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EX-5.1 - Vanguard Natural Resources, LLCexhibit5-1.htm
EX-8.1 - Vanguard Natural Resources, LLCexhibit8-1.htm
EX-1.1 - Vanguard Natural Resources, LLCexhibit1-1.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):  September 12, 2012
 
Vanguard Natural Resources, LLC
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
001-33756
 
61-1521161
(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 1.01.  Entry into a Material Definitive Agreement.
 
On September 12, 2012, Vanguard Natural Resources, LLC (the “Company”) and certain subsidiaries of the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, as joint book-running managers and representatives of the several underwriters named therein (the “Underwriters”), with respect to the offering and sale of 6,000,000 common units (the “Firm Units”) representing limited liability company interests in the Company (the “Common Units”) by the Company at a price to the public of $27.51 per Common Unit ($26.44 per Common Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 900,000 Common Units (together with the Firm Units, the “Units”) on the same terms as the Firm Units to cover over-allotments, if any. The Underwriters exercised their option in full on September 14, 2012. The Units have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-179050) of the Company, as supplemented by the Prospectus Supplement dated September 12, 2012 relating to the Units, filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act on September 12, 2012. The Company closed the transaction on September 17, 2012.
 
The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company, on one hand, and the Underwriters, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company and its directors and officers also agreed not to issue Common Units or securities convertible into Common Units for a period of 60 days after September 12, 2012, without the prior written consent of Wells Fargo Securities, LLC, subject to certain exceptions including the ability of certain of the Company’s officers to exercise vested option awards and make sales of the underlying Common Units.
 
The Underwriters and their related entities have performed and may perform investment and commercial banking and advisory services for the Company and its affiliates from time to time, for which they have received and may receive customary fees and reimbursement of expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business. Affiliates of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC are lenders under the Company’s senior secured revolving credit facility and will receive a portion of the proceeds from this offering through the repayment of indebtedness thereunder.
 
The summary of the Underwriting Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
Exhibit 1.1
 
Underwriting Agreement dated September 12, 2012, by and among Vanguard Natural Resources, LLC, certain subsidiaries party thereto and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein.
Exhibit 5.1
 
Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.
Exhibit 8.1
 
Opinion of Vinson & Elkins L.L.P. regarding tax matters.
Exhibit 23.1
 
Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibits 5.1 and 8.1).
 
 
 
 

 
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.
 
VANGUARD NATURAL RESOURCES, LLC
 

 
By:                      /s/ Scott W. Smith 
Name:                Scott W. Smith
Title:                  President, Chief Executive Officer 
September 17, 2012
 
 
 
 

 

 
EXHIBIT INDEX
 
EXHIBIT NUMBER
 
DESCRIPTION
Exhibit 1.1
 
Underwriting Agreement dated September 12, 2012, by and among Vanguard Natural Resources, LLC, certain subsidiaries party thereto and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein.
Exhibit 5.1
 
Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.
Exhibit 8.1
 
Opinion of Vinson & Elkins L.L.P. regarding tax matters.
Exhibit 23.1
 
Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibits 5.1 and 8.1).