Attached files
file | filename |
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EX-99.3 - Harvest Oil & Gas Corp. | v174196_ex99-3.htm |
EX-5.1 - Harvest Oil & Gas Corp. | v174196_ex5-1.htm |
EX-8.1 - Harvest Oil & Gas Corp. | v174196_ex8-1.htm |
EX-1.1 - Harvest Oil & Gas Corp. | v174196_ex1-1.htm |
EX-99.1 - Harvest Oil & Gas Corp. | v174196_ex99-1.htm |
EX-99.2 - Harvest Oil & Gas Corp. | v174196_ex99-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 12, 2010 (February 8,
2010)
EV
Energy Partners, L.P.
(Exact
name of registrant as specified in charter)
Delaware
(State
of Incorporation)
|
001-33024
(Commission
File No.)
|
20-4745690
(I.R.S.
Employer Identification No.)
|
1001
Fannin, Suite 800, Houston, Texas
(Address
of Principal Executive Offices)
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77002
(Zip
Code)
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Registrant’s telephone number,
including area code: (713) 651-1144
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
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a Material
Definitive Agreement.
On
February 9, 2010, EV Energy Partners, L.P. (the “Partnership”) and certain
affiliates entered into an underwriting agreement (the “Underwriting Agreement”)
with RBC Capital Markets Corporation, Citigroup Global Markets Inc., Raymond
James & Associates, Inc. and Wells Fargo Securities, LLC, as representatives
of the several underwriters named therein (collectively, the “Underwriters”),
providing for the offer and sale in a firm commitment offering of 3,000,000
common units representing limited partner interests in the Partnership (the
“Common Units”) at a public offering price of $28.08 per Common Unit. Pursuant
to the Underwriting Agreement, the Partnership granted the Underwriters a 30-day
option to purchase up to 450,000 additional Common Units at the same price. The
offer and sale of the Common Units is registered under the Securities Act of
1933, as amended (the “Securities Act”), pursuant to a Registration Statement on
Form S-3 (File No. 333-146428), which was declared effective by the
Securities and Exchange Commission on December 19, 2007. The Partnership closed
the transaction on February 12, 2010.
In the
Underwriting Agreement, the Partnership agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments the Underwriters may be required to make because of
any of those liabilities. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference.
Certain
of the Underwriters and their related entities have engaged, and may in the
future engage, in commercial and investment banking transactions with the
Partnership in the ordinary course of its business. Affiliates of certain
Underwriters are lenders under the Partnership’s credit facilities. These
Underwriters and their related entities have received, and expect to receive,
customary compensation and expense reimbursement for these commercial and
investment banking transactions.
On
February 8, 2010 the Partnership issued a press release announcing the
commencement of a public offering of 3,000,000 common units. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
On
February 9, 2010 the Partnership issued a press release announcing that it had
priced the offering of the 3,000,000 common units. A copy of the
press release is furnished as Exhibit 99.2 hereto and is incorporated
herein by reference.
On
February 12, 2010 the Partnership issued a press release announcing the closing
of its public offering of common units and the exercise in full of the
over-allotment option. A copy of the press release is furnished as
Exhibit 99.3 hereto and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth
in the attached Exhibit 99.1, 99.2 and 99.3 is deemed to be “furnished” and
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01
Exhibits.
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(a)
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Financial
Statements of Businesses Acquired.
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Not
applicable.
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(b)
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Pro
forma Financial Information.
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Not
applicable.
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(c)
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Shell
Company Transactions.
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Not
applicable.
(d)
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Exhibits.
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1.1
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Underwriting
Agreement dated as of February 9, 2010, among EV Energy Partners, L.P., EV
Energy GP, L.P., EV Management, LLC, EV Properties, L.P., EV Properties
GP, LLC, RBC Capital Markets Corporation, Citigroup Global Markets Inc.,
Raymond James & Associates, Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named
therein.
|
5.1
|
Opinion
of Haynes and Boone, LLP.
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8.1
|
Opinion
of Haynes and Boone, LLP relating to tax
matters.
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23.1
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Consent
of Haynes and Boone, LLP (included in Exhibit 5.1
hereto).
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23.2
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Consent
of Haynes and Boone, LLP (included in Exhibit 8.1
hereto).
|
99.1
|
Press
Release dated February 8, 2010, regarding commencement of public offering
of 3,000,000 common units.
|
99.2
|
Press
Release dated February 9, 2010, regarding pricing of public offering of
3,000,000 common units.
|
99.3
|
Press
Release dated February 12, 2010, regarding closing of public offering of
common units and exercise of over-allotment
option.
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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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EV Energy Partners, L.P.
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Dated: February 12, 2010
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By:
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/s/ MICHAEL E.
MERCER
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Michael E. Mercer
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|
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Senior Vice President and Chief Financial Officer of
EV Management LLC, general partner of
EV Energy GP, L.P., general partner of
EV Energy Partners, L.P.
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EXHIBIT INDEX
1.1
|
Underwriting
Agreement dated as of February 9, 2010, among EV Energy Partners, L.P., EV
Energy GP, L.P., EV Management, LLC, EV Properties, L.P., EV Properties
GP, LLC, RBC Capital Markets Corporation, Citigroup Global Markets Inc.,
Raymond James & Associates, Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named
therein.
|
5.1
|
Opinion
of Haynes and Boone, LLP.
|
8.1
|
Opinion
of Haynes and Boone, LLP relating to tax
matters.
|
23.1
|
Consent
of Haynes and Boone, LLP (included in Exhibit 5.1
hereto).
|
23.2
|
Consent
of Haynes and Boone, LLP (included in Exhibit 8.1
hereto).
|
99.1
|
Press
Release dated February 8, 2010, regarding commencement of public offering
of 3,000,000 common units.
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99.2
|
Press
Release dated February 9, 2010, regarding pricing of public offering of
3,000,000 common units.
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99.3
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Press
Release dated February 12, 2010, regarding closing of public offering of
common units and exercise of over-allotment
option.
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