UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 10, 2006
ENSOURCE ENERGY INCOME FUND LP
(Exact name of registrant as specified in its charter)
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| Delaware
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01-32683
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20-2668934 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation or organization) |
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| 7500 San Felipe, Suite No. 440 |
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| Houston, Texas
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77063 |
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(Zip Code) |
Registrant’s telephone number, including area code:
(713) 659-1794
(888) 844-1784
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On
February 10, 2006, Ensource Energy Partners, LP, the Registrant’s general partner,
entered into a Redemption Agreement with Ensource Energy Investors, LLC, one of the limited
partners in the general partner. As a result of that agreement,
Ensource Energy Investors, LLC, or
EEI, withdrew from the general partner as a limited partner, and the general partner redeemed from
EEI its limited partner interest in the general partner. Prior to such redemption, EEI held an
approximately 62% limited partner interest in the general partner and had the right under the
limited partnership agreement governing the general partner to
appoint four of the five members to the general
partner’s board of directors. The redemption resulted in the
payment of $12,460,832.38 to EEI from
the escrow account that was established by the general partner and its investors to fund the
$20.05 contribution by the general partner to be made upon the successful closing of the exchange
offer being made pursuant to the Registration Statement on Form S-4 (file no. 333-126068)
previously filed by the Registrant.
Also
on February 10, 2006, the general partner and the remaining limited partners of our
general partner entered into an amendment to the limited partnership agreement that governs the
general partner. As a result of this amendment, such limited partners have agreed to contribute
to the general partner a total of approximately $20.1 million to be used to fund the $20.05 million
contribution to be made upon the successful closing of the exchange offer. In connection with the
amendment, one of the remaining limited partners, Ritchie Energy North, L.P., or REN, increased
its capital contribution commitment under the limited partnership agreement from $5.0 million to
approximately $17.47 million, representing an approximate 86.66% limited partner interest in the
general partner. REN’s capital commitment is comprised of $5.0 million held in the referenced
escrow account, with the balance of its commitment to be funded upon the successful closing of the
exchange offer. As a result of this increased capital commitment, REN holds a majority in
interest of the general partner and consequently has the right to
designate four of the five members of the
general partner’s board of directors.
The foregoing descriptions of the Redemption Agreement and amendment to the limited
partnership agreement governing the general partner are not complete and are qualified in their
entirety by reference to those agreements, which are attached to this Current Report on Form 8-K
as exhibits 10.8 and 10.9, respectively, and incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
On
February 13, 2006, Ensource Energy Income Fund LP issued a press release announcing the
following:
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the resignation of Scott A. Bedford from the board of directors of Ensource
Energy Partners, LP, the general partner of Ensource Energy Income
Fund LP; |
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the redemption by the general partner of the 62% limited
partner interest in the general partner held by
Ensource Energy Investors, LLC for $12,460,832.38, which reduced by a corresponding amount the amount
held in escrow to fund the general partner’s $20.05 million capital
contribution to Ensource Energy Income Fund LP upon the closing of the
exchange offer; |
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the increase from $5.0 million to $17.5 million in the capital commitment by
Ritchie Energy North, LP, or REN, to the general partner, of which $5.0 million is held in escrow and the balance
will be funded upon the successful closing of the exchange offer. As a result of REN’s increase in
its commitment, REN will own a 86.66% limited partner interest in the
general partner and will now have the right
to appoint four of the five members of the general partner’s board of directors; and |
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that there is currently one vacancy on the general partner’s board of directors. |
In
connection with the announcement, Ensource Income Fund LP intends to supplement its exchange offer for the
depository units of Eastern American Natural Gas Trust (NYSE:NGT) to reflect the matters described
above.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
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Description |
10.8
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Redemption Agreement by and between Ensource Energy
Partners, LP and Ensource Energy Investors LLC dated as of
February 10, 2006 (filed herewith). |
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10.9
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Amendment to Amended and Restated Limited Partnership Agreement of Ensource Energy Partners, LP, dated
as of February 10, 2006 (filed herewith). |
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99.1
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Press Release, dated
February 13, 2006 (filed herewith). |