On March 6, 2013, Crosstex Energy, L.P. (the "Partnership") and Crosstex Energy, Inc. (the "Company"), the owner of combined general and limited partner interests of approximately 19 percent and the incentive distribution rights of the Partnership, issued a press release announcing that the Company has agreed to invest approximately $50 million in new natural gas compression and condensate stabilization facilities that will provide services for producers in the Utica Shale play (the "E2 Investment"). The Partnership will not have any interest in the E2 Investment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 shall be deemed to be furnished and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Under the terms of an omnibus agreement between the Company and the Partnership, the board of directors of the general partner of the Partnership and the conflicts committee of such board elected not to cause the Partnership to participate in the E2 Investment.

To finance the Company's interest in the E2 Investment, on March 5, 2013, XTXI Capital, LLC ("Borrower"), a wholly-owned subsidiary of the Company, entered into a Credit Agreement with Citibank, N.A., as Administrative Agent, Collateral Agent and a Lender, and the other lenders party thereto (the "Credit Agreement"), which will be guaranteed by the Company (the "Guaranty") and secured by a first priority lien on 10,700,000 common units representing limited partner interests ("Common Units") in the Partnership, which will be contributed to Borrower by the Company (the "Pledged Units"). Although the Partnership is not a party to the Credit Agreement, if Borrower defaults on its obligations under the Credit Agreement or the Company defaults on its obligations under the Guaranty, then the lenders could declare all amounts outstanding under the Credit Agreement to be immediately due and payable, and if Borrower and the Company are unable to pay such amounts, the lenders may foreclose on the Pledged Units. Such a foreclosure would result in a change in ownership of these Common Units, which could affect the market price of the Common Units.

Additional information regarding the Credit Agreement and the E2 Investment is available in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on the date hereof.

(d) Exhibits.

In accordance with General Instruction B. 2 of Form 8-K, the information set forth in the attached exhibit 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 March 6, 2013.