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
Nov 10 14
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.