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EX-99 - Encore Energy Partners LPexhibit99-1.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):  February 23, 2011 (February 22, 2011)
 
ENCORE ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-33676
20-8456807
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
5847 San Felipe, Suite 3000,
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
 

Registrant’s telephone number, including area code:  (832) 327-2255

Not applicable
(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 2.02                      Results of Operations and Financial Condition.

On February 22, 2011, Encore Energy Partners LP (“ENP”) issued a press release announcing, among other things, (1) its estimated proved oil and natural gas reserves as of December 31, 2010, (2) its unaudited results for the fourth quarter and full year of 2010, (3) a liquidity update, and (4) its 2011 outlook.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In the press release, ENP uses the non-GAAP financial measures (as defined under the SEC’s Regulation G) of “Adjusted EBITDAX,” “Distributable cash flow,” “Coverage ratio,” and “Net income excluding certain items.”  The press release contains reconciliations of these non-GAAP financial measures (or the components used in the calculation of such non-GAAP financial measures, as applicable) to ENP’s most directly comparable financial performance and liquidity measures calculated and presented in accordance with GAAP.

The information being furnished pursuant to Item 2.02 of this Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01                      Financial Statements and Exhibits.

(d)      Exhibits.

 
The exhibit listed below is being furnished pursuant to Item 2.02 of this Form 8-K.
 
EXHIBIT NUMBER
 
DESCRIPTION
     
Exhibit 99.1
 
Press Release dated February 22, 2011 regarding unaudited fourth quarter and full year 2010 results.
 
 
 
 
 

 
 
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.
 
 

 
ENCORE ENERGY PARTNERS LP
 
 
By:   Encore Energy Partners GP LLC, its general partner 
 
   
 
By:
/s/ Richard A. Robert
 
 
Name:
Richard A. Robert
 
Title:
Executive Vice President and Chief Financial Officer
February 23, 2011
   
 
 
 
 

 
 
EXHIBIT INDEX

EXHIBIT NUMBER
 
DESCRIPTION
     
Exhibit 99.1
 
Press Release dated February 22, 2011 regarding unaudited fourth quarter and full year 2010 results.