24 Nov 2014listing compliance notice▼ BadMajor
QR Energy, LP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 Nov 2014business combination● NeutralMajor
The Breitburn merger closed on November 19, 2014, and QR Energy became a wholly owned Breitburn subsidiary. Each common and Class B unit converted into 0.9856 Breitburn common units (cash for fractions), Class C preferred units converted into cash totalling $350 million, and restricted and performance units vested and converted on the same terms. The contingent Class B units were treated as issued in an adjusted amount of 6,748,067 less a performance-unit adjustment (the excess of performance units settled in common units over 383,900) and also converted into Breitburn units. NYSE trading in QRE units was suspended on November 20, 2014, delisting was requested, and a Form 15 to end reporting is planned. All directors and listed officers (including CEO Alan Smith and CFO Cedric Burgher) resigned at closing. This completes the merger that was pending in earlier filings.
24 Nov 2014securities registration● Neutral
QR Energy, LP amended an already-effective registration statement.
24 Nov 2014securities registration● Neutral
QR Energy, LP amended an already-effective registration statement.
24 Nov 2014securities registration● Neutral
QR Energy, LP amended an already-effective registration statement.
24 Nov 2014securities registration● Neutral
QR Energy, LP amended an already-effective registration statement.
21 Nov 2014listing compliance notice● NeutralMajor
QR Energy, LP's exchange filed to remove a class of its securities from listing.
10 Nov 2014business combination● Neutral
On November 10, 2014, QR Energy, Breitburn and related parties agreed in principle to settle a unitholder class action claiming the directors approved the merger at an unfair price and through an unfair process. In return QR Energy and Breitburn agreed to add extra disclosures to the merger proxy (for example on the sale process, financial advisor analyses and pro forma distribution effects). The filing says the settlement will not change the November 18 meeting date or the merger consideration, and the defendants deny any wrongdoing. The settlement is conditioned on the merger closing, class certification and final court approval.
5 Nov 2014quarterly activities report● Neutral
QR Energy, LP reported a quarterly net income of $102.1 million for the period ended 2014-09-30.
5 Nov 2014quarterly activities report● Neutral
QR Energy, LP reported a quarterly net income of $102.1 million for the period ended 2014-09-30.
17 Oct 2014business combination● NeutralMajor
QR Energy filed its definitive proxy statement/prospectus for the November 18, 2014 vote on the Breitburn merger. Common and Class B unitholders would get 0.9856 Breitburn common units per unit (capped at 72,001,686 Breitburn units in total), valued at $22.48 per unit on July 23, 2014, a 19% premium to QRE's $18.87 close that day. Class C preferred units get $350 million in cash in total. QRE unitholders would own about 37% of Breitburn afterwards. Approval needs a majority of all outstanding common, Class B and Class C units voting together. The Class B and Class C holders have agreed to vote in favour, and together with the common units those holders own, they represent about 37% of the votes. The board recommends voting for, and not voting counts as a vote against.
17 Oct 2014business combination● Neutral
QR Energy set November 18, 2014 (2:00 p.m. Central, Houston) as the date of the special unitholder meeting to vote on the Breitburn merger, with an October 13, 2014 record date for who can vote. The meeting will also cover an advisory vote on merger-related executive pay and a possible adjournment. The press release says the deal is still expected to close in late 2014. This moves the pending merger toward its vote.
19 Aug 2014business combination▲ Good
On August 19, 2014, QR Energy and Breitburn announced that the US antitrust waiting period (Hart-Scott-Rodino) ended early, satisfying one closing condition for the merger. Other regulatory approvals and QR Energy unitholder approval are still needed, and closing is expected in late 2014 or early 2015.
6 Aug 2014quarterly activities report● Neutral
QR Energy, LP reported a quarterly net income of $102.1 million for the period ended 2014-09-30.
29 July 2014business combination● NeutralMajor
This filing gives the terms of the July 23, 2014 Breitburn merger: each QR Energy common unit and Class B unit converts into 0.9856 Breitburn common units (cash for fractions), while the Class C preferred units get cash totaling $350 million split across those units. Breitburn agreed to raise its monthly distribution to at least $0.1733 per unit after closing. Closing needs QR Energy unitholder approval, an effective Breitburn S-4 and NASDAQ listing; either side can terminate if the merger is not completed by March 31, 2015, and QR Energy would owe a $64.875 million termination fee in specified cases such as taking a superior offer. Quantum fund holders and the management unitholders agreed to vote their units for the merger and not sell, and the Quantum services and omnibus agreements will be terminated at closing. The deal is not yet closed, so unitholders' conversion into Breitburn units is pending, not completed.
24 July 2014business combination● NeutralMajor
On July 24, 2014, QR Energy announced a definitive merger agreement with Breitburn Energy Partners LP, in which Breitburn will merge with QR Energy in a unit-for-unit exchange the press release values at about $3.0 billion including net debt and the Class C preferred units; QR Energy would become a wholly owned Breitburn subsidiary and get one seat on Breitburn's board. The same filing furnished preliminary second-quarter 2014 results: revenue $133.3 million, production 20,264 Boe/d, Adjusted EBITDA $69.6 million, distributable cash flow $34.9 million, and about $1,012 million of debt at June 30, 2014. This ends QR Energy's path as an independent company if the deal closes, subject to unitholder, SEC and other approvals.
7 May 2014quarterly activities report▼ Bad
QR Energy, LP reported a quarterly net loss of $51.4 million for the period ended 2014-06-30.
3 Mar 2014securities registration● Neutral
QR Energy, LP filed a prospectus supplement for an offering off its existing shelf.
3 Mar 2014capital raising announcement● NeutralMajor
On March 2-3, 2014, QR Energy bought 100% of its general partner, QRE GP, LLC, from QR Holdings (QRE), LLC and QR Energy Holdings, LLC, and ended the Management Incentive Fee (the fee that in March 2013 was partly paid in Class B Units). In exchange the sellers can receive up to 11,552,184 Class B units in up to four equal installments of 2,888,046, in any four of the six years starting 2014, only if the year's distributions are at least $0.4744 per unit each quarter, distribution coverage is at least 1.0, and debt to EBITDAX stays at or below 4.0 (unless the conflicts committee waives it). The filing states this is a change of control of the partnership. Separately, the company set up an at-the-market program to sell up to $100 million of common units through UBS, Credit Suisse and JonesTrading, and amended its credit agreement (Sixth Amendment) to permit the buyout; it also furnished fourth-quarter 2013 results and 2014 guidance, whose figures are cut off in the text provided.
20 Feb 2014agm notice● Neutral
QR Energy, LP announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
3 Feb 2014agm notice● Neutral
QR Energy, LP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
14 Jan 2014securities registration● Neutral
QR Energy, LP filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
6 Nov 2013quarterly activities report▼ Bad
QR Energy, LP reported a quarterly net loss of $21.7 million for the period ended 2013-09-30.
6 Nov 2013quarterly activities report▼ Bad
QR Energy, LP reported a quarterly net loss of $21.7 million for the period ended 2013-09-30.
7 Aug 2013quarterly activities report▼ Bad
QR Energy, LP reported a quarterly net loss of $21.7 million for the period ended 2013-09-30.
7 Aug 2013quarterly activities report▼ Bad
QR Energy, LP reported a quarterly net loss of $21.7 million for the period ended 2013-09-30.
2 July 2013material agreement● NeutralMajor
On June 27, 2013, QR Energy agreed to buy predominantly oil properties in the Ark-La-Tex area for about $110 million from an undisclosed private seller, to be paid from cash on hand and credit facility borrowings, with closing expected in August 2013. The press release (company estimates) describes the properties as contiguous to its existing East Texas field holdings, with about 900 Boe/d of production and 6.0 million Boe of proved reserves, and says it expects an immediate boost to distributable cash flow; this is another acquisition following the December 2012 East Texas and Jay field purchases.
8 May 2013quarterly activities report● Neutral
QR Energy, LP reported a quarterly net income of $63.6 million for the period ended 2013-06-30.
8 May 2013quarterly activities report● Neutral
QR Energy, LP reported a quarterly net income of $63.6 million for the period ended 2013-06-30.
6 Mar 2013capital raising announcement● NeutralMajor
On March 4, 2013, QR Energy issued 6,133,558 new Class B Units to its general partner after the general partner chose to take 80% of its fourth-quarter 2012 management incentive fee in units instead of cash; the fee falls to $0.7 million and the Class B Units get a $3.0 million distribution for the quarter. The Class B Units convert one-to-one into common units and carry the same distribution rights, so this modestly increases the unit count. The same filing furnished fourth-quarter 2012 results: net income $1.9 million, Adjusted EBITDA $71.1 million, distributable cash flow $39.3 million, a $0.4875 per unit distribution paid February 15, 2013, and $766 million of debt outstanding with $400 million undrawn.