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 nothing at all; bank lenders were repaid in cash plus a $400 million exit loan, second lien noteholders took 92.5% of the surviving LegacyCo, and unsecured noteholders had to write a $465 million cheque of their own to own the Permian assets. Unitholders who funded nine years of acquisitions through repeated equity raises received no distribution, and were left with a taxable gain from the debt cancellation.
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 moved to delist the units three days after the bankruptcy filing, citing the filing itself and doubt that unitholders had any residual value left. Breitburn did not appeal; the units moved to the over-the-counter pink sheets.
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.
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.
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.
28 Apr 2014debt financing▲ GoodMajor
Banks lifted the borrowing base to $1.6 billion, kept commitments at $1.4 billion and pushed the revolver out a year to May 2017. This was the high-water mark of lender confidence; every redetermination after the oil price broke went the other way.
20 Mar 2014material agreement● Neutral
Set up a $200 million at-the-market programme to dribble units into the market as needed. A cheaper, quieter version of the underwritten raises, and a sign that regular equity issuance was now permanent plumbing rather than an occasional event.
31 Dec 2013asset acquisition disposition● NeutralMajor
Closed the third CrownRock deal plus $20 million of extra interests. The disclosure that matters is the last line: $727 million drawn against $1.4 billion of lender commitments, after roughly $1.15 billion of acquisitions in 2013 alone.
13 Dec 2013material agreement● NeutralMajor
A third CrownRock purchase, $282 million for more Permian acreage, with Breitburn saying it would hedge five years of the acquired production immediately. The hedges were the whole thesis: buy long-life production on debt and lock in the price.