Attached files
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| EX-99.1 - Harvest Oil & Gas Corp. | v206945_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): December 30, 2010 (December 30,
2010)
EV
Energy Partners, L.P.
(Exact
name of registrant as specified in charter)
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Delaware
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001-33024
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20-4745690
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(State
of Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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1001
Fannin, Suite 800, Houston, Texas
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77002
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(Address
of Principal Executive Offices)
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(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:
¨
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 2.01
Completion of Acquisition or Disposition of Assets.
On
December 30, 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, closed
the previously announced acquisition of oil and natural gas properties,
including certain related commodity price hedges, located in the Barnett Shale
from Talon Oil & Gas LLC. The Partnership acquired a 31.02%
interest in these assets for an adjusted purchase price of $295.9 million,
subject to customary post-closing adjustments. The acquisition was funded
with $285 million in borrowings under its credit facility and available
cash.
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.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
Subsequent
to the funding of the acquisition described in Item 2.01 above, the total debt
outstanding under the Partnership’s credit facility is $619
million. The current borrowing base under the credit facility, after
the closing of this acquisition, is $700 million.
Item
7.01. Regulation FD Disclosure.
After
market closing on December 30, 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, closed the previously announced
acquisition of oil and natural gas properties, including certain related
commodity price hedges, located in the Barnett Shale from Talon Oil & Gas
LLC. The Partnership acquired a 31.02% interest in these assets for
an adjusted purchase price of $295.9 million, subject to customary post-closing
adjustments. 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. A copy of the press release is furnished 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.
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(a)
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The required financial statements
will be filed no later than 75 days from the date of the closing of the
acquisition.
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(d)
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Exhibits.
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99.1
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Press Release dated December 30,
2010, regarding the closing of the previously announced Barnett Shale
acquisition.
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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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Dated:
December 30, 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
Management
LLC, general partner of EV Energy GP, L.P.,
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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99.1
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Press
Release dated December 30, 2010, regarding the closing of the previously
announced Barnett Shale
acquisition.
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