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EX-10.1 - Vanguard Natural Resources, LLCexhibit10-1.htm
EX-99.1 - Vanguard Natural Resources, LLCexhibit99-1.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):  November 15, 2012 (November 9, 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 November 9, 2012 pursuant to a Purchase and Sale Agreement, (the “Purchase Agreement”), Vanguard Natural Resources, LLC (the “Company”), and its wholly-owned subsidiary Encore Energy Partners Operating, LLC (“Encore”), agreed to acquire non-operated oil and natural gas assets in Montana (“the Purchased Assets”) from an undisclosed seller (“Seller”) for $131.0 million (the “Acquisition”). The Purchased Assets are subject to a third party’s preferential right to purchase, which expires thirty days after notice. This transaction has an effective date of August 1, 2012 and is expected to close on or before December 31, 2012.

The Purchased Assets are located in the Bakken trend and are characterized by mature oil production with some associated natural gas production. Current net production attributable to the Purchased Assets is approximately 1,100 BOE per day.

The parties have made customary representations, warranties, covenants and agreements in the Purchase Agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
 
Item 7.01 Regulation FD Disclosure
     
On November 15, 2012, the Company issued a press release announcing the execution and delivery of the Purchase Agreement, 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 10.1
 
Purchase and Sale Agreement, dated November 9, 2012 among Encore Energy Partners Operating, LLC and Halliburton Energy Services, Inc.
     
Exhibit 99.1
 
Press Release dated November 15, 2012.
 
 
 

 
 
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 and Chief Executive Officer
November 15, 2012
   
 
 
 
 

 
EXHIBIT INDEX
 
EXHIBIT NUMBER
 
DESCRIPTION
     
Exhibit 10.1
 
Purchase and Sale Agreement, dated November 9, 2012 among Encore Energy Partners Operating, LLC and Halliburton Energy Services, Inc.
     
Exhibit 99.1
 
Press Release dated November 15, 2012.