November 27, 2014 12:26 PM ET

Oil, Gas and Consumable Fuels

Company Overview of QR Energy, LP

Company Overview

QR Energy, LP, through its subsidiary, QRE Operating, LLC, is engaged in the acquisition, exploitation, development, and production of oil and natural gas properties in the United States. As of December 31, 2013, the company’s properties consisted of working interests in 5,668 gross producing wells located in Alabama, Arkansas, Florida, Kansas, Louisiana, Michigan, New Mexico, Oklahoma, and Texas, as well as it had estimated net proved reserves of 73.0 million barrels of oil and condensate, 151.7 billion cubic feet of natural gas, and 10.8 million barrels of natural gas liquids. QRE GP, LLC operates as the general partner of the company. The company is headquartered in Houston, Texas.

5 Houston Center

Suite 2400

1401 McKinney Street

Houston, TX 77010

United States

Phone:

713-452-2200

Fax:

713-452-2202

Key Executives for QR Energy, LP

Chief Executive Officer of QRE GP
Age: 52
Total Annual Compensation: $38.5K
Chief Financial Officer of QRE GP
Age: 53
Total Annual Compensation: $331.8K
Senior Vice President of QRE GP
Age: 55
Total Annual Compensation: $257.7K
Senior Vice President of Business Development of QRE GP
Age: 42
Total Annual Compensation: $257.7K
Compensation as of Fiscal Year 2013.

QR Energy, LP Key Developments

QR Energy, LP(NYSE:QRE) dropped from Alerian MLP Index

QR Energy, LP will be removed from the Alerian MLP Index.

QR Energy, LP, QRE GP, LLC, Breitburn Energy Partners L.P., Breitburn GP, LLC and Boom Merger Sub, LLC Reach an Agreement in Principle to Settle Consolidated Unitholder Class Action Lawsuit on Behalf of QR Energy, LP's Common Unitholders

On November 10, 2014, QR Energy, LP, (‘QRE’), QRE GP, LLC (‘QRE GP’), Breitburn Energy Partners L.P. (‘Breitburn’), Breitburn GP, LLC (‘Breitburn GP’) and Boom Merger Sub, LLC (‘Merger Sub’) reached an agreement in principle to settle a consolidated unitholder class action lawsuit on behalf of QRE common unitholders filed in the United States District Court for the Southern District of Texas on the terms and conditions set forth in a memorandum of understanding. The Consolidated Unitholder Action, captioned In re QR Energy LP Unitholder Litigation, No. 4:14-cv-02195, names as defendants QRE, QRE GP, the members of the QRE GP board of directors, Breitburn, Breitburn GP and Merger Sub. Plaintiffs in the Consolidated Unitholder Action each allege that the director defendants breached their fiduciary duties of loyalty, due care, good faith, and independence owed to the QRE unitholders by allegedly approving the Agreement and Plan of Merger dated July 24, 2014, by and among QRE, Breitburn and Merger Sub, at an unfair price and through an unfair process. The settlement will not affect the timing of the special meeting of the QRE unitholders, which is scheduled to be held on November 18, 2014, or the amount of the consideration to be paid to QRE unitholders in connection with the proposed transaction. The settlement is not, and should not be construed as, an admission of wrongdoing or liability by any defendant. The defendants continue to believe that the Consolidated Unitholder Action is without merit and vigorously deny the allegations contained therein. However, to avoid the risk of the Consolidated Unitholder Action delaying or adversely affecting the merger, to minimize the substantial expense, burden, distraction and inconvenience of continued litigation and to fully and finally resolve the claims, QRE, Breitburn and Merger Sub have agreed to make these amended and supplemental disclosures to the Proxy Statement/Prospectus. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The memorandum of understanding further provides that, among other things, the parties will submit the Stipulation to the Delaware court for review and approval; the Stipulation will provide for dismissal with prejudice of the Consolidated Unitholder Action; all proceedings in the Consolidated Unitholder Action, except for those related to the settlement, shall be stayed and the plaintiffs agree to stay and not to initiate any other proceedings other than those incident to the settlement itself; the Stipulation will include a general release of defendants of all claims relating to the merger and related transactions and the proposed settlement is conditioned on, among other things, consummation of the merger, class certification and final approval of the settlement. In connection with the settlement of the Consolidated Unitholder Action, QRE and Breitburn have agreed to make the following amended and supplemental disclosures to the proxy statement/prospectus filed with the Securities and Exchange Commission on October 17, 2014.

QR Energy, LP Reports Consolidated Earnings and Production Results for the Third Quarter and Nine Months Ended September 30, 2014

QR Energy, LP reported consolidated earnings and production results for the third quarter and nine months ended September 30, 2014. For the quarter, the company reported total revenue of $130,188,000, operating income of $25,124,000, income before income taxes of $102,740,000, net income attributable to the company of $102,097,000 or $1.52 per unit against total revenue of $133,306,000, operating income of $36,154,000, loss before income taxes of $50,643,000, net loss attributable to the company of $51,354,000 or $1.05 per unit a year ago. Adjusted EBITDA was $71,431,000 against $69,567,000 a year ago. Total capital expenditures were $39.6 million; maintenance capital remained unchanged at $18 million. Increase in total revenue of 9% largely flowed to the bottom-line with adjusted EBITDA increasing 7% over the first quarter to $69.6 million and distributable cash flow up 13% to $34.9 million. Total capital expenditures were $63.2 million and maintenance capital remained unchanged at $18 million. For the nine months, the company reported total revenue of $386,117,000, operating income of $87,502,000, income before income taxes of $37,796,000, net income attributable to the company of $36,133,000 or $2.35 loss per unit against total revenue of $336,323,000, operating income of $80,470,000, profit before income taxes of $34,036,000, net income attributable to the company of $33,721,000 or $0.01 per unit a year ago. Adjusted EBITDA was $205,799,000 against $193,368,000 a year ago. For the quarter, the company reported total production of 1,919 MBoe against 1,844 MBoe a year ago. Average daily production was 20,859 Boe per day against 20,264 Boe per day a year ago. For the nine months, the company reported total production of 5,464 MBoe against 4,832 MBoe a year ago. Average daily production was 20,015 Boe per day against 17,700 Boe per day a year ago.

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Recent Private Companies Transactions

Type
Date
Target
Merger/Acquisition
July 24, 2014
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