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 1819, 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)

(Commission

File Number)

(IRS Employer

Identification No.)

5 Houston Center

1401 McKinney Street, Suite 2400

Houston, Texas 77010

(Address of principal executive office) (Zip Code)

(713) 452-2200

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On November 1819, 2014, QR Energy, LP, a Delaware limited partnership (the “Partnership”), ~~held~~became a wholly-owned ~~special~~subsidiary ~~meeting~~ of ~~unitholders~~Breitburn ~~(the~~Energy ~~“Special~~Partners ~~Meeting”)~~LP, ata ~~which~~Delaware ~~unitholders~~limited ~~approved~~partnership (i“Breitburn”) ~~the~~, ~~previously~~as ~~announced Agreement~~a ~~and~~result ~~Plan~~ of ~~Merger,~~the ~~dated~~merger as of ~~July 23,~~Boom ~~2014 (the “~~Merger ~~Agreement”)~~Sub, ~~by and among the Partnership, QRE GP,~~ LLC, a Delaware limited liability company and ~~the~~wholly ~~general~~owned ~~partner~~subsidiary of Breitburn ~~the Partnership~~ (~~the~~ “~~General~~Merger ~~Partner~~Sub”), ~~Breitburn~~with ~~Energy~~and ~~Partners~~into ~~LP,~~the ~~a Delaware limited partnership (“Breitburn”)~~Partnership, ~~Breitburn~~with GPthe ~~LLC,~~Partnership acontinuing ~~Delaware~~as ~~limited~~the ~~liability~~surviving ~~company~~entity ~~and~~ (the ~~general~~“Merger”). ~~partner~~The ~~of Breitburn, and Boom~~ Merger ~~Sub,~~was ~~LLC,~~effected apursuant ~~Delaware~~to ~~limited~~an ~~liability~~Agreement ~~company~~ and ~~wholly~~Plan ~~owned~~of ~~subsidiary~~Merger, dated as of ~~Breitburn~~July 23, 2014 (the “Merger ~~Sub~~Agreement”), ~~pursuant~~by ~~to which Merger Sub will be merged with~~ and ~~into~~among the Partnership, ~~(the~~QRE ~~“Merger”)~~GP, ~~with~~ ~~the~~LLC, ~~Partnership~~a ~~continuing~~Delaware aslimited ~~the~~liability ~~surviving~~company ~~entity~~ and asthe ageneral ~~wholly~~partner ~~owned subsidiary~~ of ~~Breitburn~~the ~~and~~Partnership (~~ii) on~~the ~~an advisory~~“General Partner”), ~~non-binding basis~~Breitburn, ~~the~~Breitburn ~~compensation~~GP toLLC, bea ~~paid~~Delaware orlimited ~~become~~liability ~~payable~~company toand the ~~Partnership’s~~general ~~named~~partner ~~executive~~of ~~officers in~~Breitburn, ~~connection~~and ~~with the~~ Merger Sub.

~~The~~Subject ~~proposals~~to ~~submitted~~the toterms and conditions of the ~~Partnership’s~~Merger ~~unitholders~~Agreement, at the ~~Special~~effective ~~Meeting~~time ~~are~~of the Merger (the “Effective ~~described~~Time”), ineach ~~detail~~Common inUnit (collectively, the ~~Partnership’s~~“Common ~~definitive~~Units”) ~~proxy~~and ~~statement~~Class ~~filed~~B ~~with~~Unit (collectively, the ~~Securities~~“Class B Units”) of the Partnership (as set forth in the First Amended and ~~Exchange~~Restated Agreement ~~Commission~~of onLimited Partnership of the Partnership, dated as of December 22, 2010, as amended by Amendment No. 1 dated October 173, 2011, Amendment No. 2 dated December 12, 2013 and Amendment No. 3 dated March 2, 2014 (the “Partnership Agreement”)) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.9856 ~~The~~Breitburn ~~final~~common ~~results~~units ~~regarding~~(the “Breitburn Units” and individually, a “Breitburn Unit”) (such consideration, the “Unit Consideration”) or, in the case of fractional Breitburn Units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Breitburn Unit multiplied by (ii) the average closing price for a Breitburn Unit as reported on the NASDAQ for the ten consecutive full trading days ending at the close of trading on the full trading day immediately preceding the closing date of the Merger (the “Closing Date”). Moreover, at the Effective Time, each ~~proposal~~of ~~are~~the Class C Convertible Preferred Units of the Partnership (as set forth ~~below:~~in the Partnership Agreement) (the “Class C Units”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive cash in an amount equal to (i) $350 million divided by (ii) the number of Class C Units outstanding immediately prior to the Effective Time (the “Cash Consideration”). A number of Class B Units issuable upon a change of control of the Partnership (the “Contingent Class B Units”) equal to (i) 6,748,067, minus (ii) the excess of (A) the number of performance units that vested and were settled in Common Units of the Partnership in connection with the Merger over (B) 383,900 (the “Adjusted Class B Amount”) were issued and treated as outstanding Class B Units and converted into the right to receive the Unit Consideration. In addition, (i) each restricted Common Unit that was outstanding pursuant to the Partnership’s long-term incentive plan (the “Partnership LTIP”) vested upon the Effective Time and was converted into the right to receive the Unit Consideration and (ii) immediately prior to the Effective Time, each performance unit granted pursuant to the Partnership LTIP vested and was settled in a number of Common Units determined based on the actual attainment of the applicable performance goal(s) as of two business days prior to the Effective Time, with such resulting Common Units converted at the Effective Time into the right to receive the Unit Consideration.

1. The ~~proposal~~foregoing todescription ~~adopt~~of the Merger Agreement, and the Merger is only a summary, does not purport to be complete, and ~~the~~is qualified ~~other~~in ~~transactions~~its ~~contemplated~~entirety by reference to the Merger Agreement, which was ~~approved~~filed byas Exhibit 2.1 to the ~~following~~Partnership’s ~~vote:~~Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2014 and incorporated herein by reference.

For		Against		Abstain		Broker Non-Votes
52,007,999		1,307,387		158,316		0

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

2In connection with the completion of the Merger, the Partnership notified the New York Stock Exchange (“NYSE”) on November 19, 2014 that trading in the Partnership’s Common Units should be suspended and the listing of such Common Units on the NYSE should be removed. The ~~proposal~~trading toof ~~approve,~~the Partnership’s Common Units on anthe ~~advisory,~~NYSE ~~non-binding~~was ~~basis~~suspended at 9:30 A.M. (New York time) on November 20, 2014. The Partnership also requested that the ~~compensation~~NYSE tofile bewith ~~paid~~the orSEC ~~become~~an ~~payable~~application on Form 25 to ~~the~~delist and deregister the Partnership’s ~~named~~Common ~~executive~~Units ~~officers~~under inSection 12(b) ~~connection~~of the Securities Exchange Act of 1934 (the “Exchange Act”). Furthermore, the Partnership intends to file with the ~~Merger~~SEC ~~was~~a ~~approved~~Form by15 requesting that the ~~following~~reporting obligations ~~vote:~~of the Partnership under Sections 13(a) and 15(d) of the Exchange Act be suspended as soon as practicable.

For		Against		Abstain		Broker Non-Votes
49,594,944		3,239,099		639,659		0

Item 3.03. Material Modification to Rights of Security Holders.

3.Pursuant ~~The~~to ~~proposal~~the Merger Agreement, (i) each outstanding Common Unit and Class B Unit was converted into the right to ~~approve~~receive the ~~adjournment~~Unit Consideration; of(ii) the outstanding Class C Units were converted into the ~~Special~~right ~~Meeting,~~to ifreceive ~~necessary,~~the Cash Consideration; (iii) the Contingent Class B Units in an amount equal to ~~solicit~~the ~~additional~~Adjusted ~~proxies~~Class ifB ~~there~~Amount were ~~not~~issued ~~sufficient~~and ~~votes~~converted into the right to ~~adopt~~receive the ~~Merger~~Unit ~~Agreement~~Consideration; (iv) the restricted Common Units outstanding under the Partnership LTIP vested at the ~~time~~Effective Time and were converted into the right to receive the Unit Consideration; and (v) the performance units granted under the Partnership LTIP vested immediately prior to the Effective Time and were settled in a number of Common Units determined based on the ~~Special~~actual ~~Meeting~~attainment ~~was~~of ~~approved~~the byapplicable performance goal(s) as of two business days prior to the Effective ~~following~~Time, ~~vote:~~and such resulting Common Units were converted at the Effective Time into the right to receive the Unit Consideration.

For		Against		Abstain		Broker Non-Votes
51,604,941		1,596,087		272,674		0

As of the Effective Time, holders of the Partnership’s units immediately prior to the Effective Time ceased to have any rights as unitholders of the Partnership (other than the right to receive the Unit Consideration or as otherwise provided by the Merger Agreement or by law).

~~Item~~The 8information set forth in Items 2.01, 3.01 ~~Other~~and ~~Events~~5.01 is incorporated herein by reference.

OnItem ~~November 18, 2014, the Partnership and Breitburn issued a joint press release announcing the voting results of the Special Meeting~~5. ~~A copy of such press release is attached hereto as Exhibit 99~~01.1 ~~and~~Changes isin ~~incorporated~~Control ~~herein~~of ~~by reference~~Registrant.

~~Item~~A ~~9.01.~~change ~~Financial~~of ~~Statements~~control of the Partnership occurred on November 19, 2014 upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and ~~Exhibits~~into the Partnership, with the Partnership continuing to exist as a Delaware limited partnership.

(d)		Exhibits
99.1		Joint Press Release, dated November 18, 2014, issued by QR Energy, LP and Breitburn Energy Partners LP.

As a result of the Merger, the Partnership became a wholly-owned subsidiary of Breitburn. All limited partners of the Partnership at the Effective Time ceased to be limited partners pursuant to the Merger Agreement. All of the limited liability company interests in Merger Sub immediately prior to the Effective Time were converted into the sole limited partner interest in the Partnership, with Breitburn thus becoming the sole limited partner of the Partnership. The general partner interest in the Partnership outstanding immediately prior to the Effective Time remains unchanged, and the General Partner, as the holder of such general partner interest, continues to be the sole general partner of the Partnership.

~~SIGNATURE~~The information set forth in Items 2.01 and 3.03 above is incorporated herein by reference.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangements ~~report~~of toCertain ~~be signed on its behalf by the undersigned hereunto duly authorized~~Officers.

QRAt ~~Energy~~the Effective Time of the Merger, LPeach Bymember of the board of directors of the General Partner (the “Board”) resigned from the Board and ceased to be directors of the General Partner. These directors are: ~~QRE~~Donald GPWolf, ~~LLC~~Alan Smith, ~~its~~John ~~general~~Campbell, ~~partner~~Jr., ~~By:~~S. ~~/s/~~Wil ~~Gregory~~VanLoh, SJr., ~~Roden~~Toby Neugebauer, ~~Name:~~Richard ~~Gregory~~Hebert, SDonald Powell, and Stephen Thorington. ~~Roden~~These ~~Title:~~resignations ~~Senior~~were ~~Vice~~not ~~President~~a &result of any disagreements between the General ~~Counsel~~Partner and the directors on any matter relating to the General Partner’s operations, policies or practices.

~~Dated~~At the Effective Time of the Merger, each of the following officers of the General Partner resigned and ceased to be an officer of the General Partner. These officers are: ~~November~~Alan Smith, Chief Executive Officer; John Campbell, Jr., President and Chief Operating Officer; Cedric Burgher, Chief Financial Officer; Lloyd DeLano, Chief Accounting Officer; Gregory Roden, Senior Vice President and General Counsel; Mark Castiglione, Senior Vice President-Business Development; Mandel Selber, Senior Vice President-Land; Mary Jo Austin, Vice President-Marketing; Laura Kinningham, Vice President-Human Resources; Michael Magilton, Vice President-Finance 18& Treasurer; Timothy Pownell, ~~2014~~Vice President-Strategic Planning.

~~Exhibit~~SIGNATURE ~~Index~~

(d)		Exhibits
99.1		Joint Press Release, dated November 18, 2014, issued by QR Energy, LP and Breitburn Energy Partners LP.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


QR Energy, LP

By:		QRE GP, LLC, its general partner

By:		/s/ Gregory S. Roden
		Name: Gregory S. Roden
		Title: Senior Vice President & General Counsel

Dated: November 24, 2014

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