Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 1, 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 natural gas
treating business, consisting of all of the partnership interests of Crosstex
Treating Services, L.P. (the "Transferred Assets") to KM Treating GP LLC, a
subsidiary of Kinder-Morgan Energy Partners, L.P. (the "Purchaser"), pursuant to
the terms of the Partnership Interest Purchase and Sale Agreement dated
August 28, 2009 (the "Purchase Agreement"). At closing the Purchaser paid an
amount in cash equal to approximately $265.4 million, which includes 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
September 3, 2009.
Item 7.01. Regulation FD Disclosure.
On October 1, 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 unaudited pro forma consolidated Statement of Operations for the year ended
December 31, 2008 and the six months ended June 30, 2009 and the unaudited pro
forma condensed Consolidated Balance Sheet as of June 30, 2009 giving effect to
the sale of the Transferred Assets are 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 October 1, 2009.
99.2 - Unaudited pro forma consolidated Statement of
Operations for the year ended December 31, 2008 and
the six months ended June 30, 2009 and unaudited pro
forma condensed Consolidated Balance Sheet as of
June 30, 2009.
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