Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 6, 2009, Crosstex Energy Services, L.P. and Crosstex Energy Services GP, LLC (collectively, the "Sellers"), subsidiaries of Crosstex Energy, L.P. (the "Partnership"), completed the sale of the Partnership's Mississippi, Alabama and south Texas assets, consisting of all of the partnership interests of certain Crosstex entities holding such assets (the "Transferred Assets") to Southcross Energy LLC (the "Purchaser") pursuant to the terms of the Purchase and Sale Agreement dated June 9, 2009, as amended (the "Purchase Agreement"). At closing the Purchaser paid an amount in cash equal to approximately $218.0 million, which represents the purchase price of $220.0 million adjusted for working capital and price adjustments provided for in the Purchase Agreement, and which is subject to further post-closing adjustments as provided for in the Purchase Agreement. The Partnership previously announced the entry into the Purchase Agreement in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2009. Item 7.01. Regulation FD Disclosure.
On August 6, 2009, the Partnership issued a press release (the "Press Release") reporting the sale of the Transferred Assets. A copy of the Press Release is furnished as exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached exhibit 99.1 are deemed to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information. The Transferred Assets have been reflected as discontinued operations in the Partnership's consolidated statements of operations and reflected as assets and liabilities held for sale in the Partnership's condensed consolidated balance sheets in its Form 10-Q for the quarter ended June 30, 2009 filed with the Securities and Exchange Commission on August 7, 2009. Because the financial statements included in the Partnership's Form 10-Q for the quarter ended June 30, 2009 show the historical effect of the sale of the Transferred Assets for the three and six month periods ended June 30, 2009 and June 30, 2008 and the condensed consolidated balance sheet for June 30, 2009, the Partnership believes those statements represent the pro forma consolidated statement of operations for the three and six months ended June 30, 2009 and the pro forma condensed consolidated balance sheet as of June 30, 2009 and will not file separate pro forma financial statements for these periods. The unaudited pro forma consolidated financial information for the year ended December 31, 2008 giving effect to the sale of the Transferred Assets is included as exhibit 99.2.
(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit 99.1 is deemed to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

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EXHIBIT NUMBER DESCRIPTION 99.1 - Press Release dated August 6, 2009. 99.2 - Unaudited pro forma consolidated financial information for the year ended December 31, 2008.

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