QRE / Qr Energy, Lp - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Qr Energy, Lp
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CIK 1502012
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Qr Energy, Lp
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

As filed with the Securities and Exchange Commission on December 14, 2017 Registration No.

May 19, 2015 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Three Months Ended March 31, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to th

EX-12.1 Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Three Months Ended March 31, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to the partnership $ (58,825 ) $ 421,333 $ (43,671 ) $ (40,801 ) $ 110,497 $ 34,751 Add: income tax expense (benefit) 92 (73 ) 905 84

May 19, 2015 EX-15.1

May 18, 2015

Exhibit 15.1 May 18, 2015 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas producing pro

May 19, 2015 EX-25.3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific

May 19, 2015 S-3ASR

As filed with the Securities and Exchange Commission on May 19, 2015

S-3ASR 1 d927936ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on May 19, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP* BREITBURN FINANCE CORPORATION (Exact name of registrant as specified in its charter) Delaw

November 24, 2014 POS AM

As filed with the Securities and Exchange Commission on November 24, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT NO. 333-181820 Post-Effective Amendmen

As filed with the Securities and Exchange Commission on November 24, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 24, 2014 EX-23.7

CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS

Exhibit 23.7 CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-181531 on Form S-3 of Breitburn Energy Partners LP (the “Registration Statement”) of our letter report dated February 15, 2012, with respect to the proved oil,

November 24, 2014 POSASR

As filed with the Securities and Exchange Commission on November 24, 2014

POSASR 1 v395037posasr.htm FORM POSASR As filed with the Securities and Exchange Commission on November 24, 2014 Registration No. 333-181531 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP* BREITBURN FINANCE CORPORATION (Exact name of registrant as

November 24, 2014 POS AM

As filed with the Securities and Exchange Commission on November 24, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT NO. 333-169664 Post-Effective Amendmen

POS AM 1 v395121posam.htm POS AM As filed with the Securities and Exchange Commission on November 24, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT NO. 333-169664 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT NO. 333-180364 UNDER THE SECURITIES ACT OF 1933 QR Energy, LP (Exact Name

November 24, 2014 EX-4.8

BREITBURN ENERGY PARTNERS LP BREITBURN FINANCE CORPORATION the Guarantors named herein 8.625% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 Dated as of October 6, 2010 U.S. BANK NATIONAL ASSOCIATION, As Trustee

Exhibit 4.8 BREITBURN ENERGY PARTNERS LP BREITBURN FINANCE CORPORATION and the Guarantors named herein 8.625% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 To INDENTURE Dated as of October 6, 2010 U.S. BANK NATIONAL ASSOCIATION, As Trustee This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 24, 2014, is among Breitburn Energy

November 24, 2014 EX-4.9

BREITBURN ENERGY PARTNERS LP BREITBURN FINANCE CORPORATION the Guarantors named herein 7.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 Dated as of January 13, 2012 U.S. BANK NATIONAL ASSOCIATION, As Trustee

Exhibit 4.9 BREITBURN ENERGY PARTNERS LP BREITBURN FINANCE CORPORATION and the Guarantors named herein 7.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 To INDENTURE Dated as of January 13, 2012 U.S. BANK NATIONAL ASSOCIATION, As Trustee This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 24, 2014, is among Breitburn Energ

November 24, 2014 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35010 QR ENERGY, LP (Exact name of registrant as specified in its charte

November 24, 2014 EX-23.10

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

Exhibit 23.10 CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC. As independent petroleum engineers, CAWLEY, GILLESPIE & ASSOCIATES, INC., we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated January 16, 2014 e

November 24, 2014 EX-23.9

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

Exhibit 23.9 CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION As independent petroleum engineers, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “Registration Statement”) of information from our firm’s reserves r

November 24, 2014 EX-15.1

November 21, 2014

Exhibit 15.1 November 21, 2014 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas producin

November 24, 2014 EX-25.3

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.3 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific

November 24, 2014 POS AM

As filed with the Securities and Exchange Commission on November 24, 2014

As filed with the Securities and Exchange Commission on November 24, 2014 Registration No.

November 24, 2014 POS AM

As filed with the Securities and Exchange Commission on November 24, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT NO. 333-171333 Post-Effective Amendmen

POS AM 1 v395122posam.htm POS AM As filed with the Securities and Exchange Commission on November 24, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT NO. 333-171333 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT NO. 333-195088 UNDER THE SECURITIES ACT OF 1933 QR Energy, LP (Exact Name

November 24, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

8-K 1 d825127d8k.htm 8-K 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): November 19, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorpora

November 24, 2014 EX-23.8

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

Exhibit 23.8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated January 29, 2014, entitled Estimates of Reserve

November 21, 2014 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 2, 2014, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d

November 19, 2014 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 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): November 18, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

November 19, 2014 EX-99.1

QR Energy Unitholders Approve Merger with Breitburn Energy Partners

EX-99.1 Exhibit 99.1 November 18, 2014 QR Energy Unitholders Approve Merger with Breitburn Energy Partners LOS ANGELES & HOUSTON, November 18, 2014 – Breitburn Energy Partners LP (NASDAQ: BBEP) and QR Energy, LP (NYSE: QRE) today announced that the unitholders of QR Energy have approved the proposed merger of Breitburn Energy Partners and QR Energy. At a special meeting held today by QR Energy, ap

November 10, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 8-K

8-K 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): November 10, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

November 10, 2014 8-K

Other Events

8-K 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): November 10, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

November 7, 2014 EX-99.2

Breitburn Energy Partners LP and Subsidiaries Unaudited Pro Forma Combined Balance Sheet As of September 30, 2014

EX-99.2 4 v393329ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 bREITBurn Energy Partners L.P. Page Unaudited Pro Forma Combined Balance Sheet as of September 30, 2014 1 Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 2014 2 Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2013 3 Notes to Unaudited Pro Forma Combined Financial

November 7, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 8-K/A

425 1 v3933298ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 6, 2014 (October 6, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 7

November 7, 2014 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands)

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, Nine Months Ended 2009 2010 2011 2012 2013 September 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income from equity investees $ (108,940 ) $ 33,847 $ 111,050 $ (41,409 ) $ (43,287 ) $ 16,542 Add: Fixed charges 32,966 36,855 43,538 67,990

November 7, 2014 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

November 5, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or Other Jurisdiction of Incorporation or Organization) (Commi

November 5, 2014 EX-99.1

QR Energy Announces Third Quarter 2014 Results and Provides Merger Update

EX-99.1 Exhibit 99.1 QR Energy Announces Third Quarter 2014 Results and Provides Merger Update HOUSTON, TX—(BUSINESS WIRE – November 4, 2014) – QR Energy, LP ( “QR Energy” or the “Partnership”) (NYSE: QRE) announced today its operating and financial results for the third quarter of 2014 and provided an update on its pending merger with Breitburn Energy Partners LP (“Breitburn”) (Nasdaq:BBEP). High

November 5, 2014 10-Q

QRE / Qr Energy, Lp 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3501

November 5, 2014 EX-99.1

QR Energy Announces Third Quarter 2014 Results and Provides Merger Update

EX-99.1 Exhibit 99.1 QR Energy Announces Third Quarter 2014 Results and Provides Merger Update HOUSTON, TX—(BUSINESS WIRE – November 4, 2014) – QR Energy, LP ( “QR Energy” or the “Partnership”) (NYSE: QRE) announced today its operating and financial results for the third quarter of 2014 and provided an update on its pending merger with Breitburn Energy Partners LP (“Breitburn”) (Nasdaq:BBEP). High

November 5, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

425 1 v393397425.htm 425 Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnershi

November 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or Other Jurisdiction of Incorporation or Organization) (C

October 28, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 425

425 1 d812514d425.htm 425 Filed by QR Energy, LP Commission File No. 001-35010 Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: QR ENERGY, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (the “Partnership”) and Breitburn Energy Partners LP, a Delaware limited partnership (“Breitbur

October 17, 2014 EX-99.1

QR Energy Announces Meeting Date and Record Date for Special Meeting

EX-99.1 Exhibit 99.1 QR Energy Announces Meeting Date and Record Date for Special Meeting HOUSTON, TX—(BUSINESS WIRE – October 17, 2014) – QR Energy, LP (the “Partnership” or “QR Energy”) (NYSE: QRE) announced today it will hold a special meeting of unitholders in connection with the proposed merger with Breitburn Energy Partners LP (“Breitburn”) (NASDAQ: BBEP) on November 18, 2014 at 2:00 p.m. Ce

October 17, 2014 EX-99.1

QR Energy Announces Meeting Date and Record Date for Special Meeting

EX-99.1 Exhibit 99.1 QR Energy Announces Meeting Date and Record Date for Special Meeting HOUSTON, TX—(BUSINESS WIRE – October 17, 2014) – QR Energy, LP (the “Partnership” or “QR Energy”) (NYSE: QRE) announced today it will hold a special meeting of unitholders in connection with the proposed merger with Breitburn Energy Partners LP (“Breitburn”) (NASDAQ: BBEP) on November 18, 2014 at 2:00 p.m. Ce

October 17, 2014 DEFM14A

QRE / Qr Energy, Lp DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 17, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 8-K

425 1 d803822d8k.htm 8-K 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): October 13, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporat

October 17, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 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): October 13, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

October 17, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

425 1 v391593425.htm 425 Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnershi

September 18, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

425 1 v389318425.htm 425 Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnershi

August 19, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

August 19, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 8-K

8-K 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): August 18, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (

August 19, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 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): August 18, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (

August 19, 2014 EX-99.1

Breitburn Energy Partners LP Announces Early Termination of HSR Act Waiting Period for Acquisition of QR Energy, LP

EX-99.1 Exhibit 99.1 Breitburn Energy Partners LP Announces Early Termination of HSR Act Waiting Period for Acquisition of QR Energy, LP LOS ANGELES & HOUSTON, August 19, 2014 – Breitburn Energy Partners LP (NASDAQ:BBEP) and QR Energy, LP (NYSE: QRE) today announced that they have received notification of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Ac

August 19, 2014 EX-99.1

Breitburn Energy Partners LP Announces Early Termination of HSR Act Waiting Period for Acquisition of QR Energy, LP

EX-99.1 Exhibit 99.1 Breitburn Energy Partners LP Announces Early Termination of HSR Act Waiting Period for Acquisition of QR Energy, LP LOS ANGELES & HOUSTON, August 19, 2014 – Breitburn Energy Partners LP (NASDAQ:BBEP) and QR Energy, LP (NYSE: QRE) today announced that they have received notification of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Ac

August 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 qre-20140630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

August 6, 2014 EX-10.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 qre-20140630ex101197aaa.htm EX-10.1 SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 21, 2014, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WEL

August 6, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - FORM 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

July 29, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d762250d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 23, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or Other Jurisdiction of Incorporation o

July 29, 2014 EX-4.1

REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP QR HOLDINGS (QRE), LLC QR ENERGY HOLDINGS, LLC QUANTUM RESOURCES B, LP QUANTUM RESOURCES C, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP BLACK DIAMOND RESOUR

EX-4.1 7 d762250dex41.htm EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP QR HOLDINGS (QRE), LLC QR ENERGY HOLDINGS, LLC QUANTUM RESOURCES B, LP QUANTUM RESOURCES C, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP AND BLACK DIAMOND RESOURCES, LLC REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made

July 29, 2014 EX-2.5

CLASS C AGREEMENT

EX-2.5 Exhibit 2.5 CLASS C AGREEMENT This CLASS C AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, among QR Energy, LP, a Delaware limited partnership (the “Partnership”), on the one hand, and each of Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC (collectively, the “Unith

July 29, 2014 EX-2.5

CLASS C AGREEMENT

EX-2.5 6 d762250dex25.htm EX-2.5 Exhibit 2.5 CLASS C AGREEMENT This CLASS C AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, among QR Energy, LP, a Delaware limited partnership (the “Partnership”), on the one hand, and each of Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC

July 29, 2014 EX-2.2

TRANSACTION, VOTING AND SUPPORT AGREEMENT

EX-2.2 Exhibit 2.2 TRANSACTION, VOTING AND SUPPORT AGREEMENT This TRANSACTION, VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”), each of Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resourc

July 29, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN GP LLC BOOM MERGER SUB, LLC, QR ENERGY, LP QRE GP, LLC DATED AS OF JULY 23, 2014 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Te

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN GP LLC BOOM MERGER SUB, LLC, QR ENERGY, LP AND QRE GP, LLC DATED AS OF JULY 23, 2014 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 12 1.3 Interpretation 15 ARTICLE II THE MERGER; EFFECTS OF THE MERGER 17 2.1 The Merger 17 2.2 Closing 17

July 29, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN GP LLC BOOM MERGER SUB, LLC, QR ENERGY, LP QRE GP, LLC DATED AS OF JULY 23, 2014 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Te

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN GP LLC BOOM MERGER SUB, LLC, QR ENERGY, LP AND QRE GP, LLC DATED AS OF JULY 23, 2014 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 12 1.3 Interpretation 15 ARTICLE II THE MERGER; EFFECTS OF THE MERGER 17 2.1 The Merger 17 2.2 Closing 17

July 29, 2014 EX-2.4

[Signature pages follow]

EX-2.4 Exhibit 2.4 QR Energy Holdings, LLC 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Attn: Gregg Roden Facsimile: (713) 452-2231 Attn: James V. Baird Facsimile: (713) 452-2021 Re: Waiver of Issuance of Contingent Class B Units Dear QR Energy Holdings, LLC (“Holder”): As you are aware, QR Energy, LP (the “Partnership”) and Breitburn Energy Partners LP (“Breitburn”) are currently conside

July 29, 2014 EX-2.4

[Signature pages follow]

EX-2.4 Exhibit 2.4 QR Energy Holdings, LLC 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Attn: Gregg Roden Facsimile: (713) 452-2231 Attn: James V. Baird Facsimile: (713) 452-2021 Re: Waiver of Issuance of Contingent Class B Units Dear QR Energy Holdings, LLC (“Holder”): As you are aware, QR Energy, LP (the “Partnership”) and Breitburn Energy Partners LP (“Breitburn”) are currently conside

July 29, 2014 EX-4.1

REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP QR HOLDINGS (QRE), LLC QR ENERGY HOLDINGS, LLC QUANTUM RESOURCES B, LP QUANTUM RESOURCES C, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP BLACK DIAMOND RESOUR

EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP QR HOLDINGS (QRE), LLC QR ENERGY HOLDINGS, LLC QUANTUM RESOURCES B, LP QUANTUM RESOURCES C, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP AND BLACK DIAMOND RESOURCES, LLC REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of Jul

July 29, 2014 EX-2.3

[Signature pages follow]

EX-2.3 Exhibit 2.3 QR Holdings (QRE), LLC 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Attn: Gregg Roden Facsimile: (713) 452-2231 Attn: James V. Baird Facsimile: (713) 452-2021 Re: Waiver of Issuance of Contingent Class B Units Dear QR Holdings (QRE), LLC (“Holder”): As you are aware, QR Energy, LP (the “Partnership”) and Breitburn Energy Partners LP (“BreitBurn”) are currently consideri

July 29, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 8-K

425 1 d762250d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 23, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or Other Jurisdiction of Incorporation o

July 29, 2014 EX-2.3

[Signature pages follow]

EX-2.3 Exhibit 2.3 QR Holdings (QRE), LLC 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Attn: Gregg Roden Facsimile: (713) 452-2231 Attn: James V. Baird Facsimile: (713) 452-2021 Re: Waiver of Issuance of Contingent Class B Units Dear QR Holdings (QRE), LLC (“Holder”): As you are aware, QR Energy, LP (the “Partnership”) and Breitburn Energy Partners LP (“BreitBurn”) are currently consideri

July 29, 2014 EX-2.2

TRANSACTION, VOTING AND SUPPORT AGREEMENT

EX-2.2 3 d762250dex22.htm EX-2.2 Exhibit 2.2 TRANSACTION, VOTING AND SUPPORT AGREEMENT This TRANSACTION, VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”), each of Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP

July 25, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 425

425 Filed by QR Energy, LP Commission File No. 001-35010 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR ENERGY, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breitburn Energy

July 24, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

July 24, 2014 EX-99.2

Breitburn Energy Partners LP To Acquire QR Energy, LP for Approximately $3.0 Billion in Unit-for-Unit Transaction

Exhibit 99.2 Breitburn Energy Partners LP To Acquire QR Energy, LP for Approximately $3.0 Billion in Unit-for-Unit Transaction $7.8 Billion Merger Combines Complementary Asset Profiles and Like-Minded Operating Philosophies to Form the Largest Oil-Weighted Upstream MLP LOS ANGELES & HOUSTON, July 24, 2014 – Breitburn Energy Partners LP (NASDAQ:BBEP) and QR Energy, LP (NYSE: QRE) today announced th

July 24, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

July 24, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 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): July 24, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or Other Jurisdiction of Incorporation or Organization) (Co

July 24, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

July 24, 2014 EX-99.1

QR Energy Announces Preliminary Second Quarter 2014 Results and Provides Updated Outlook

EX-99.1 Exhibit 99.1 QR Energy Announces Preliminary Second Quarter 2014 Results and Provides Updated Outlook HOUSTON, TX – (BUSINESS WIRE – July 24, 2014) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its preliminary operating and financial results for the second quarter of 2014 and provided third quarter 2014 and full-year guidance. The preliminary results provided herein ar

July 24, 2014 EX-99.1

QR Energy Announces Preliminary Second Quarter 2014 Results and Provides Updated Outlook

EX-99.1 Exhibit 99.1 QR Energy Announces Preliminary Second Quarter 2014 Results and Provides Updated Outlook HOUSTON, TX – (BUSINESS WIRE – July 24, 2014) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its preliminary operating and financial results for the second quarter of 2014 and provided third quarter 2014 and full-year guidance. The preliminary results provided herein ar

July 24, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

July 24, 2014 EX-99.2

Breitburn Energy Partners LP To Acquire QR Energy, LP for Approximately $3.0 Billion in Unit-for-Unit Transaction

EX-99.2 Exhibit 99.2 Breitburn Energy Partners LP To Acquire QR Energy, LP for Approximately $3.0 Billion in Unit-for-Unit Transaction $7.8 Billion Merger Combines Complementary Asset Profiles and Like-Minded Operating Philosophies to Form the Largest Oil-Weighted Upstream MLP LOS ANGELES & HOUSTON, July 24, 2014 – Breitburn Energy Partners LP (NASDAQ:BBEP) and QR Energy, LP (NYSE: QRE) today anno

July 24, 2014 425

QRE / Qr Energy, Lp 425 - Merger Prospectus - 8-K

8-K 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): July 24, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or Other Jurisdiction of Incorporation or Organization) (Co

June 5, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 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): March 24, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (C

June 5, 2014 EX-99.1

NOTICE OF BEGINNING OF ADMINISTRATIVE PROCEEDING

EX-99.1 Exhibit 99.1 Internal Revenue Service Department of the Treasury Date: March 24, 2014 Taxpayer identification Number: Name of Partnership: QR Energy, LP Partnership ID Number: 90-0613069 Tax Year Ended: December 31, 2011 Person to Contact: Chris A Garrett Employee Identification Number: 0245809 Contact Hours: 8:00 am to 4:45 pm Telephone Number (not toll free): (713) 209-4147 THE TAX MATTE

May 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 qre-20140331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

April 18, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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): April 15, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (C

April 8, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

8-K 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): April 2, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (Co

April 4, 2014 S-8

- S-8

S-8 As filed with the Securities and Exchange Commission on April 4, 2014 Registration No.

March 19, 2014 EX-10.2

FIRST AMENDMENT TO THE QRE GP, LLC LONG-TERM INCENTIVE PLAN

EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO THE QRE GP, LLC LONG-TERM INCENTIVE PLAN The Board of Directors of QRE GP, LLC, a Delaware limited liability company (the “Company”), hereby makes this First Amendment (the “First Amendment”) to the QRE GP, LLC Long Term Incentive Plan (as amended, the “Plan”) this March 10, 2014. WHEREAS, the Company originally established the Plan to be effective as of Dec

March 19, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K

8-K 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): March 10, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (C

March 3, 2014 EX-99.2

QR Energy Acquires General Partner; Management Incentive Fee Structure Eliminated

EX-99.2 Exhibit 99.2 QR Energy Acquires General Partner; Management Incentive Fee Structure Eliminated HOUSTON, TX—(Marketwired – March 3, 2014) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today it has simplified its capital structure by purchasing QRE GP, LLC (“GP”). The owners of the GP will forgo future Management Incentive Fees (“MIF”) and their current approximately 0.1% gene

March 3, 2014 EX-10.1

CONTRIBUTION AGREEMENT

EX-10.1 Exhibit 10.1 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 2, 2014, by and among QR Energy, LP, a Delaware limited partnership (the “Partnership”), QRE GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), QR Holdings (QRE), LLC, a Texas limited liability company (“QRH”) and QR E

March 3, 2014 EX-10.16

FIFTH AMENDMENT TO CREDIT AGREEMENT

EX-10.16 6 qre-20131231ex1016ed8a9.htm EX-10.16 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 23, 2013, effective as of August 6, 2013, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delawar

March 3, 2014 424B5

QR Energy, LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-181820 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JUNE 14, 2012) QR Energy, LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to $100,000,000 This prospectus supplement and the accompanying base prospectus relate to the issuance and sale from time to time of common units repr

March 3, 2014 EX-99.3

QR Energy, LP

EX-99.3 Exhibit 99.3 Exhibit 99.3 QR Energy, LP General Partner Buy-out Presentation March 2014 Disclosures This presentation contains forward-looking statements relating to QR Energy’s operations that are based on management’s current expectations, estimates and projections about its operations. Words and phrases such as “expect,” “estimates,” “guidance,” “opportunities,” “potential,” “may,” “bel

March 3, 2014 EX-99.1

February 6, 2014

February 6, 2014 Mr. Tim Pownell Quantum Resources Management, LLC 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Dear Mr. Pownell: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2013 to the QR Energy, LP (QR Energy) interest in certain oil and gas properties located in the United States. We completed our evaluation on or about

March 3, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTI

10-K 1 qre-20131231x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35010 QR Energy, LP (Exact name o

March 3, 2014 EX-3.1

AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP QR ENERGY, LP March 2, 2014

EX-3.1 Exhibit 3.1 AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LP March 2, 2014 This Amendment No. 3 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of QR Energy, LP, a Delaware limited partnership (the “Partnership”), dated as of December 22, 2010, as amended by Amendment No. 1 dated October 3, 2011 and Ame

March 3, 2014 EX-1.1

QR ENERGY, LP COMMON UNITS EQUITY DISTRIBUTION AGREEMENT

EX-1.1 Exhibit 1.1 QR ENERGY, LP COMMON UNITS EQUITY DISTRIBUTION AGREEMENT March 3, 2014 UBS Securities LLC 299 Park Avenue New York, New York 10171-0026 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 JonesTrading Institutional Services LLC 780 Third Avenue New York, NY 10017 Ladies and Gentlemen: Each of QR Energy, LP, a Delaware limited partnership (the “Part

March 3, 2014 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d683699d8k.htm 8-K 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): March 2, 2014 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation

March 3, 2014 EX-10.2

SIXTH AMENDMENT TO CREDIT AGREEMENT

EX-10.2 Exhibit 10.2 EXECUTION VERSION SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 28, 2014, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO

March 3, 2014 EX-99.1

QR Energy Announces Fourth Quarter 2013 Results, Year-End Proved Reserve Increase of 10%, and Provides First Quarter and Full-Year 2014 Outlook

EX-99.1 Exhibit 99.1 QR Energy Announces Fourth Quarter 2013 Results, Year-End Proved Reserve Increase of 10%, and Provides First Quarter and Full-Year 2014 Outlook HOUSTON, TX—(Marketwired – March 3, 2014) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the fourth quarter of 2013 and provided first quarter 2014 and full-year guidance. Hig

February 20, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

February 3, 2014 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 14, 2014 S-3ASR

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on January 14, 2014 Registration No.

January 14, 2014 8-K/A

Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2014 (December 4, 2012) QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (

January 14, 2014 EX-12.1

QR ENERGY, LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE SECURITIES DISTRIBUTIONS (in thousands, except ratios) QR Energy, LP Predecessor Nine Months Ended September 30, Year ended December

EX-12.1 EXHIBIT 12.1 QR ENERGY, LP COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE SECURITIES DISTRIBUTIONS (in thousands, except ratios) QR Energy, LP Predecessor Nine Months Ended September 30, Year ended December 31, Year ended December 31, December 22 - December 31, January 1 - December 21, Year ended December 31, Year ended December 31,

January 14, 2014 EX-99.1

QR ENERGY, LP

Exhibit 99.1 QR ENERGY, LP UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENT Introduction 2 Unaudited Pro Forma Statement of Operations for the year ended December 31, 2012 3 Notes to Unaudited Pro Forma Financial Statement 4 1 Introduction The following unaudited pro forma statement of operations of QR Energy, LP and subsidiaries (“QR Energy,” “QRE” or the “Partnership”) reflects audited historica

December 17, 2013 EX-99.1

Page 1/1

EX-99.1 Exhibit 99.1 QR Energy Announces Monthly Distribution Policy December 3, 2013 8:01 AM ET HOUSTON, TX — (Marketwired) — 12/03/13 — QR Energy, LP (“QR Energy”) (NYSE: QRE) announced today that the Board of Directors of its general partner has approved converting its quarterly distribution policy to a monthly distribution policy commencing in January 2014. The new schedule outlined below illu

December 17, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): December 12, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organiza

December 17, 2013 EX-3.1

AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP QR ENERGY, LP

EX-3.1 Exhibit 3.1 AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LP This Amendment No. 2 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of QR Energy, LP, a Delaware limited partnership (the “Partnership”), dated as of December 22, 2010 as amended by Amendment No. 1 dated October 3, 2011 (the “Partnership Agre

November 15, 2013 EX-99.1

November 12, 2013

Exhibit 99.1 November 12, 2013 Mr. Tim Pownell Vice President, Corporate Strategy and Planning Quantum Resources Management, LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: QR Energy, LP Reserves and Future Net Revenues As of December 31, 2012 SEC Price Case Dear Mr. Pownell: At your request, Miller and Lents, Ltd. (MLL) estimated the proved oil, gas, and natural gas

November 15, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35010 QR ENERGY, LP (Exact name of registrant

November 7, 2013 LETTER

LETTER

November 7, 2013 Via Facsimile Mr. Cedric W. Burgher Chief Financial Officer QR Energy, LP 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: QR Energy, LP Form 10-K for Fiscal Year Ended December 31, 2012 Filed March 6, 2013 File No. 1-35010 Dear Mr. Burgher: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do

November 6, 2013 EX-99.1

QR Energy Announces Third Quarter 2013 Results, Full-Year Outlook and Increased Borrowing Base to $950 Million

EX-99.1 Exhibit 99.1 QR Energy Announces Third Quarter 2013 Results, Full-Year Outlook and Increased Borrowing Base to $950 Million HOUSTON, TX—(Marketwired – November 6, 2013) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the third quarter of 2013 and provided fourth quarter and full-year guidance. Highlights for the Third Quarter 2013

November 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): November 6, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizat

November 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 qre-20130930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

October 2, 2013 CORRESP

-

CORRESP October 2, 2013 H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: QR Energy, LP Form 10-K for Fiscal Year Ended December 31, 2012 Filed March 6, 2013 File No. 1-35010 Ladies and Gentlemen: Set forth below are the responses of QR Energy, LP, a Delaware limited partnership (t

September 24, 2013 LETTER

LETTER

September 24, 2013 Via Facsimile Mr. Cedric W. Burgher Chief Financial Officer QR Energy, LP 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: QR Energy, LP Form 10-K for Fiscal Year Ended December 31, 2012 Filed March 6, 2013 File No. 1-35010 Dear Mr. Burgher: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with informati

August 7, 2013 EX-99.1

QR Energy Announces Second Quarter 2013 Results and Outlook

EX-99.1 Exhibit 99.1 QR Energy Announces Second Quarter 2013 Results and Outlook HOUSTON, TX—(Marketwired – August 7, 2013) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the second quarter of 2013 and provided third quarter and full-year guidance. Highlights for the Second Quarter 2013 • Revenue was $105.4 million and Adjusted EBITDA was

August 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): August 7, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

August 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35010 QR ENERGY, LP (Exact

July 2, 2013 EX-99.1

QR Energy to Acquire $110 Million of Oil Properties

EX-99.1 Exhibit 99.1 QR Energy to Acquire $110 Million of Oil Properties HOUSTON, TX—(Marketwire – July 1, 2013)—QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has signed a definitive agreement to acquire predominantly oil properties located in the Ark-La-Tex area from an undisclosed private seller for $110 million in cash, subject to customary purchase price adjustments.

July 2, 2013 EX-2.1

PURCHASE AND SALE AGREEMENT

EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), dated as of the 27th day of June, 2013 (but effective as of the Effective Time), is made and entered into by and among SND Operating, LLC, a Texas limited liability company; SND Energy Company, Inc., a Texas corporation; Topcat Energy, LLC, a Texas limited liability company; Traver

July 2, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): June 27, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization

May 8, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): May 8, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

May 8, 2013 EX-99.1

QR Energy Announces First Quarter 2013 Results and Outlook

EX-99.1 Exhibit 99.1 QR Energy Announces First Quarter 2013 Results and Outlook HOUSTON, TX—(Marketwire – May 8, 2013) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the first quarter of 2013 and guidance for the remainder of 2013. Highlights for the First Quarter 2013 • Average production was 17,789 Boe per day, a 4% increase from fourth

May 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 qre-20130331x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

March 6, 2013 EX-21.1

SUBSIDIARIES OF QR ENERGY, L.P.

EXHIBIT 21.1 SUBSIDIARIES OF QR ENERGY, L.P. Name Jurisdiction QRE Operating, LLC Delaware QRE Finance Corporation Delaware

March 6, 2013 EX-99.1

QR Energy Announces Fourth Quarter 2012 Results and Outlook

EX-99.1 Exhibit 99.1 QR Energy Announces Fourth Quarter 2012 Results and Outlook HOUSTON, TX—(Marketwire – March 6, 2013) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the fourth quarter of 2012 and 2013 guidance. Fourth quarter and historical results have been recasted to include the December 2012 acquisition from sponsor, Quantum Resou

March 6, 2013 EX-99.1

January 29, 2013

EXHIBIT 99.1 January 29, 2013 Mr. Tim Pownell Vice President, Corporate Strategy and Planning Quantum Resources Management, LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re:QR Energy, LP Reserves and Future Net Revenues As of December 31, 2012 SEC Price Case Dear Mr. Pownell: At your request, Miller and Lents, Ltd. (MLL) estimated the proved oil, gas, and natural gas l

March 6, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTI

10-K 1 qre-20121231x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35010 QR Energy, LP (Exact name o

March 6, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): March 4, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization

January 30, 2013 8-K

Other Events - FORM 8-K

Form 8-K 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): January 25, 2013 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizat

January 16, 2013 EX-10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

Fourth Amendment to Credit Agreement Exhibit 10.1 Exeution Version FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2012, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“

January 16, 2013 8-K

- FORM 8-K

Form 8-K 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): December 20, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organiza

January 9, 2013 EX-99.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors QR Energy, LP: In our opinion, the accompanying statement of revenues and direct operating expenses (the “financial statement”) presents fairly, in all material respects, the revenues and direct operating expenses of certain oil and gas properties of Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP an

January 9, 2013 8-K/A

Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2013 (December 4, 2012) QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (Commission (IRS E

January 9, 2013 EX-99.2

Report of Independent Auditors

EXHIBIT 99.2 Report of Independent Auditors Board of Directors and Partners QR Energy, LP Houston, Texas We have audited the accompanying statement of revenues and direct operating expenses of the working interests in oil and natural gas producing properties acquired by QRE Operating, LLC, a wholly owned subsidiary of QR Energy, LP (the “Partnership”) on December 4, 2012 from a private seller (the

January 9, 2013 EX-99.4

QR ENERGY, LP

Exhibit 99.4 QR ENERGY, LP UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Introduction 2 Unaudited Pro Forma Balance Sheet as of September 30, 2012 4 Unaudited Pro Forma Statement of Operations for the nine months ended September 30, 2012 5 Unaudited Pro Forma Statement of Operations for the year ended December 31, 2011 6 Notes to Unaudited Pro Forma Financial Statements 7 1 Introduction The fo

January 3, 2013 EX-99.1

QR Energy Acquires $145 Million of Oil Properties in Florida Gulf Coast Area

QR Energy, LP Press Release Dated January 2, 2012 Exhibit 99.1 QR Energy Acquires $145 Million of Oil Properties in Florida Gulf Coast Area HOUSTON, TX—(Marketwire – January 2, 2013) - QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has acquired $145 million of oil properties located in the Jay field in the Florida Gulf Coast area from its sponsor, Quantum Resources Fund.

January 3, 2013 EX-2.1

PURCHASE AND SALE AGREEMENT QUANTUM RESOURCES A1, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC (COLLECTIVELY “SELLERS”) QRE OPERATING, LLC TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 1.1 Definitions 1 1.2 Interpretati

Purchase and Sale Agreement, Dated as of December 28, 2012 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT AMONG QUANTUM RESOURCES A1, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, AND BLACK DIAMOND RESOURCES, LLC (COLLECTIVELY “SELLERS”) AND QRE OPERATING, LLC (“PURCHASER”) TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 1.1 Definitions 1 1.2 Interpretation and Construction 9 ARTICLE 2 P

January 3, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K 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): December 28, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organiza

December 11, 2012 8-K

Regulation FD Disclosure - FORM 8-K

Form 8-K 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): December 7, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizat

December 11, 2012 EX-99.1

QR Energy Prices Public Offering of Common Units

QR Energy, LP Press Release dated December 7, 2012 Exhibit 99.1 QR Energy Prices Public Offering of Common Units HOUSTON, TX—(Marketwire – December 7, 2012)—QR Energy, LP, a Delaware limited partnership (NYSE: QRE), announced today that it has priced its previously announced underwritten public offering (the “offering”) of 12,000,000 common units representing limited partner interests in QRE (the

December 11, 2012 EX-99.2

QR Energy Announces Exercise of Underwriters’ Option to Purchase Additional Common Units

QR Energy, LP Press Release dated December 11, 2012 Exhibit 99.2 QR Energy Announces Exercise of Underwriters’ Option to Purchase Additional Common Units HOUSTON, TX—(Marketwire – December 11, 2012) - QR Energy, LP, a Delaware limited partnership (NYSE: QRE), announced today that the underwriters of its previously announced underwritten public offering (the “offering”) of 12,000,000 common units r

December 11, 2012 EX-1.1

QR ENERGY, LP 12,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Underwriting Agreement, dated December 7, 2012 Exhibit 1.1 Execution Version QR ENERGY, LP 12,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: December 7, 2012 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 16 SECTION 3. Covenants of the Partnership 17 SECTION 4. Payment of Expenses 2

December 10, 2012 424B3

QR Energy, LP 12,000,000 Common Units Representing Limited Partner Interests

Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.

December 7, 2012 FWP

QR Energy, LP Pricing Sheet

Free Writing Prospectus FREE WRITING PROSPECTUS Filed pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated December 6, 2012 Registration Statement No.

December 7, 2012 FWP

QR Energy, LP Pricing Sheet

Free Writing Prospectus FREE WRITING PROSPECTUS Filed pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated December 6, 2012 Registration Statement No.

December 6, 2012 EX-99.1

QR Energy Announces Closing of Acquisition of East Texas Oil Properties

QR Energy, LP Press Release Exhibit 99.1 QR Energy Announces Closing of Acquisition of East Texas Oil Properties Dec 04, 2012 (Marketwire via COMTEX) —QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it closed its previously announced acquisition of predominantly oil properties from an undisclosed private seller. QRE acquired mature, legacy properties located in the East Texas

December 6, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K 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): December 4, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizat

December 6, 2012 424B3

SUBJECT TO COMPLETION, DATED DECEMBER 6, 2012

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-181820 The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed. This preliminary prospectus supplement and accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This prelimin

November 8, 2012 EX-99.1

QR Energy Announces Third Quarter 2012 Results and Outlook

Press Release Exhibit 99.1 QR Energy Announces Third Quarter 2012 Results and Outlook HOUSTON, TX—(Marketwire – November 8, 2012) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the third quarter of 2012 and fourth quarter guidance. Highlights for the Third Quarter 2012 • Average production of 14,620 Boe per day, a 1% increase from second

November 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): November 8, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizat

November 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 qre-20120930x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

November 1, 2012 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): October 26, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizat

November 1, 2012 EX-2.2

AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT DATED OCTOBER 26, 2012 BY AND BETWEEN DANMARK EAST TEXAS FIELD L.P. AND DANMARK OPERATING COMPANY LLC QUANTUM RESOURCES MANAGEMENT, LLC

AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT Exhibit 2.2 AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT DATED OCTOBER 26, 2012 BY AND BETWEEN DANMARK EAST TEXAS FIELD L.P. AND DANMARK OPERATING COMPANY LLC AND QUANTUM RESOURCES MANAGEMENT, LLC This Amendment No. 1 (the “Amendment”) dated November 1, 2012, to the Purchase and Sale Agreement (the “PSA”) dated October 26, 2012 by and betwee

November 1, 2012 EX-2.1

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), dated as of the 26th day of October, 2012 (but effective as of the Effective Time), is made and entered into by and among DANMARK EAST TEXAS FIELD L.P., a Texas limited partnership, and DANMARK OPERATING COMPANY LLC, a Texas limited liability company (herein co

November 1, 2012 EX-99.1

QR Energy to Acquire $215 Million of Oil Properties

PRESS RELEASE Exhibit 99.1 QR Energy to Acquire $215 Million of Oil Properties HOUSTON, TX—(Marketwire – November 1, 2012)—QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has signed a definitive agreement to acquire predominantly oil properties located in the Ark-La-Tex area from an undisclosed private seller for $215 million in cash, subject to customary purchase price ad

September 21, 2012 424B3

QR Energy, LP QRE Finance Corporation Offer to Exchange Up To $300,000,000 of 9.25% Senior Notes due 2020 That Have Not Been Registered Under The Securities Act of 1933 Up To $300,000,000 of 9.25% Senior Notes due 2020 That Have Been Registered Under

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-183776 PROSPECTUS QR Energy, LP QRE Finance Corporation Offer to Exchange Up To $300,000,000 of 9.25% Senior Notes due 2020 That Have Not Been Registered Under The Securities Act of 1933 For Up To $300,000,000 of 9.25% Senior Notes due 2020 That Have Been Registered Under The Securities Act of 1933 Terms of the New 9.25%

September 7, 2012 8-K/A

Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2012 (April 20, 2012) QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (C

September 7, 2012 S-4

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on September 7, 2012 Registration No.

September 7, 2012 EX-12.1

QR ENERGY, LP RATIO OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) QR Energy, LP Predecessor Six Months Ended June 30, 2012 Year ended December 31, 2011 December 22- December 31, 2010 January 1- December 21, 2010 Year ended December 31, 2

Statement regarding computations of ratios EXHIBIT 12.1 QR ENERGY, LP RATIO OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) QR Energy, LP Predecessor Six Months Ended June 30, 2012 Year ended December 31, 2011 December 22- December 31, 2010 January 1- December 21, 2010 Year ended December 31, 2009 2008 2007 Earnings: Income (loss) before income taxes $ 92,589 $ 61,987 $ (12,133 ) $ 32,0

September 7, 2012 EX-99.1

QR ENERGY, LP UNAUDITED PRO FORMA FINANCIAL STATEMENT OF OPERATIONS

EXHIBIT 99.1 QR ENERGY, LP UNAUDITED PRO FORMA FINANCIAL STATEMENT OF OPERATIONS Introduction The following unaudited pro forma statement of operations of QR Energy, LP (“QR Energy” or the “Partnership”) for the six months ended June 30, 2012 reflect the unaudited historical results of QR Energy on a pro forma basis to give effect to: (i) the acquisition on April 20, 2012 by QRE Operating, LLC (“O

September 7, 2012 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Statement of Eligibility on Form T-1 of U.S. Bank National Association Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of

August 9, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): August 9, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

August 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 qre-20120630x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

August 9, 2012 EX-99.1

9 Three months ended June 30, 2012 Six months ended June 30, 2012 (In thousands, except ratios) Reconciliation of net income to Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio: Net income $ 99,125 $ 91,890 Plus: Unrealized (g

Press release Exhibit 99.1 QR Energy Announces Second Quarter 2012 Results and Outlook HOUSTON, TX—(Marketwire – August 9, 2012) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the second quarter of 2012, third quarter guidance and updated guidance for the year. Highlights for the Second Quarter 2012 • Average production of 14,505 Boe per

July 31, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

Form 8-K 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): July 25, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization

July 31, 2012 EX-4.2

REGISTRATION RIGHTS AGREEMENT by and among QR Energy, LP QRE Finance Corporation, the Guarantors party hereto, Citigroup Global Markets Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Well

Registration Rights Agreement Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT by and among QR Energy, LP QRE Finance Corporation, the Guarantors party hereto, and Citigroup Global Markets Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Wells Fargo Securities, LLC as representatives of the Initial Purchasers Dated as of July 30, 2012 REGISTRAT

July 31, 2012 EX-4.1

QR ENERGY, LP QRE FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.25% SENIOR NOTES DUE 2020 Dated as of July 30, 2012 U.S. BANK NATIONAL ASSOCIATION As Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(

Indenture Exhibit 4.1 QR ENERGY, LP QRE FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.25% SENIOR NOTES DUE 2020 INDENTURE Dated as of July 30, 2012 U.S. BANK NATIONAL ASSOCIATION As Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b

July 31, 2012 EX-10.1

QR Energy, LP QRE Finance Corporation $300,000,000 9.25% Senior Notes due 2020 Purchase Agreement

Purchase Agreement Exhibit 10.1 QR Energy, LP QRE Finance Corporation $300,000,000 9.25% Senior Notes due 2020 Purchase Agreement July 25, 2012 Citigroup Global Markets Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc. Wells Fargo Securities, LLC As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich

July 31, 2012 EX-99.1

QR Energy Announces Pricing of $300 Million Private Placement of 9.25% Senior Notes Due 2020

Press Release Exhibit 99.1 QR Energy Announces Pricing of $300 Million Private Placement of 9.25% Senior Notes Due 2020 HOUSTON, TX—(Marketwire – July 25, 2012) – QR Energy, LP, a Delaware limited partnership (“QR Energy”), (NYSE: QRE), and its wholly owned subsidiary QRE Finance Corporation announced today the pricing of their private placement under Rule 144A and Regulation S of the Securities A

June 29, 2012 EX-99.2

QR ENERGY, LP UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Combined Balance Sheet of the Partnership EXHIBIT 99.2 QR ENERGY, LP UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Introduction The following unaudited pro forma financial statements of QR Energy, LP (“QR Energy” or the “Partnership”) reflect the unaudited and audited historical results of QR Energy on a pro forma basis to give effect to: (i) the acquisition on April 20, 20

June 29, 2012 EX-99.1

Independent Auditors’ Report

Unaudited Statement of Revenue and Direct Operating Expense EXHIBIT 99.1 Independent Auditors’ Report The Board of Directors QR Energy, LP: We have audited the accompanying Statement of Revenues and Direct Operating Expenses – Acquired Prize Properties (the Statement) for the year ended December 31, 2011. This Statement is the responsibility of QR Energy, LP’s management. Our responsibility is to

June 29, 2012 8-K/A

Financial Statements and Exhibits - FORM 8-K/A

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2012 (April 20, 2012) QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (Commission

June 28, 2012 8-K

Other Events - FORM 8-K

Form 8-K 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): June 28, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (Commission (IRS Employer of inc

June 1, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): June 1, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-35010 (Commissio

June 1, 2012 EX-4.7

[Form of Senior Indenture] QR ENERGY, LP QRE FINANCE CORPORATION, as Issuers, any Subsidiary Guarantors party hereto, as Trustee Dated as of Debt Securities CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.

Form of Senior Indenture Exhibit 4.7 [Form of Senior Indenture] QR ENERGY, LP and QRE FINANCE CORPORATION, as Issuers, any Subsidiary Guarantors party hereto, and , as Trustee INDENTURE Dated as of Debt Securities CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 5.01 (b) 5.02 (c) 5.02 313 (a) 5.03 (b) 5.03 (c) 13.03 (d) 5.03

June 1, 2012 EX-12.1

QR ENERGY, LP RATIO OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) QR Energy, LP Predecessor Three Months Ended March 31, Year ended December 31, December 22 - December 31, January 1 - December 21, Year ended December 31, 2012 2011 2010 2

Computation of ratio of earnings to fixed charges Exhibit 12.1 QR ENERGY, LP RATIO OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) QR Energy, LP Predecessor Three Months Ended March 31, Year ended December 31, December 22 - December 31, January 1 - December 21, Year ended December 31, 2012 2011 2010 2010 2009 2008 2007 Earnings: Income (loss) before income taxes $ (7,266 ) $ 61,987 $ (1

June 1, 2012 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Financial Statements and Supplementary Data EXHIBIT 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of QRE GP, LLC and the Unitholders of QR Energy, LP In our opinion, the accompanying consolidated balance sheets as of December 31, 2011 and 2010 and the related consolidated statements of operations, changes in partners’ capital and cash flows for the year end

June 1, 2012 S-3

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on June 1, 2012 Registration No.

June 1, 2012 EX-4.8

[Form of Subordinated Indenture] QR ENERGY, LP QRE FINANCE CORPORATION, as Issuers, any Subsidiary Guarantors party hereto, as Trustee Dated as of Debt Securities CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a) 7.10 (b) 7.10 (c) N.A. 311

Form of Subordinated Indenture Exhibit 4.8 [Form of Subordinated Indenture] QR ENERGY, LP and QRE FINANCE CORPORATION, as Issuers, any Subsidiary Guarantors party hereto, and , as Trustee INDENTURE Dated as of Debt Securities CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 5.01 (b) 5.02 (c) 5.02 313 (a) 5.03 (b) 5.03 (c) 13.

June 1, 2012 EX-99.2

PART I. FINANCIAL INFORMATION

Financial Statements EXHIBIT 99.2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. QR ENERGY, LP CONSOLIDATED BALANCE SHEETS (In thousands, except unit amounts) March 31, 2012 December 31, 2011 (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 21,320 $ 17,433 Accounts receivable: oil and gas sales 31,837 32,263 Due from affiliate — 3,734 Derivative instruments 39,604 32,683

June 1, 2012 EX-99.3

April 10, 2012

Report of Miller and Lents, Ltd. Exhibit 99.3 April 10, 2012 Mr. Mark Paull Vice President Corporate Strategy and Planning Quantum Resources Management, LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: Quantum Resources Management, LLC Reserves and Future Net Revenues As of December 31, 2011 SEC Price Case Dear Mr. Paull: At your request, Miller and Lents, Ltd. (MLL)

May 15, 2012 EX-99.1

QR Energy Announces $300 Million Private Placement of Senior Notes Due 2020

Press Release Exhibit 99.1 QR Energy Announces $300 Million Private Placement of Senior Notes Due 2020 HOUSTON, TX—(Marketwire – May 14, 2012) – QR Energy, LP, a Delaware limited partnership (“QR Energy”), (NYSE: QRE), and its wholly owned subsidiary QRE Finance Corporation announced today that, subject to market conditions, they intend to offer for sale in a private placement under Rule 144A and

May 15, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): May 14, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

May 10, 2012 EX-99.1

9 Three months ended Three months ended March 31, 2012 December 31, 2011 (In thousands, except ratios) Reconciliation of net income to Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio: Net income $ (7,235 ) $ (26,467 ) Plus: U

Press Release of QR Energy, LP issued May 10, 2012 Exhibit 99.1 QR Energy Announces First Quarter 2012 Results and Outlook HOUSTON, TX—(Marketwire – May 10, 2012) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the first three months of 2012 and updated guidance for the year. Highlights for the First Quarter 2012 • Agreed to acquire predom

May 10, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): May 10, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization)

May 10, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10q.htm QR ENERGY LP 10-Q 3-31-2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

April 25, 2012 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K 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): April 20, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

April 23, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): April 23, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

April 23, 2012 EX-99.1

QR Energy Announces Closing of Acquisition of Oil Properties from Prize Petroleum, LLC

QR Energy, LP Press Release Exhibit 99.1 QR Energy Announces Closing of Acquisition of Oil Properties from Prize Petroleum, LLC HOUSTON, TX—(Marketwire – April 23, 2012) - QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that on April 20, 2012, it closed its previously announced acquisition from Prize Petroleum, LLC (the “acquisition”). QRE acquired predominantly low decline, long

April 16, 2012 EX-10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

Third Amendment to Credit Agreement dated as of April 11, 2012 Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 11, 2012, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limite

April 16, 2012 EX-1.1

QR ENERGY, LP 17,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Underwriting Agreement, dated April 11, 2012 Exhibit 1.1 Execution Version QR ENERGY, LP 17,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: April 11, 2012 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 20 SECTION 3. Covenants of the Partnership 21 SECTION 4. Covenants of the Selling

April 16, 2012 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement

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): April 11, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (Commi

April 16, 2012 EX-99.1

QR Energy Prices Public Offering of Common Units

QR Energy, LP Press Release dated April 11, 2012 Exhibit 99.1 QR Energy Prices Public Offering of Common Units HOUSTON, TX, April 11, 2012 (MARKWIRE via COMTEX)—QR Energy, LP, a Delaware limited partnership (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has priced its previously announced underwritten public offering (the “offering”) of 17,500,000 common units representing limited part

April 16, 2012 EX-99.2

QR Energy Announces Exercise of Underwriters’ Option to Purchase Additional Common Units

QR Energy, LP Press Release dated April 16, 2012 Exhibit 99.2 QR Energy Announces Exercise of Underwriters’ Option to Purchase Additional Common Units HOUSTON, TX—(Marketwire – April 16, 2012)—QR Energy, LP, a Delaware limited partnership (“QRE” or “QR Energy”) (NYSE: QRE), announced today that the underwriters of its previously announced underwritten public offering (“the offering”) of 6,202,263

April 13, 2012 424B4

QR Energy, LP 17,500,000 Common Units Representing Limited Partner Interests

Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

April 10, 2012 424A

SUBJECT TO COMPLETION, DATED APRIL 9, 2012

Preliminary Prospectus Table of Contents The information in this prospectus is not complete and may be changed.

April 9, 2012 S-1/A

- AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 9, 2012 Registration No. 333-180364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 1311 90-0613069 (State

April 9, 2012 EX-1.1

QR ENERGY, LP 17,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Form of Underwriting Agreement Exhibit 1.1 QR ENERGY, LP 17,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: April [•], 2012 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 19 SECTION 3. Covenants of the Partnership 20 SECTION 4. Covenants of the Selling Unitholders 24 SECTION 5. Payme

April 5, 2012 EX-99.1

1

QR Energy, LP Press Release dated April 5, 2012 Exhibit 99.1 QR Energy Announces Lender Commitments to Increase Borrowing Base, Subject to Acquisition Closing HOUSTON, TX—(Marketwire – April 5, 2012) - QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that its lenders have committed to increase its borrowing base from $630 million to $730 million subject to the closing of its acquis

April 5, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): April 5, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization

April 2, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): April 2, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization

April 2, 2012 EX-99.1

2

QR Energy, LP Press Release dated April 2, 2012 Exhibit 99.1 QR Energy Announces Increased Cash Distribution and Revised 2012 Outlook HOUSTON, TX—(Marketwire – April 2, 2012)—QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that subject to the closing of its acquisition from Prize Petroleum, LLC (“the acquisition”) announced on March 19, 2012, the Board of Directors of its general

March 30, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): March 16, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

March 30, 2012 EX-10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

Second Amendment to Credit Agreement Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 16, 2012, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“Ge

March 26, 2012 S-1

Registration Statement - FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on March 26, 2012 Registration No.

March 26, 2012 EX-99.3

February 9, 2012

EX-99.3 8 d322009dex993.htm REPORT OF MILLER AND LENTS, LTD Exhibit 99.3 February 9, 2012 Mr. Mark Paull Vice President Corporate Strategy and Planning Quantum Resources Management, LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: Quantum Resources Management, LLC Reserves and Future Net Revenues As of December 31, 2011 SEC Price Case Dear Mr. Paull: At your request,

March 26, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K/A (Amendment No. 1)

10-K/A 1 d322009d10ka.htm FORM 10-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbe

March 26, 2012 EX-99.2

QR ENERGY, LP Certain Supplementary Unaudited Financial Information (In Thousands, except percentages and per unit data) (1) Three Months Ended Year Ended December 31, 2011 December 31, 2011 Revenues: Oil and natural gas sales $ 63,934 $ 257,903 Proc

Exhibit 99.2 QR ENERGY, LP Certain Supplementary Unaudited Financial Information (In Thousands, except percentages and per unit data) (1) Three Months Ended Year Ended December 31, 2011 December 31, 2011 Revenues: Oil and natural gas sales $ 63,934 $ 257,903 Processing and other 442 1,965 Total revenues 64,376 259,868 Operating Expenses: Production expenses 22,860 88,057 Depreciation, depletion an

March 22, 2012 EX-2.1

PURCHASE AND SALE AGREEMENT

EX-2.1 2 d320558dex21.htm PURCHASE AND SALE AGREEMENT EXHIBITS AND SCHEDULES EXHIBIT “A-1” LEASES EXHIBIT “A-2” WELLS EXHIBIT “A-3” REAL PROPERTY EXHIBIT “A-4” SURFACE AGREEMENTS EXHIBIT “A-5” MINERAL INTERESTS EXHIBIT “B” EXCLUDED PROPERTIES EXHIBIT “C” FORM OF ASSIGNMENT AND BILL OF SALE EXHIBIT “D” FORM OF CERTIFICATE EXHIBIT “F” FORM OF NON-FOREIGN CERTIFICATE EXHIBIT “G” NOT USED EXHIBIT “H”

March 22, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): March 19, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

March 19, 2012 EX-99.1

QR Energy to Acquire $230 Million of Oil Properties

QR Energy, LP Press Release Exhibit 99.1 QR Energy to Acquire $230 Million of Oil Properties HOUSTON, TX—(Marketwire – March 19, 2012)—QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has signed a definitive agreement to acquire predominantly oil properties located in the Ark-La-Tex area and Michigan from an undisclosed private seller for $230 million in cash, subject to cu

March 19, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): March 19, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organizatio

March 15, 2012 EX-21.1

SUBSIDIARIES OF QR ENERGY, LP

Exhibit 21.1 SUBSIDIARIES OF QR ENERGY, LP Name Jurisdiction QRE Operating, LLC Delaware

March 15, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - QR ENERGY LP 8-K 3-15-2012

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): March 15, 2012 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (Commi

March 15, 2012 EX-99.2

1Q 2012 Full Year 2012 Average net daily production (Boed) 13,300 - 13,500 13,200 - 13,400 LOE and workover expenses (per Boe) $13.00 - $15.00 $13.00 - $15.00 Estimated maintenance capital expenditures ($ millions) $12.5 $50.0 Estimated total capital

EX-99.2 10 ex992.htm EXHIBIT 99.2 EXHIBIT 99.2 QR Energy Announces Fourth Quarter 2011 Results and 2012 Outlook HOUSTON, TX-(Marketwire – March 15, 2012) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the three months and year ended December 31, 2011 and guidance for 2012. Highlights for the Fourth Quarter 2011 ● Closed $579 million acqui

March 15, 2012 EX-99.1

1Q 2012 Full Year 2012 Average net daily production (Boed) 13,300 - 13,500 13,200 - 13,400 LOE and workover expenses (per Boe) $13.00 - $15.00 $13.00 - $15.00 Estimated maintenance capital expenditures ($ millions) $12.5 $50.0 Estimated total capital

EXHIBIT 99.1 QR Energy Announces Fourth Quarter 2011 Results and 2012 Outlook HOUSTON, TX-(Marketwire – March 15, 2012) – QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the three months and year ended December 31, 2011 and guidance for 2012. Highlights for the Fourth Quarter 2011 ● Closed $579 million acquisition of conventional assets in f

March 15, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

10-K 1 form10k.htm QR ENERGY, LP 10-K 12-31-2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35010 QR ENERGY,

March 15, 2012 EX-99.1

February 15, 2012

EXHIBIT 99.1 February 15, 2012 Mr. Mark Paull Vice President, Corporate Strategy and Planning Quantum Resources Management, LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: QR Energy, LP Reserves and Future Net Revenues As of December 31, 2011 SEC Price Case Dear Mr. Paull: At your request, Miller and Lents, Ltd. (MLL) estimated the proved oil, gas, and natural gas li

November 23, 2011 EX-99.9

MELROSE PROPERTY ACQUISITION FINANCIALS For the period from January 1, 2010 through December 21, 2010 and for the six months ended June 30, 2011 and 2010 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.9 MELROSE PROPERTY ACQUISITION FINANCIALS For the period from January 1, 2010 through December 21, 2010 and for the six months ended June 30, 2011 and 2010 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of QA Global GP, LLC: In our opinion, the accompanying statement of revenues and direct operating expenses presents fairly, in all material respects, t

November 23, 2011 EX-99.4

QA HOLDINGS, LP CONSOLIDATED BALANCE SHEETS (In thousands)

Exhibit 99.4 QA HOLDINGS, LP CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2011 December 31, 2010 ASSETS Current assets: Cash and cash equivalents $ 40,238 $ 47,204 Accounts receivable: Trade and other, net of allowance for doubtful accounts 7,096 4,853 Oil and gas sales 24,523 33,805 Due from affiliates 1,489 3,610 Derivative instruments 10,174 8,223 Prepaid and other current as

November 23, 2011 EX-99.1

QR ENERGY, LP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 QR ENERGY, LP UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction The following unaudited pro forma condensed financial statements of QR Energy, LP (“QR Energy”) reflect the unaudited and audited historical results of QR Energy and QA Holdings, LP (the “Predecessor”) on a pro forma basis to give effect to the acquisition of certain assets and the assumption of cer

November 23, 2011 EX-99.6

Report of Independent Auditors

Exhibit 99.6 Report of Independent Auditors To the Board of Directors QA Global GP, LLC: In our opinion, the accompanying consolidated balance sheets and the related consolidated statement of operations, of changes in partners' capital and of cash flows present fairly, in all material respects, the financial position of QA Holdings, LP and its subsidiaries (the Partnership) at December 31, 2010, a

November 23, 2011 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-35010 (Commission Fi

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35010 QR ENERGY, LP (E

November 14, 2011 EX-99.1

Production LOE and workover expenses (Boed) ($ millions) (per Boe) Reported 5,145 $ 8.6 $ 18.23 Changes to accrual estimates (166 ) $ 1.7 Results excluding accrual estimate changes 5,311 $ 6.9 $ 14.12

EXHIBIT 99.1 QR Energy Announces Third Quarter 2011 Results and Outlook HOUSTON, TX-(Marketwire – November 14, 2011) - QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today its operating and financial results for the three months and nine months ended September 30, 2011. Highlights for the Third Quarter 2011 · Announced $577 million acquisition of conventional assets in focus areas from

November 14, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (Co

October 6, 2011 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

Table of Contents 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): October 3, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (Commission (IRS Empl

October 6, 2011 EX-4.1

REGISTRATION RIGHTS AGREEMENT QR ENERGY, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP BLACK DIAMOND RESOURCES, LLC October 3, 2011

Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among QR ENERGY, LP and QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP BLACK DIAMOND RESOURCES, LLC October 3, 2011 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Registrable Securities 4 Section 1.03 Rules of Construction 5 ARTICLE II REGISTRATION RIGHTS Section 2.01 Right to Request Regis

October 6, 2011 EX-99.1

QR Energy Announces Close of Acquisition, Third Quarter Cash Distribution and Increased Fourth Quarter Cash Distribution

Exhibit 99.1 QR Energy Announces Close of Acquisition, Third Quarter Cash Distribution and Increased Fourth Quarter Cash Distribution HOUSTON, TX—(Marketwire — October 4, 2011) — QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has closed the $577 million acquisition of oil and natural gas properties from its sponsor, Quantum Resources Fund, effective October 1, 2011. QR En

October 6, 2011 EX-10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 3, 2011, is made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability company (“General Partner”); WELLS FARGO BANK, NATI

October 6, 2011 EX-3.1

AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LP

Exhibit 3.1 AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LP This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of QR Energy, LP, a Delaware limited partnership (the “Partnership”), dated as of December 22, 2010 (the “Partnership Agreement”), is entered into effective as of October 3, 2011, b

September 12, 2011 EX-99.2

EX-99.2

Exhibit 99.2 QR Energy to Acquire $577 Million of Properties in Core Areas September 12, 2011 Disclosures Forward-Looking Statements and Reserves Disclosures This presentation contains forward-looking statements relating to QR Energy's operations that are based on management's current expectations, estimates and projections about its operations. Words and phrases such as "expect," "estimates," "gu

September 12, 2011 EX-2.1

PURCHASE AND SALE AGREEMENT QUANTUM RESOURCES A1, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, BLACK DIAMOND RESOURCES, LLC (COLLECTIVELY “SELLERS”) QRE OPERATING, LLC QR ENERGY, LP

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT AMONG QUANTUM RESOURCES A1, LP, QAB CARRIED WI, LP, QAC CARRIED WI, LP, AND BLACK DIAMOND RESOURCES, LLC (COLLECTIVELY “SELLERS”) AND QRE OPERATING, LLC (“PURCHASER”) AND QR ENERGY, LP (“PARTNERSHIP”) TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS Section 1.1 Definitions 2 Section 1.2 Interpretation and Construction 9 ARTICLE 2 PURCHASE AND

September 12, 2011 EX-99.1

QR Energy to Acquire $577 Million of Properties in Core Areas

Exhibit 99.1 QR Energy to Acquire $577 Million of Properties in Core Areas HOUSTON, TX—(Marketwire — September 12, 2011) — QR Energy, LP (“QRE” or “QR Energy”) (NYSE: QRE) announced today that it has signed a definitive agreement to acquire oil and natural gas properties from its sponsor, Quantum Resources Fund (“QRF”) for a purchase price of $577 million. The transaction consists of the issuance

September 12, 2011 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Table of Contents 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): September 12, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (Commission (IRS E

August 15, 2011 EX-99.1

Crude Oil (NYMEX - WTI) Natural Gas (NYMEX - Henry Hub) Weighted Weighted Swaps Average Swaps Average Collars Floor Ceiling Term Bbls/d ($/Bbl) MMBtu/d ($/MMBtu) MMBtu/d ($/MMBtu) ($/MMBtu) 7/1 — 12/31/2011 2,238 $ 96.40 9,045 $ 7.15 — — — 2012 2,039

Exhibit 99.1 QR Energy Announces Second Quarter 2011 Results and Outlook HOUSTON, TX — (Marketwire — August 15, 2011) — QR Energy, LP (NYSE: QRE) announced today its operating and financial results for the three months and six months ended June 30, 2011. Highlights for the Second Quarter 2011 • June 30 daily exit rate of approximately 5,500 Boed compared to March 31 daily exit rate of approximatel

August 15, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents 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): August 15, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction (Commission (IRS Empl

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35010 QR ENERGY, LP (Exact

July 19, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 18, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (Commis

July 12, 2011 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2011 (June 29, 2011) QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of in

July 5, 2011 EX-10.2

QR Energy Announces Appointment of Richard K. Hebert to Board of Directors

Exhibit 10.2 QR Energy Announces Appointment of Richard K. Hebert to Board of Directors HOUSTON, TX-(Marketwire – July 5, 2011) - QR Energy, LP (NYSE: QRE) announced today that the Board of Directors of its general partner has elected Richard K. Hebert as an independent director. Mr. Hebert is the Managing Member of two privately held oil and gas companies, Consolidated Oil & Gas, LLC and Consolid

July 5, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 1, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organization) (Commiss

July 1, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 29, 2011 QR Energy, LP (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-35010 (Commission File N

May 23, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 23, 2011 (May 23, 2011) QR Energy, LP (Exact name of registrant as specified in its charter) Delaware 001-35010 90-0613069 (State or other jurisdiction of incorporation or organiz

May 23, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10q.htm QR ENERGY, LP 10-Q 3-31-2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

May 23, 2011 EX-99.1

Amount Fixed Term (millions) LIBOR Feb. 28 - Dec. 31, 2011 $ 225 1.88 % 2012 $ 225 1.88 % 2013 $ 225 1.87 % 2014 $ 225 1.87 % 2015 $ 225 1.87 %

Exhibit 99.1 QR Energy Announces First Quarter 2011 Results and Outlook HOUSTON, TX-(Marketwire – May 23, 2011) - QR Energy, LP (NYSE: QRE) announced today its operating and financial results for the first quarter of 2011. Highlights for the First Quarter 2011 · Average production of 5,473 Boe per day, composed of 58% liquids (oil and natural gas liquids (“NGLs”)), which is a 2.3% increase from av

May 13, 2011 NT 10-Q

FORM 12b-25

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2011 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transi

May 4, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35010 QR ENERGY, LP (Exact name of registrant as specified in its

May 4, 2011 EX-21.1

SUBSIDIARIES OF QR ENERGY, LP

Exhibit 21.1 SUBSIDIARIES OF QR ENERGY, LP Name Jurisdiction QRE Operating, LLC Delaware

May 4, 2011 EX-99.1

March 21, 2011

Exhibit 99.1 March 21, 2011 Mr. Kenneth R. Michie Vice President – Exploitation Quantum Resources Management, LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: QR Energy, LP Reserves and Future Net Revenues As of December 31, 2010 SEC Price Case Dear Mr. Michie: At your request, Miller and Lents, Ltd. (MLL) estimated the proved oil, gas, and natural gas liquids (NGL) r

April 13, 2011 NT 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2010 o

SEC FILE NUMBER 001-35010 CUSIP NUMBER 74734R108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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