Attached files
| file | filename |
|---|---|
| EX-2.1 - Harvest Oil & Gas Corp. | v200367_ex2-1.htm |
| EX-99.1 - Harvest Oil & Gas Corp. | v200367_ex99-1.htm |
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 29, 2010 (October 25,
2010)
EV
Energy Partners, L.P.
(Exact
name of registrant as specified in charter)
|
Delaware
|
001-33024
|
20-4745690
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(I.R.S.
Employer Identification No.)
|
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1001
Fannin, Suite 800, Houston, Texas
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77002
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (713) 651-1144
(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:
¨ 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 1.01.
Entry into a Material Definitive Agreement.
On
October 25, 2010, EV Properties L.P, a partnership wholly owned by EV Energy
Partners, L.P. (the “Partnership”), along with certain institutional
partnerships managed by EnerVest, Ltd., the owner
of EV Management LLC and the owner of 71.25% of the interest in the
Partnership’s general partner, entered into a definitive purchase and sale
agreement with Talon Oil & Gas LLC to acquire oil and natural gas
properties, including certain related commodity price hedges, located in the
Barnett Shale. The Partnership will acquire a 31% interest in these assets for
$300 million. Talon Oil
and Gas LLC is an EnCap Investments, L.P. (“EnCap”) sponsored
company. Two partnerships organized and managed by EnCap own 23.75%
of our general partner and Mr. Gary R. Petersen, a director of EV Management
LLC, is a senior managing director and founder of EnCap. The
acquisition, which has an effective date of October 1, 2010, is expected to
close by the end of December 2010. Closing is subject to customary
closing conditions and purchase price adjustments. A copy of the
purchase and sale agreement is attached as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated by reference.
Item 7.01
Regulation FD Disclosure.
On
October 26, 2010, the Partnership issued a press release announcing that
it, along with certain institutional partnerships managed by EnerVest, Ltd.,
the
owner of EV Management LLC and the owner of 71.25% of the interest in the
Partnership’s general partner, entered into a definitive purchase and sale
agreement with Talon Oil & Gas LLC to acquire oil and natural gas
properties, including certain related commodity price hedges, located in the
Barnett Shale. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth
in the attached Exhibit 99.1 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 Financial Statements
and Exhibits. (Information furnished in Exhibit 99.1 is furnished
pursuant to Item 7.01.)
(d) Exhibits.
|
|
2.1
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Purchase and Sale Agreement by
and between Talon Oil & Gas LLC and EnerVest Energy Institutional Fund
XI-A, L.P., EnerVest Energy Institutional Fund XI-WI, L.P., EnerVest
Energy Institutional Fund XII-A, L.P., EnerVest Energy Institutional Fund
XII-WIB, L.P., EnerVest Energy Institutional Fund XII-WIC, L.P., EnerVest
Holding, L.P. and EV Properties, L.P. dated October 25,
2010
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99.1
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News
Release of EV Energy Partners, L.P. dated October 26,
2010
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2
SIGNATURE
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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||
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Dated:
October 29, 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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Senior
Vice President and Chief Financial Officer of EV
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||
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Management
LLC, general partner of EV Energy GP, L.P.,
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||
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general
partner of EV Energy Partners, L.P
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3
EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Purchase and Sale Agreement by
and between Talon Oil & Gas LLC and EnerVest Energy Institutional Fund
XI-A, L.P., EnerVest Energy Institutional Fund XI-WI, L.P., EnerVest
Energy Institutional Fund XII-A, L.P., EnerVest Energy Institutional Fund
XII-WIB, L.P., EnerVest Energy Institutional Fund XII-WIC, L.P., EnerVest
Holding, L.P. and EV Properties, L.P. dated October 25,
2010
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|
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99.1
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News
Release of EV Energy Partners, L.P. dated October 26,
2010
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4