Item 2.01. Completion of Acquisition or Disposition of Assets.
Crosstex Energy, Inc. (the "Registrant") owns the two percent general partner
interest, a 33 percent limited partner interest and the incentive distribution
rights of Crosstex Energy, L.P. (the "Partnership").
On August 6, 2009, Crosstex Energy Services, L.P. and Crosstex Energy Services
GP, LLC (collectively, the "Sellers"), subsidiaries of 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
Registrant 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
Registrant's consolidated statements of operations and reflected as assets and
liabilities held for sale in the Registrant'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 Registrant'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 Registrant 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.
EXHIBIT
NUMBER DESCRIPTION
99.1 - Press Release dated August 6, 2009 (incorporated by
reference to Exhibit 99.1 to Crosstex Energy, L.P.'s current
report on Form 8-K dated August 6, 2009, filed with the
Securities and Exchange Commission on August 11, 2009).
99.2 - Unaudited pro forma consolidated financial information for
the year ended December 31, 2008.
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