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EX-99.1 - Encore Energy Partners LPexhibit99-1.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):  August 3, 2011 (June 22, 2011)
 
ENCORE ENERGY PARTNERS LP
 (Exact name of registrant as specified in its charter)
 
Delaware
 
001-33676
 
20-8456807
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer 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
 
 
(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 July 29, 2011 pursuant to two Purchase and Sale Agreements dated June 22, 2011,(the “Purchase Agreements”), Encore Energy Partners LP (the “Company”), consummated the acquisition of producing oil and natural gas assets in the Permian Basin of West Texas (the “Purchased Assets”) from  an undisclosed seller (“Seller”) for an adjusted purchase price of $40.7 million (the “Acquisition”).  The purchase price is subject to final purchase price adjustments to be determined based on an effective date of May 1, 2011.

The Purchased Assets have total estimated proved reserves of 2.74 million barrels of oil equivalent, of which approximately 70% are oil and natural gas liquids reserves and 100% is proved developed. At closing of the Acquisition, net production attributable to the Purchased Assets was approximately 500 barrels of oil equivalent per day.

In conjunction with the Acquisition, the Company entered into new oil and natural gas hedges covering a substantial portion of the estimated production through 2014.

The $40.7 million purchase price was funded with borrowings under the Company’s existing credit agreement.
 
Item 7.01 Regulation FD Disclosure
     
On August 1, 2011, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
     
Exhibit 99.1
 
Press Release dated August 1, 2011
 

 
 

 

 
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.
 
 
ENCORE ENERGY PARTNERS LP
 
 
By:   Encore Energy Partners GP LLC, its general partner 
   
 
By:
/s/ Scott W. Smith
 
 
Name:
Scott W. Smith
 
Title:
President, Chief Executive Officer and Director
August 3, 2011
   
 

 
 

 

 
EXHIBIT INDEX
 
EXHIBIT NUMBER
 
DESCRIPTION
     
Exhibit 99.1
 
Press Release dated August 1, 2011