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Published on 5/17/2006 in the Prospect News PIPE Daily.

New Issue: Crosstex secures $360 million from private placement of units

By Sheri Kasprzak

New York, May 17 - Crosstex Energy, LP has received agreements to close a $360 million private placement of senior subordinated units.

The company plans to sell 12,829,650 of the series C subordinated units to a group of investors including Crosstex Energy, Inc., which owns 2% general partner interest and a 38% limited partner interest in Crosstex Energy, LP. Crosstex Energy, Inc. intends to buy $180 million of the offering.

The units are being sold at $28.06 each, a 21.7% discount to the company's $35.85 closing stock price on May 16.

The subordinated units automatically convert into common units on Feb. 16, 2008 and, until then, will not participate in cash distributions of the partnership.

The proceeds from the financing will be used to acquire the natural gas-gathering pipeline systems and related facilities from Chief Holdings LLC.

The placement will close when the acquisition is closed.

In addition to purchasing $180 million of the Crosstex Energy , LP offering, Crosstex Energy, Inc. wrapped a $179,143,616 private placement with Chieftain Capital Management, Inc.; Kayne Anderson MLP Investment Co.; Kayne Anderson Energy Total Return Fund, Inc.; LB I Group Inc., an affiliate of Lehman Brothers Inc.; Lubar Equity Fund, LLC; and Tortoise North American Energy Corp.

Of the 2,550,260 shares issued, 2,521,750 shares were sold at $70.17 each and the 28,510 shares purchased by Lubar were sold at $76.90 each

The proceeds will be used to finance the company's $180 million investment in Crosstex Energy, LP.

Dallas-based Crosstex Energy, LP is a midstream natural gas company. Crosstex Energy, Inc., also based in Dallas, processes and refines natural gas.

Units

Issuer:Crosstex Energy, LP
Issue:Senior subordinated units
Amount:$360 million
Units:12.8 million
Price:$28.06
Warrants:No
Conversion:Automatically converts into common units on Feb. 16, 2008
Investors:Crosstex Energy, Inc. (for $180 million)
Announcement date:May 17
Stock symbol:Nasdaq: XTEX
Stock price:$35.85 at close May 16
Stock
Issuer:Crosstex Energy, Inc.
Issue:Stock
Amount:$179,143,616
Shares:2,550,260
Price:$70.17 (for 2,521,750 shares); $76.90 (for 28,510 shares)
Warrants:No
Investors:Chieftain Capital Management, Inc.; Kayne Anderson MLP Investment Co.; Kayne Anderson Energy Total Return Fund, Inc.; LB I Group Inc., an affiliate of Lehman Brothers Inc.; Lubar Equity Fund, LLC; and Tortoise North American Energy Corp.
Settlement date:May 16
Stock symbol:Nasdaq: XTXI
Stock price:$81.03 at close May 16

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