
|
|
||
Other
|
|
(41
|
)
|
|
1,800
|
|
||
Changes in net assets and liabilities
|
|
|
|
|
||||
Accounts receivable and other assets
|
|
30,043
|
|
|
(20,752
|
)
|
||
Inventory
|
|
(185
|
)
|
|
5
|
|
||
Net change in related party receivables and payables
|
|
2,462
|
|
|
1,669
|
|
||
Accounts payable and other liabilities
|
|
1,078
|
|
|
46,623
|
|
||
Net cash provided by operating activities
|
|
141,149
|
|
|
116,311
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Property acquisitions
|
|
(13,993
|
)
|
|
(2,464
|
)
|
||
Capital expenditures
|
|
(97,230
|
)
|
|
(93,075
|
)
|
||
Other
|
|
(853
|
)
|
|
(2,037
|
)
|
||
Proceeds from sale of assets
|
|
—
|
|
|
1
|
|
||
Net cash used in investing activities
|
|
(112,076
|
)
|
|
(97,575
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Proceeds from issuance of common units, net
|
|
(63
|
)
|
|
180
|
|
||
Distributions to preferred unitholders
|
|
(4,125
|
)
|
|
—
|
|
||
Distributions to common unitholders
|
|
(54,122
|
)
|
|
(59,638
|
)
|
||
Proceeds from issuance of long-term debt, net
|
|
193,600
|
|
|
199,000
|
|
||
Repayments of long-term debt
|
|
(168,500
|
)
|
|
(157,000
|
)
|
||
Change in bank overdraft
|
|
199
|
|
|
(1,683
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(232
|
)
|
||
Net cash used in financing activities
|
|
(33,011
|
)
|
|
(19,373
|
)
|
||
Decrease in cash
|
|
(3,938
|
)
|
|
(637
|
)
|
||
Cash beginning of period
|
|
12,628
|
|
|
2,458
|
|
||
Cash end of period
|
|
$
|
8,690
|
|
|
$
|
1,821
|
|
Thousands of dollars
|
|
|
||
Cash
|
|
$
|
5,121
|
|
Accounts and other receivables
|
|
113,398
|
|
|
Current derivative instrument assets
|
|
70,362
|
|
|
Prepaid expenses
|
|
3,123
|
|
|
Oil and gas properties
|
|
2,397,967
|
|
|
Non-oil and gas assets
|
|
17,866
|
|
|
Goodwill
|
|
95,947
|
|
|
Long-term derivative instrument assets
|
|
72,998
|
|
|
Other long-term assets
|
|
50,619
|
|
|
Accounts payable and accrued liabilities
|
|
(157,916
|
)
|
|
Current derivative instrument liabilities
|
|
(6,512
|
)
|
|
Current asset retirement obligation
|
|
(2,618
|
)
|
|
Credit facility debt
|
|
(790,000
|
)
|
|
Senior notes at fair value
|
|
(344,129
|
)
|
|
Long-term asset retirement obligation
|
|
(91,465
|
)
|
|
Long-term derivative instrument liabilities
|
|
(8,877
|
)
|
|
Other long-term liabilities
|
|
(10,277
|
)
|
|
Noncontrolling interest
|
|
(7,173
|
)
|
|
|
|
$
|
1,408,434
|
|
|
|
Pro Forma
|
|
|
|
Three Months Ended
|
|
Thousands of dollars, except per unit amounts
|
|
March 31, 2014
|
|
Revenues
|
|
284,370
|
|
Net loss attributable to the partnership
|
|
(17,500
|
)
|
|
|
|
|
Net loss per common unit:
|
|
|
|
Basic
|
|
(0.08
|
)
|
Diluted
|
|
(0.08
|
)
|
|
|
Year
|
||||||||||||||
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||
Oil Positions:
|
|
|
|
|
|
|
|
|
||||||||
Fixed Price Swaps - NYMEX WTI
|
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl/d)
|
|
20,044
|
|
|
15,504
|
|
|
13,519
|
|
|
493
|
|
||||
Average Price ($/Bbl)
|
|
$
|
93.28
|
|
|
$
|
88.07
|
|
|
$
|
85.05
|
|
|
$
|
82.20
|
|
Fixed Price Swaps - ICE Brent
|
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl/d)
|
|
3,300
|
|
|
4,300
|
|
|
298
|
|
|
—
|
|
||||
Average Price ($/Bbl)
|
|
$
|
97.73
|
|
|
$
|
95.17
|
|
|
$
|
97.50
|
|
|
$
|
—
|
|
Collars - NYMEX WTI
|
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl/d)
|
|
2,025
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
||||
Average Floor Price ($/Bbl)
|
|
$
|
90.00
|
|
|
$
|
80.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average Ceiling Price ($/Bbl)
|
|
$
|
111.73
|
|
|
$
|
102.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collars - ICE Brent
|
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl/d)
|
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
|
||||
Average Floor Price ($/Bbl)
|
|
$
|
90.00
|
|
|
$
|
90.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average Ceiling Price ($/Bbl)
|
|
$
|
109.50
|
|
|
$
|
101.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Puts - NYMEX WTI
|
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl/d)
|
|
500
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
||||
Average Price ($/Bbl)
|
|
$
|
90.00
|
|
|
$
|
90.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total:
|
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl/d)
|
|
26,369
|
|
|
22,804
|
|
|
13,817
|
|
|
493
|
|
||||
Average Price ($/Bbl)
|
|
$
|
93.46
|
|
|
$
|
89.01
|
|
|
$
|
85.32
|
|
|
$
|
82.20
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural Gas Positions:
|
|
|
|
|
|
|
|
|
||||||||
Fixed Price Swaps - MichCon City-Gate
|
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu/d)
|
|
7,500
|
|
|
17,000
|
|
|
10,000
|
|
|
—
|
|
||||
Average Price ($/MMBtu)
|
|
$
|
6.00
|
|
|
$
|
4.46
|
|
|
$
|
4.48
|
|
|
$
|
—
|
|
Fixed Price Swaps - Henry Hub
|
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu/d)
|
|
54,891
|
|
|
36,050
|
|
|
19,016
|
|
|
1,870
|
|
||||
Average Price ($/MMBtu)
|
|
$
|
4.84
|
|
|
$
|
4.24
|
|
|
$
|
4.43
|
|
|
$
|
4.15
|
|
Collars - Henry Hub
|
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu/d)
|
|
18,000
|
|
|
630
|
|
|
595
|
|
|
—
|
|
||||
Average Floor Price ($/MMBtu)
|
|
$
|
5.00
|
|
|
$
|
4.00
|
|
|
$
|
4.00
|
|
|
—
|
|
|
Average Ceiling Price ($/MMBtu)
|
|
$
|
7.48
|
|
|
$
|
5.55
|
|
|
$
|
6.15
|
|
|
$
|
—
|
|
Puts - Henry Hub
|
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu/d)
|
|
1,920
|
|
|
11,350
|
|
|
10,445
|
|
|
—
|
|
||||
Average Price ($/MMBtu)
|
|
$
|
4.78
|
|
|
$
|
4.00
|
|
|
$
|
4.00
|
|
|
$
|
—
|
|
Deferred Premium ($/MMBtu)
|
|
$
|
0.64
|
|
(a)
|
$
|
0.66
|
|
|
$
|
0.69
|
|
|
$
|
—
|
|
Total:
|
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu/d)
|
|
82,311
|
|
|
65,030
|
|
|
40,056
|
|
|
1,870
|
|
||||
Average Price ($/MMBtu)
|
|
$
|
4.98
|
|
|
$
|
4.25
|
|
|
$
|
4.33
|
|
|
$
|
4.15
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basis Swaps - Henry Hub
|
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu/d)
|
|
14,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Average Price ($/MMBtu)
|
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year
|
||||||||||||||
Thousands of dollars
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||
Oil
|
|
$
|
3,528
|
|
|
$
|
7,438
|
|
|
$
|
734
|
|
|
$
|
—
|
|
Natural gas
|
|
$
|
1,499
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year
|
||||||
|
|
2015
|
|
2016
|
||||
Fixed Rate Swaps - LIBOR
|
|
|
|
|
||||
Notional Amount
(thousands of dollars)
|
|
$
|
401,933
|
|
|
$
|
410,000
|
|
Average Fixed Rate
|
|
1.59
|
%
|
|
1.72
|
%
|
Balance sheet location, thousands of dollars
|
|
Oil Commodity Derivatives
|
|
Natural Gas
Commodity Derivatives
|
|
Interest Rate Derivatives
|
|
Commodity Derivatives Netting (a)
|
|
Total Financial Instruments
|
||||||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets - derivative instruments
|
|
$
|
356,587
|
|
|
$
|
55,720
|
|
|
$
|
—
|
|
|
$
|
(916
|
)
|
|
$
|
411,391
|
|
Other long-term assets - derivative instruments
|
|
295,526
|
|
|
36,146
|
|
|
11
|
|
|
(4,895
|
)
|
|
326,788
|
|
|||||
Total assets
|
|
652,113
|
|
|
91,866
|
|
|
11
|
|
|
(5,811
|
)
|
|
738,179
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities - derivative instruments
|
|
(82
|
)
|
|
(996
|
)
|
|
(5,177
|
)
|
|
916
|
|
|
(5,339
|
)
|
|||||
Long-term liabilities - derivative instruments
|
|
(338
|
)
|
|
(4,557
|
)
|
|
(2,378
|
)
|
|
4,895
|
|
|
(2,378
|
)
|
|||||
Total liabilities
|
|
(420
|
)
|
|
(5,553
|
)
|
|
(7,555
|
)
|
|
5,811
|
|
|
(7,717
|
)
|
|||||
Net assets (liabilities)
|
|
$
|
651,693
|
|
|
$
|
86,313
|
|
|
$
|
(7,544
|
)
|
|
$
|
—
|
|
|
$
|
730,462
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets - derivative instruments
|
|
$
|
350,351
|
|
|
$
|
58,246
|
|
|
$
|
—
|
|
|
$
|
(446
|
)
|
|
$
|
408,151
|
|
Other long-term assets - derivative instruments
|
|
296,441
|
|
|
29,649
|
|
|
210
|
|
|
(6,740
|
)
|
|
319,560
|
|
|||||
Total assets
|
|
646,792
|
|
|
87,895
|
|
|
210
|
|
|
(7,186
|
)
|
|
727,711
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities - derivative instruments
|
|
(214
|
)
|
|
(563
|
)
|
|
(5,126
|
)
|
|
446
|
|
|
(5,457
|
)
|
|||||
Long-term liabilities - derivative instruments
|
|
(1,520
|
)
|
|
(5,220
|
)
|
|
(2,269
|
)
|
|
6,740
|
|
|
(2,269
|
)
|
|||||
Total liabilities
|
|
(1,734
|
)
|
|
(5,783
|
)
|
|
(7,395
|
)
|
|
7,186
|
|
|
(7,726
|
)
|
|||||
Net assets (liabilities)
|
|
$
|
645,058
|
|
|
$
|
82,112
|
|
|
$
|
(7,185
|
)
|
|
$
|
—
|
|
|
$
|
719,985
|
|
Thousands of dollars
|
|
Oil Commodity
Derivatives (a)
|
|
Natural Gas
Commodity Derivatives (a)
|
|
Interest Rate Derivatives (b)
|
|
Total Financial Instruments
|
||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Net gain (loss)
|
|
$
|
118,514
|
|
|
$
|
18,678
|
|
|
$
|
(1,812
|
)
|
|
$
|
135,380
|
|
Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(27,892
|
)
|
|
$
|
(12,336
|
)
|
|
$
|
—
|
|
|
$
|
(40,228
|
)
|
Thousands of dollars
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Assets (liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Crude Oil
|
|
|
|
|
|
|
|
|
||||||||
Crude oil swaps
|
|
$
|
—
|
|
|
$
|
592,592
|
|
|
$
|
—
|
|
|
$
|
592,592
|
|
Crude oil collars
|
|
—
|
|
|
—
|
|
|
42,095
|
|
|
42,095
|
|
||||
Crude oil puts
|
|
—
|
|
|
—
|
|
|
17,006
|
|
|
17,006
|
|
||||
Natural Gas
|
|
|
|
|
|
|
|
|
||||||||
Natural gas swaps
|
|
—
|
|
|
66,642
|
|
|
—
|
|
|
66,642
|
|
||||
Natural gas collars
|
|
—
|
|
|
—
|
|
|
11,351
|
|
|
11,351
|
|
||||
Natural gas puts
|
|
—
|
|
|
—
|
|
|
8,320
|
|
|
8,320
|
|
||||
Interest rate swaps
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
—
|
|
|
(7,544
|
)
|
|
—
|
|
|
(7,544
|
)
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Equities
|
|
4,197
|
|
|
—
|
|
|
—
|
|
|
4,197
|
|
||||
Mutual funds
|
|
10,679
|
|
|
—
|
|
|
—
|
|
|
10,679
|
|
||||
Exchange traded funds
|
|
4,733
|
|
|
—
|
|
|
—
|
|
|
4,733
|
|
||||
Net assets
|
|
$
|
19,609
|
|
|
$
|
651,690
|
|
|
$
|
78,772
|
|
|
$
|
750,071
|
|
Thousands of dollars
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Assets (liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Crude Oil
|
|
|
|
|
|
|
|
|
||||||||
Crude oil swaps
|
|
$
|
—
|
|
|
$
|
583,648
|
|
|
$
|
—
|
|
|
$
|
583,648
|
|
Crude oil collars
|
|
—
|
|
|
—
|
|
|
44,405
|
|
|
44,405
|
|
||||
Crude oil puts
|
|
—
|
|
|
—
|
|
|
17,005
|
|
|
17,005
|
|
||||
Natural gas commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Natural gas swaps
|
|
—
|
|
|
62,220
|
|
|
—
|
|
|
62,220
|
|
||||
Natural gas collars
|
|
—
|
|
|
—
|
|
|
13,256
|
|
|
13,256
|
|
||||
Natural gas puts
|
|
—
|
|
|
—
|
|
|
6,636
|
|
|
6,636
|
|
||||
Interest rate swaps
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
—
|
|
|
(7,185
|
)
|
|
—
|
|
|
(7,185
|
)
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
Equities
|
|
4,138
|
|
|
—
|
|
|
—
|
|
|
4,138
|
|
||||
Mutual funds
|
|
10,577
|
|
|
—
|
|
|
—
|
|
|
10,577
|
|
||||
Exchange traded funds
|
|
4,630
|
|
|
—
|
|
|
—
|
|
|
4,630
|
|
||||
Net assets
|
|
$
|
19,345
|
|
|
$
|
638,683
|
|
|
$
|
81,302
|
|
|
$
|
739,330
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||
Thousands of dollars
|
|
Oil
|
|
Natural Gas
|
|
Oil
|
|
Natural Gas
|
||||||||
Assets (a):
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
61,410
|
|
|
$
|
19,892
|
|
|
$
|
8,957
|
|
|
$
|
1,848
|
|
Derivative instrument settlements (b)
|
|
10,987
|
|
|
3,567
|
|
|
—
|
|
|
(57
|
)
|
||||
Loss (b)(c)
|
|
(13,296
|
)
|
|
(3,788
|
)
|
|
(1,864
|
)
|
|
(639
|
)
|
||||
Ending balance
|
|
$
|
59,101
|
|
|
$
|
19,671
|
|
|
$
|
7,093
|
|
|
$
|
1,152
|
|
|
|
Fair Value at
|
|
Valuation
|
|
|
|
|
||
Thousands of dollars
|
|
March 31, 2015
|
|
Technique
|
|
Unobservable Input
|
|
Range
|
||
Oil Options
|
|
$
|
59,101
|
|
|
Option Pricing Model
|
|
Oil forward commodity prices
|
|
$47.60/Bbl - $66.68/Bbl
|
|
|
|
|
|
|
Oil volatility
|
|
22.92% - 54.89%
|
||
|
|
|
|
|
|
Own credit risk
|
|
5%
|
||
Natural Gas Options
|
|
19,671
|
|
|
Option Pricing Model
|
|
Gas forward commodity prices
|
|
$2.59/MMBtu - $3.55/MMBtu
|
|
|
|
|
|
|
|
Gas volatility
|
|
18.52% - 45.86%
|
||
|
|
|
|
|
|
Own credit risk
|
|
5%
|
||
Total
|
|
$
|
78,772
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
Valuation
|
|
|
|
|
||
Thousands of dollars
|
|
December 31, 2014
|
|
Technique
|
|
Unobservable Input
|
|
Range
|
||
Oil Options
|
|
$
|
61,410
|
|
|
Option Pricing Model
|
|
Oil forward commodity prices
|
|
$53.27/Bbl - $71.66/Bbl
|
|
|
|
|
|
|
Oil volatility
|
|
29.21% - 46.16%
|
||
|
|
|
|
|
|
Own credit risk
|
|
5%
|
||
Natural Gas Options
|
|
19,892
|
|
|
Option Pricing Model
|
|
Gas forward commodity prices
|
|
$2.88/MMBtu - $3.99/MMBtu
|
|
|
|
|
|
|
|
Gas volatility
|
|
18.59% - 63.51%
|
||
|
|
|
|
|
|
Own credit risk
|
|
5%
|
||
Total
|
|
$
|
81,302
|
|
|
|
|
|
|
|
|
|
As of
|
||||||
Thousands of dollars
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Credit facility
|
|
$
|
2,218,000
|
|
|
$
|
2,194,500
|
|
Promissory note
|
|
2,700
|
|
|
1,100
|
|
||
8.625% Senior Notes due 2020
|
|
305,000
|
|
|
305,000
|
|
||
7.875% Senior Notes due 2022
|
|
850,000
|
|
|
850,000
|
|
||
Net premium on Senior Notes
|
|
1,532
|
|
|
1,560
|
|
||
Total debt
|
|
3,377,232
|
|
|
3,352,160
|
|
||
Less: current portion of long-term debt
|
|
—
|
|
|
(105,000
|
)
|
||
Total long-term debt
|
|
$
|
3,377,232
|
|
|
$
|
3,247,160
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
Thousands of dollars
|
|
2015
|
|
2014
|
||||
Credit agreement (including commitment fees)
|
|
$
|
13,965
|
|
|
$
|
5,260
|
|
Senior notes
|
|
23,311
|
|
|
23,311
|
|
||
Amortization of net premium and deferred issuance costs
|
|
2,389
|
|
|
2,148
|
|
||
Capitalized interest
|
|
—
|
|
|
(61
|
)
|
||
Total
|
|
$
|
39,665
|
|
|
$
|
30,658
|
|
(1)
|
a disposition of all or substantially all the assets of the guarantor subsidiary (including by way of merger or consolidation) to a third person, provided the disposition complies with the applicable indenture,
|
(2)
|
a disposition of the capital stock of the guarantor subsidiary to a third person, if the disposition complies with the applicable indenture and as a result the guarantor subsidiary ceases to be our subsidiary,
|
(3)
|
the designation by us of the guarantor subsidiary as an Unrestricted Subsidiary as defined in the applicable indenture,
|
(4)
|
legal or covenant defeasance of such series of senior notes or satisfaction and discharge of the related indenture,
|
(5)
|
the liquidation or dissolution of the guarantor subsidiary, provided no default under the applicable indenture exists, or
|
(6)
|
the guarantor subsidiary ceases both (a) to guarantee any other indebtedness of ours or any other guarantor subsidiary and (b) to be an obligor under any bank credit facility.
|
|
|
Three Months Ended
|
|
Year Ended
|
||||
Thousands of dollars
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Carrying amount, beginning of period
|
|
$
|
238,411
|
|
|
$
|
123,769
|
|
Acquisitions
|
|
267
|
|
|
95,800
|
|
||
Liabilities incurred
|
|
1,882
|
|
|
4,020
|
|
||
Liabilities settled
|
|
(2,436
|
)
|
|
(1,708
|
)
|
||
Revisions
|
|
1,184
|
|
|
6,770
|
|
||
Accretion expense
|
|
4,119
|
|
|
9,760
|
|
||
Carrying amount, end of period
|
|
243,427
|
|
|
238,411
|
|
||
Less: current portion of ARO
|
|
(4,388
|
)
|
|
(4,948
|
)
|
||
Non-current portion of ARO
|
|
$
|
239,039
|
|
|
$
|
233,463
|
|
Thousands of dollars
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
Service cost
|
|
$
|
67
|
|
|
$
|
9
|
|
Interest cost
|
|
254
|
|
|
39
|
|
||
Expected return on plan assets
|
|
(336
|
)
|
|
(25
|
)
|
||
Net periodic benefit costs (income)
|
|
$
|
(15
|
)
|
|
$
|
23
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
Thousands, except per unit amounts
|
|
2015
|
|
2014
|
||||
Net loss attributable to the partnership
|
|
$
|
(58,825
|
)
|
|
$
|
(9,758
|
)
|
Less:
|
|
|
|
|
||||
Net loss attributable to participating units
|
|
(1,432
|
)
|
|
(138
|
)
|
||
Distributions to preferred unitholders
|
|
4,125
|
|
|
—
|
|
||
Net loss attributable to Common Unitholders
|
|
$
|
(61,518
|
)
|
|
$
|
(9,620
|
)
|
|
|
|
|
|
||||
Weighted average number of units used to calculate basic and diluted net loss per unit:
|
|
|
|
|
||||
Common Units
|
|
210,931
|
|
|
119,206
|
|
||
Dilutive units (a)
|
|
—
|
|
|
—
|
|
||
Denominator for diluted net loss per unit
|
|
210,931
|
|
|
119,206
|
|
||
|
|
|
|
|
||||
Net loss per common unit
|
|
|
|
|
||||
Basic
|
|
$
|
(0.29
|
)
|
|
$
|
(0.08
|
)
|
Diluted
|
|
$
|
(0.29
|
)
|
|
$
|
(0.08
|
)
|
|
|
Gain (loss) on
|
|
|
||||||||
Thousands of dollars
|
|
Available-For-Sale Securities
|
|
Postretirement Benefits
|
|
Total
|
||||||
Accumulated comprehensive loss attributable to the partnership as of December 31, 2014
|
|
$
|
(112
|
)
|
|
$
|
(280
|
)
|
|
$
|
(392
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification
|
|
195
|
|
|
—
|
|
|
195
|
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Net current period other comprehensive income
|
|
173
|
|
|
—
|
|
|
173
|
|
|||
Less: noncontrolling interest
|
|
70
|
|
|
—
|
|
|
70
|
|
|||
Accumulated comprehensive loss attributable to the Partnership
|
|
$
|
(9
|
)
|
|
$
|
(280
|
)
|
|
$
|
(289
|
)
|
Thousands of dollars
|
|
2015
|
||
Beginning Balance
|
|
$
|
—
|
|
Severance payments
|
|
3,815
|
|
|
Unit-based compensation expense
|
|
814
|
|
|
Other termination costs
|
|
289
|
|
|
Ending Balance
|
|
$
|
4,918
|
|
•
|
Ark-La-Tex (Arkansas, Louisiana and East Texas);
|
•
|
Michigan, Indiana and Kentucky (“MI/IN/KY”);
|
•
|
Permian Basin in Texas and New Mexico;
|
•
|
Mid-Continent (Oklahoma, Kansas and the Texas Panhandle);
|
•
|
Rockies (Wyoming);
|
•
|
Florida (and Alabama); and
|
•
|
California.
|
|
|
Three Months Ended March 31,
|
|
Increase/
|
|
|
|||||||||
Thousands of dollars, except as indicated
|
|
2015
|
|
2014
|
|
(Decrease)
|
|
%
|
|
||||||
Total production (MBoe)
|
|
5,051
|
|
|
3,219
|
|
|
1,832
|
|
|
57
|
%
|
|||
Oil (MBbl)
|
|
2,890
|
|
|
1,799
|
|
|
1,091
|
|
|
61
|
%
|
|||
NGLs (MBbl)
|
|
459
|
|
|
258
|
|
|
201
|
|
|
78
|
%
|
|||
Natural gas (MMcf)
|
|
10,211
|
|
|
6,971
|
|
|
3,240
|
|
|
46
|
%
|
|||
Average daily production (Boe/d)
|
|
56,122
|
|
|
35,768
|
|
|
20,354
|
|
|
57
|
%
|
|||
Sales volumes (MBoe)
|
|
4,999
|
|
|
3,233
|
|
|
1,766
|
|
|
55
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average realized sales price (per Boe) (a)(b)
|
|
$
|
32.52
|
|
|
$
|
69.12
|
|
|
$
|
(36.60
|
)
|
|
(53
|
)%
|
Oil (per Bbl) (a)(b)
|
|
43.62
|
|
|
92.12
|
|
|
(48.50
|
)
|
|
(53
|
)%
|
|||
NGLs (per Bbl)
|
|
16.54
|
|
|
42.89
|
|
|
(26.35
|
)
|
|
(61
|
)%
|
|||
Natural gas (per Mcf) (b)
|
|
$
|
3.05
|
|
|
$
|
6.51
|
|
|
$
|
(3.46
|
)
|
|
(53
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Oil sales
|
|
$
|
123,843
|
|
|
$
|
167,086
|
|
|
$
|
(43,243
|
)
|
|
(26
|
)%
|
NGL sales
|
|
7,591
|
|
|
11,065
|
|
|
(3,474
|
)
|
|
(31
|
)%
|
|||
Natural gas sales
|
|
31,189
|
|
|
45,405
|
|
|
(14,216
|
)
|
|
(31
|
)%
|
|||
Gain (loss) on commodity derivative instruments
|
|
137,192
|
|
|
(40,228
|
)
|
|
177,420
|
|
|
n/a
|
|
|||
Other revenues, net (c)
|
|
6,469
|
|
|
1,584
|
|
|
4,885
|
|
|
n/a
|
|
|||
Total revenues
|
|
306,284
|
|
|
184,912
|
|
|
121,372
|
|
|
66
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Lease operating expenses before taxes (d)
|
|
100,079
|
|
|
66,990
|
|
|
33,089
|
|
|
49
|
%
|
|||
Production and property taxes (e)
|
|
13,544
|
|
|
15,659
|
|
|
(2,115
|
)
|
|
(14
|
)%
|
|||
Total lease operating expenses
|
|
113,623
|
|
|
82,649
|
|
|
30,974
|
|
|
37
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Purchases and other operating costs
|
|
158
|
|
|
214
|
|
|
(56
|
)
|
|
(26
|
)%
|
|||
Salt water disposal costs
|
|
4,021
|
|
|
—
|
|
|
4,021
|
|
|
n/a
|
|
|||
Change in inventory
|
|
176
|
|
|
(666
|
)
|
|
842
|
|
|
n/a
|
|
|||
Total operating costs
|
|
$
|
117,978
|
|
|
$
|
82,197
|
|
|
$
|
35,781
|
|
|
44
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Lease operating expenses before taxes per Boe
|
|
$
|
19.81
|
|
|
$
|
20.81
|
|
|
$
|
(1.00
|
)
|
|
(5
|
)%
|
Production and property taxes per Boe
|
|
2.68
|
|
|
4.86
|
|
|
(2.18
|
)
|
|
(45
|
)%
|
|||
Total lease operating expenses per Boe
|
|
$
|
22.49
|
|
|
$
|
25.67
|
|
|
$
|
(3.18
|
)
|
|
(12
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Depletion, depreciation and amortization (“DD&A”)
|
|
$
|
109,824
|
|
|
$
|
63,501
|
|
|
$
|
46,323
|
|
|
73
|
%
|
DD&A per Boe
|
|
21.74
|
|
|
19.73
|
|
|
2.01
|
|
|
10
|
%
|
|||
Impairments
|
|
59,113
|
|
|
—
|
|
|
59,113
|
|
|
n/a
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
G&A excluding unit based compensation
|
|
$
|
25,335
|
|
|
$
|
12,180
|
|
|
$
|
13,155
|
|
|
108
|
%
|
G&A excluding unit based compensation per Boe
|
|
$
|
5.02
|
|
|
$
|
3.78
|
|
|
$
|
1.24
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
(a) Includes the per Boe price effect of crude oil purchases.
|
|||||||||||||||
(b) Excludes the effect of commodity derivative settlements.
|
|||||||||||||||
(c) Includes salt water disposal revenues, gas processing fees, earnings from equity investments and other operating revenues.
|
|||||||||||||||
(d) Includes district expenses, transportation expenses and processing fees.
|
|||||||||||||||
(e) Includes ad valorem and severance taxes.
|
NUMBER
|
|
DOCUMENT
|
3.1
|
|
Certificate of Limited Partnership of Breitburn Energy Partners LP (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 (File No. 333-134049) filed on July 13, 2006).
|
3.2*
|
|
Certificate of Amendment to Certificate of Limited Partnership of Breitburn Energy Partners LP.
|
3.3
|
|
Third Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on April 14, 2015).
|
3.4
|
|
Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of April 5, 2010 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2011).
|
3.5
|
|
Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of December 30, 2010 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 6, 2011).
|
3.6
|
|
Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on July 2, 2014).
|
4.1
|
|
Indenture, dated as of October 6, 2010, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 7, 2010).
|
4.2
|
|
Indenture, dated as of January 13, 2012, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
|
4.3
|
|
Indenture, dated as of April 8, 2015, by and among Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-33055) filed on April 14, 2015).
|
4.4
|
|
First Supplemental Indenture, dated as of August 8, 2013, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the Indenture, dated as of October 6, 2010 (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-33055) filed on November 22, 2013).
|
4.5
|
|
First Supplemental Indenture, dated as of August 8, 2013, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the Indenture dated as of January 13, 2012 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on November 22, 2013).
|
4.6
|
|
Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the Indenture, dated as of October 6, 2010 (incorporated herein by reference to Exhibit 4.8 to Post-Effective Amendment No. 2 to Form S-3 (File No. 001-181531) filed on November 24, 2014).
|
4.7
|
|
Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the Indenture dated as of January 13, 2012 (incorporated herein by reference to Post-Effective Amendment No. 2 to Form S-3 (File No. 001-181531) filed on November 24, 2014).
|
4.8
|
|
Registration Rights Agreement, dated July 23, 2014, by and among Breitburn Energy Partners LP, QR Holdings (QRE), LLC, QR Energy Holdings, LLC, Quantum Resources B, LP, Quantum Resources A1, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by QR Energy, LP on July 29, 2014).
|
4.9
|
|
Registration Rights Agreement, dated April 8, 2015, by and among Breitburn Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 14, 2015).
|
10.1*
|
|
Amendment No. 5 to the Third Amended and Restated Administrative Services Agreement between Pacific Coast Energy Company LP and Breitburn Management Company LLC dated May 1, 2015.
|
10.2
|
|
Amended and Restated Series B Preferred Unit Purchase Agreement, dated as of April 8, 2015, by and among Breitburn Energy Partners LP, EIG Redwood Equity Aggregator, LP, ACMO BBEP Corp. and the other purchasers listed on Schedule A thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-33055) filed on April 14, 2015).
|
|
|
BREITBURN ENERGY PARTNERS LP
|
|
|
|
|
|
|
|
By:
|
BREITBURN GP LLC,
|
|
|
|
its General Partner
|
|
|
|
|
Dated:
|
May 5, 2015
|
By:
|
/s/ Halbert S. Washburn
|
|
|
|
Halbert S. Washburn
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Dated:
|
May 5, 2015
|
By:
|
/s/ James G. Jackson
|
|
|
|
James G. Jackson
|
|
|
|
Chief Financial Officer
|
1.
|
Name
.
The name of the limited partnership is Breitburn Energy Partners LP.
|
1.
|
Successors and Assigns
. This Amendment shall be binding upon, and shall enure to the benefit of, each of the Parties, and their respective successors and assigns.
|
2.
|
Full Force and Effect
. Except to the extent modified hereby, the ASA 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.
|
|
||
|
|
|
|
PACIFIC COAST ENERGY COMPANY LP
|
|
|
|
|
|
By: PCEC (GP) LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Randall H. Breitenbach
|
|
Name: Randall H. Breitenbach
|
|
|
Title: Chief Executive Officer
|
|
|
|
|
|
BREITBURN MANAGEMENT COMPANY LLC
|
|
|
|
|
|
By: Breitburn Energy Partners LP, its sole member
|
|
|
By: Breitburn GP LLC
|
|
|
|
|
|
By:
|
/s/ Halbert S. Washburn
|
|
Name: Halbert S. Washburn
|
|
|
Title: Chief Executive Officer
|
|
|
/s/ Halbert S. Washburn
|
|
|
|
Halbert S. Washburn
|
|
|
|
Chief Executive Officer of Breitburn GP LLC
|
|
|
|
|
|
Dated:
|
May 5, 2015
|
|
|
|
/s/ James G. Jackson
|
|
|
|
James G. Jackson
|
|
|
|
Chief Financial Officer of Breitburn GP LLC
|
|
|
|
|
|
Dated:
|
May 5, 2015
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
|
|
/s/ Halbert S. Washburn
|
|
|
Halbert S. Washburn
|
|
|
Chief Executive Officer of Breitburn GP LLC
|
|
|
|
Dated:
|
May 5, 2015
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
|
|
/s/ James G. Jackson
|
|
|
James G. Jackson
|
|
|
Chief Financial Officer of Breitburn GP LLC
|
|
|
|
Dated:
|
May 5, 2015
|
|