Attached files
| file | filename |
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| EX-99.2 - Vanguard Natural Resources, Inc. | exhibit99-2.htm |
| EX-99.1 - Vanguard Natural Resources, Inc. | exhibit99-1.htm |
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): February 10, 2010 (December 4,
2010)
Vanguard
Natural Resources, LLC
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-33756
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61-1521161
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||
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(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
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7700
San Felipe, Suite 485
Houston,
Texas 77063
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (832) 327-2255
(Former
name or former address, if changed since last report.)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition of
Assets.
On December 4,
2009, Vanguard Natural Resources, LLC (“Vanguard” or the “Company”)
filed a Current Report on Form 8-K announcing that its wholly-owned subsidiary,
Vanguard Permian, LLC, had entered into a Purchase and Sale Agreement, dated
November 27, 2009, with private sellers (“Sellers”) (the “PSA”) to purchase
producing natural gas and oil properties in the Permian Basin (the “Properties”)
for approximately $55.0 million in cash, subject to adjustment.
The Properties have total estimated
proved reserves of 3.2 million barrels of oil equivalent, of which approximately
83% are oil reserves and 65% is proved developed. Based on current net
production of approximately 780 barrels of oil equivalent per day, the
Properties have a reserve to production ratio of approximately 11
years.
In an
effort to support stable cash flows from this transaction, the Company entered
into crude oil swaps based on NYMEX pricing for approximately 90% of the
estimated oil production from existing producing wells in the Properties for the
period beginning January 2010 extending through December
2013. A schedule of the oil hedges entered into is shown
below:
Hedging Schedule
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Swaps
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Contract
Period
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Volume
(Bbls)
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Price(1)
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|||
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January
1, 2010 - December 31, 2010
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146,000
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$
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86.24
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||
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January
1, 2011 - December 31, 2011
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109,500
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$
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86.99
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||
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January
1, 2012 - December 31, 2012
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91,500
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$
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87.18
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January
1, 2013 - December 31, 2013
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73,000
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$
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87.43
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(1) Weighted Average NYMEX Fixed Price.
In
addition to the NYMEX oil price swaps entered into above, the Company entered
into the following additional NYMEX oil derivative contracts to support the cash
flow to be received on its oil production in other areas:
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Swaps
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Contract
Period
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Volume
(Bbls)
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Price
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January
1, 2012 - December 31, 2012
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45,750
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$
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90.02
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January
1, 2013 - December 31, 2013
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45,625
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$
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90.02
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Collars
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Contract Period
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Volume
(Bbls)
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Floor
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Ceiling
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January
1, 2012 - December 31, 2012
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45,750 | $ | 80.00 | $ | 100.25 | |||||||
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January
1, 2013 - December 31, 2013
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45,625 | $ | 80.00 | $ | 100.25 | |||||||
The
closing of the transaction contemplated in the PSA was completed on December 2,
2009 for a purchase price of $55.0 million, subject to customary post closing
adjustments. The purchase price was initially funded from borrowings under the
Company’s existing reserve-based credit facility. The purchase price is subject
to final purchase price adjustments to be determined based on an effective date
of October 1, 2009. Pursuant to Item 9.01 of Form 8-K, the Company
hereby provides the audited statement of combined revenues and direct operating
expenses for the Properties for the year ended December 31, 2008, the unaudited
statement of combined revenues and direct operating expenses for the nine months
ended September 30, 2009 and 2008, and the unaudited pro forma balance sheet of
the Company reflecting the acquisition of the Properties as if the transaction
occurred on September 30, 2009.
Item
9.01. Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
audited statement of combined revenues and direct operating expenses for the
Properties for the year ended December 31, 2008 and the unaudited statement of
combined revenues and direct operating expenses for the Properties for the nine
months ended September 30, 2009 and 2008 is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
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(b)
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Pro
Forma Balance Sheet
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The
unaudited pro forma consolidated balance sheet of Vanguard Natural Resources,
LLC as of September 30, 2009 is filed as Exhibit 99.2 hereto and incorporated
herein by reference.
(c) Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
|
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Exhibit
99.1
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Statement
of Combined Revenues and Direct Operating Expenses of the Oil and Gas
Properties purchased December 2, 2009 by Vanguard Natural Resources, LLC
from Private Sellers for the year ended December 31, 2008 and the nine
months ended September 30, 2009 and 2008.
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Exhibit
99.2
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Unaudited
Pro Forma Consolidated Balance Sheet of Vanguard Natural Resources, LLC as
of September 30, 2009.
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SIGNATURES
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.
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VANGUARD
NATURAL RESOURCES, LLC
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By:
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/s/
Richard A. Robert
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Name:
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Richard
A. Robert
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Title:
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Executive
Vice President and Chief Financial Officer
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February
10, 2010
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(Principal Financial
Officer and Principal Accounting
Officer)
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EXHIBIT
INDEX
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EXHIBIT NUMBER
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DESCRIPTION
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Exhibit
99.1
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Statement
of Combined Revenues and Direct Operating Expenses of the Oil and Gas
Properties purchased December 2, 2009 by Vanguard Natural Resources, LLC
from Private Sellers for the year ended December 31, 2008 and the nine
months ended September 30, 2009 and 2008.
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Exhibit
99.2
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Unaudited
Pro Forma Consolidated Balance Sheet of Vanguard Natural Resources, LLC as
of September 30, 2009.
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