SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including “Risk Factors” beginning on page 26 and the historical financial statements and the notes to those financial statements. The information presented in this prospectus assumes (i) an initial public offering price of $         per common unit (the midpoint of the price range set forth on the cover of this prospectus) and (ii) unless otherwise indicated, that the underwriters do not exercise their option to purchase up to          additional common units, unless otherwise indicated.

Unless we indicate otherwise, our financial, reserve and operating information in this prospectus reflects the results and financial position attributable to the Partnership Properties and is presented on a historical basis, without giving effect to this offering and the other transactions contemplated by this prospectus, including the formation transactions described in “—Our Partnership Structure and Formation Transactions.” The estimated proved reserve information for the Partnership Properties as of June 30, 2012 contained in this prospectus is based on a report prepared by Ralph E. Davis Associates, Inc., our independent reserve engineers, a summary of which is included in this prospectus as Appendix C. We refer to this report as our “reserve report.”

New Source Energy Partners L.P.

Overview

We are a Delaware limited partnership formed in October 2012 by New Source Energy to own and acquire oil and natural gas properties in the United States. Our primary business objective is to generate stable cash flows, allowing us to make quarterly cash distributions to our unitholders and, over time, to increase those quarterly cash distributions. Our properties consist of non-operated working interests in the Misener-Hunton formation (the “Hunton Formation”), a conventional resource reservoir located in east-central Oklahoma. This formation has a 90-year history of exploration and development and thousands of wellbore penetrations that have led to more accurate geologic mapping. The estimated proved reserves on our properties were approximately 14.2 MMBoe, as of June 30, 2012, of which approximately 58% were classified as proved developed reserves and of which approximately 76.4% were comprised of oil and natural gas liquids. Average net daily production from our properties during the nine months ended September 30, 2012 was 3,169 Boe/d, which is comprised of 171 Bbl/d of oil, 6,242 Mcf/d of natural gas and 1,958 Bbl/d of natural gas liquids. Based on net production from our properties for the six months ended June 30, 2012, the total proved reserves associated with our properties had a reserve to production ratio of 12.3 years. To mitigate the impact of commodity price volatility and thereby increase the predictability of our cash flow, New Source Energy will contribute to us, at the closing of this offering, commodity derivative contracts covering approximately 85% and 79% of our estimated total production for the years ending December 31, 2013 and 2014, respectively, based on production estimates contained in our reserve report.

As of June 30, 2012, we had 89,116 gross (31,554 net) acres, of which 6,796 gross (2,323 net) acres were undeveloped. As of June 30, 2012, we had 127 gross (28.5 net) proved undeveloped drilling locations, of which 66 gross (20.7 net) were infill drilling locations. Pursuant to a development agreement we will enter into at the closing of this offering, New Source Energy will have control over our drilling program and the sole right to determine which wells are drilled based on our annual drilling budget that will be determined and periodically updated by our general partner. Pursuant to our development agreement with the New Source Group, during each of our fiscal years ending December 31, 2013 through December 31, 2016, we have agreed to spend an average of $8.2 million to drill certain of our proved undeveloped locations and maintain our producing wells. Both we and New Source Energy believe that, by spending approximately $8.2 million annually from 2013 through 2016, we will be able to at least maintain our production at an average annual rate of 3,200 Boe/d through 2016.

We believe our business relationship with the New Source Group will enhance our ability to grow our production and expand our proved reserves base over time. New Source Energy, an independent energy company engaged in the development and production of onshore oil and liquids-rich natural gas projects in the United States, owns a 50% membership interest in our general partner and will own approximately     % of our outstanding limited partner units, which includes all of our subordinated units. After giving effect to the formation transactions, New Source Energy had (i) total estimated proved reserves of 6.8 MMBoe as of June 30, 2012, of which approximately 85.1% were classified as proved undeveloped reserves, and (ii) interests in over 24,670 gross (12,368 net) acres of undeveloped properties. After additional capital is invested, we believe that many of these properties will become suitable for us, based on our criteria that suitable properties consist of mature onshore oil and natural gas reservoirs with long-lived, predictable production profiles.

Our Properties

Our properties are located in the Golden Lane field within the Hunton Formation of east-central Oklahoma and consist of mature, legacy oil and natural gas reservoirs. Our properties consist of non-operated working interests in producing and undeveloped leasehold acreage, including 215 gross (82.4 net) producing wells with working interests ranging from 21% to 87% (38.3% weighted average); and 127 gross (28.5 net) proved undeveloped drilling locations with working interests ranging from 1% to 84% (22.4% weighted average). As of June 30, 2012, we had 89,116 gross (31,554 net) acres in the Golden Lane field. Based on the production estimates from our reserve report and assuming our efforts to develop our properties are successful, our production in 2016 will be approximately 1,183.4 MBoe, or approximately 3,242 Boe/d, without (i) increasing the drilling schedule of our proved undeveloped properties, (ii) increasing our working interests in wells through forced pooling, or (iii) acquiring additional properties and production from either New Source Energy or third parties.

Currently, two rigs are being used to drill on properties owned by New Source Energy, including the Partnership Properties, and the number of rigs may be increased to up to six rigs over the next twelve months, some of which may be used to drill on the Partnership Properties. Over the past six years, the New Source Group has completed an average of 25 gross wells per year on properties currently held by New Source Energy, of which 132 gross wells were completed as a portion of the Partnership Properties.

The following table summarizes information related to our estimated oil and natural gas reserves as of June 30, 2012 and the average net production for the nine months ended September 30, 2012 from our properties.

Our Development Agreement with the New Source Group

We will enter into a development agreement with the New Source Group at the closing of this offering with respect to the drilling of our proved undeveloped reserves that comprise a portion of the Partnership Properties. Pursuant to the development agreement, our general partner will, at least annually and likely more frequently, at its discretion, determine our drilling budget. New Source Energy will then have the sole right to determine which wells are drilled based on our drilling budget. As of June 30, 2012, the Partnership Properties included 6.0 MMBoe of estimated proved undeveloped reserves, and we had identified 127 gross (28.5 net) drilling locations for prospective development, of which 66 gross (20.7 net) are infill drilling locations.

Pursuant to the development agreement, during each of our fiscal years ending December 31, 2013 through December 31, 2016, we have agreed to pay New Source Energy an average of $8.2 million to drill certain of our proved undeveloped locations and maintain our producing wells. Both we and New Source Energy believe that, by spending approximately $8.2 million annually from 2013 through 2016, we will be able to maintain our producing wells and drill a number of wells sufficient to at least maintain our production at an average annual rate of 3,200 Boe/d through 2016.

While we have committed to spending an average of $8.2 million annually from 2013 through 2016 pursuant to the development agreement, we intend to spend additional amounts in order to grow our production over time through drilling additional proved undeveloped properties, increasing our working interests in wells through forced pooling and acquiring properties from both New Source Energy and third parties. While we do not currently have an acquisition budget, nor do we assume forced pooling in our reserve reports, our reserve report assumes that we will spend an average of approximately $8.2 million annually from 2013 through 2016 on the development of our proved undeveloped properties and any maintenance of our producing wells, resulting in a production estimate for the year ending December 31, 2016 of 3,242 Boe/d.

Finally, beginning with the first quarter of 2014 and continuing through the fourth quarter of 2016, if our average production declines below 3,200 Boe/d for any preceding four quarter period, then holders of our subordinated units will not be entitled to receive the quarterly distributions otherwise payable on our subordinated units for such quarter. We expect that any funds not distributed to holders of our subordinated units will be reserved by the board of directors of our general partner for use in growing our production.

New Source Group’s Specialized Processes

We believe that, through application of specialized processes outlined below, our properties are low risk due to predictable production profiles, long reserve lives and modest capital requirements. The New Source Group’s method of hydrocarbon recovery relies upon exploiting the reservoir through development, rather than exploration. The New Source Group’s technical team has geologic and engineering expertise in horizontal well design, submersible pump placement, fluid and hydrocarbon separation and saltwater disposal. We believe this experience allows us to realize production efficiencies utilizing methodologies that provide a predictable ultimate recovery of hydrocarbons. In developing properties in conventional resource plays, the New Source Group employs the following six essential components:

Our Hedging Strategy

New Source Energy will contribute to us, at the closing of this offering, commodity derivative contracts covering approximately 90% of our estimated oil and natural gas production from our total proved developed producing reserves as of June 30, 2012 and approximately 50% of our estimated oil and natural gas production from our total proved undeveloped reserves as of June 30, 2012 for the years ending December 31, 2013, 2014, 2015 and 2016, based on production estimates contained in our reserve report. In addition, New Source Energy will contribute to us, at the closing of this offering, commodity derivative contracts covering approximately 90% of our estimated NGL production from our total proved developed producing reserves as of June 30, 2012 and approximately 50% of our estimated NGL production from our total proved undeveloped reserves as of June 30, 2012 for the years ending December 31, 2013 and 2014, based on production estimates contained in our reserve report. We expect that as the market for NGL-based commodity derivative contracts becomes more developed over time, our ability to cover future NGL production beyond the two-year horizon in place at the closing of this offering will be strengthened. We expect the commodity derivative contracts contributed to us at the closing of this offering will cover approximately 85% and 79% of our estimated total production for the years ending December 31, 2013 and 2014, respectively, based on production estimates contained in our reserve report.

Following the closing of this offering, we expect to adopt a hedging policy designed to reduce the impact to our cash flows from commodity price volatility. Under this policy, we intend to enter into commodity derivative contracts covering approximately 60% to 90% of our estimated total production over a three-to-five year period at any given point in time. We may, however, from time to time hedge more or less than this approximate range.

Our commodity derivative contracts may consist of natural gas, oil and NGL financial swaps, put options and/or collar contracts and natural gas basis financial swaps. By removing a significant portion of price volatility associated with production, we believe we will mitigate, but not eliminate, the potential negative effects of reductions in commodity prices on our cash flow from operations for those periods. However, our hedging activity may also reduce our ability to benefit from increases in commodity prices. Additionally, we intend to individually identify these non-speculative hedges as “designated hedges” for U.S. federal income tax purposes as we enter into them. For a description of our commodity derivative contracts, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Commodity Derivative Contracts.”

Our Relationship with the New Source Group

New Source Energy is controlled by its principal stockholder, chairman and senior geologist, David J. Chernicky. Mr. Chernicky also owns all of the membership interests in New Dominion and Scintilla. Mr. Chernicky has historically acquired oil and natural gas properties through Scintilla, and New Dominion has acted as the operator for properties held by Scintilla for over 12 years, completing and economically producing from more than 98% of all wells it has drilled in the Hunton Formation. New Source Energy acquired substantially all of its assets from Scintilla in August 2011, including the Partnership Properties. Following the closing of this offering, New Source Energy will be our largest unitholder, holding              common units (approximately     % of all outstanding) and              subordinated units (100% of all outstanding), and will own 50% of the membership interests in our general partner.

The following table summarizes information by field regarding New Source Energy’s estimated oil and natural gas reserves as of June 30, 2012 and its average net production for the nine months ended September 30, 2012, after giving effect to New Source Energy’s contribution of the Partnership Properties to us.

As a result of its significant ownership interests in us and our general partner, we believe New Source Energy will be motivated to support the successful execution of our business strategy and will provide us with opportunities to pursue acquisitions that will be accretive to our unitholders. New Source Energy views our partnership as part of its growth strategy, and we believe that New Source Energy will be incentivized to contribute or sell additional assets to us and to pursue acquisitions jointly with us in the future. However, New Source Energy will regularly evaluate acquisitions and dispositions and may elect to acquire or dispose of properties in the future without offering us the opportunity to participate in those transactions. Moreover, after this offering, New Source Energy will continue to be free to act in a manner that is beneficial to its interests without regard to ours, which may include electing not to present us with future acquisition opportunities. Although we believe New Source Energy will be incentivized to offer properties to us for purchase, New Source Energy has no obligation to sell or offer properties to us following the closing of this offering. If New Source Energy fails to present us with, or successfully competes against us for, acquisition opportunities, then our ability to replace or increase our estimated proved reserves may be impaired, which would adversely affect our cash flow from operations and our ability to make cash distributions to our unitholders. Please read “Conflicts of Interest and Fiduciary Duties.”

Our Business Strategies

Our primary business objective is to generate stable cash flows, allowing us to make quarterly cash distributions to our unitholders and, over time, to increase those quarterly cash distributions. To achieve our objective, we intend to execute the following business strategies:

For a more detailed description of our business strategies, please read “Business and Properties—Our Business Strategies” beginning on page 126.

Our Competitive Strengths

We believe that the following competitive strengths will allow us to successfully execute our business strategies and achieve our objective of generating and growing cash available for distribution:

For a more detailed discussion of our competitive strengths, please read “Business and Properties—Our Competitive Strengths” beginning on page 127.

Risk Factors

An investment in our common units involves risks. Below is a summary of certain key risk factors that you should consider in evaluating an investment in our common units. This list is not exhaustive. Please read the full discussion of these risks and other risks described under “Risk Factors” beginning on page 26.

Risks Related to Our Business

Risks Inherent in an Investment in Us

Tax Risks to Unitholders

Our Partnership Structure and Formation Transactions

We are a Delaware limited partnership formed in October 2012 by New Source Energy to own and acquire oil and natural gas properties in the United States. In connection with this offering, the following transactions, which we refer to as the formation transactions, will occur:

If the underwriters exercise their option to purchase additional common units, we will use the net proceeds to reduce outstanding borrowings under our new revolving credit facility. If the underwriters exercise in full their option to purchase additional common units, the ownership interest of the public unitholders will increase to              common units, representing an aggregate         % limited partner interest in us, the ownership interest of our general partner will increase to              general partner units, representing a         % general partner interest in us, and the ownership interest of New Source Energy will remain at              common units and subordinated units, representing an aggregate         % limited partner interest in us.

Our Ownership and Organizational Structure

The table and diagram below illustrates our ownership and organizational structure based on total units outstanding after giving effect to this offering and the related formation transactions and assumes that the underwriters do not exercise their option to purchase additional common units.

Principal Executive Offices and Internet Address

Our principal executive offices are located at 914 North Broadway, Suite 230, Oklahoma City, Oklahoma, and our phone number is (405) 272-3028. Our website address is www.        .com. We expect to make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission, which we refer to as the SEC, available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus.

Management of the Partnership

We are managed and operated by the board of directors and executive officers of New Source Energy GP, LLC, our general partner. Upon the closing of this offering, the board of directors of our general partner will have five members, at least one of whom will be an independent director. New Source Energy will appoint at least our second and third independent directors within 90 days and one year, respectively, of the date our common units are listed for trading on the New York Stock Exchange. The owners of our general partner have the right to appoint its entire board of directors. Unlike shareholders in a publicly traded corporation, our unitholders will not be entitled to elect our general partner or the board of directors of our general partner. Some of the executive officers and/or directors of our general partner currently serve as executive officers and/or directors of members of the New Source Group. For more information about the directors and officers of our general partner, please read “Management—Directors and Executive Officers.”

Prior to the closing of this offering, we and our general partner will enter into an omnibus agreement with the New Source Group, pursuant to which, among other things, the New Source Group will provide management and administrative services that we believe are necessary to allow our general partner to operate, manage and grow our business. Neither we nor our subsidiaries will have any employees. Following the closing of this offering, we will be responsible for the costs of any equity-based compensation awarded to our management or the board of directors of our general partner, and we will be responsible for transaction costs incurred in connection with any acquisition we complete during such period. From the closing of this offering through December 31, 2013, we will pay the New Source Group a quarterly fee of $675,000 for the provision of such services. After December 31, 2013, in lieu of the quarterly fee, our general partner will reimburse the New Source Group, on a quarterly basis, for the actual direct and indirect expenses it incurs in its performance under the omnibus agreement, and we will reimburse our general partner for such payments it makes to the New Source Group. The New Source Group will not be liable to us for its performance of, or failure to perform, services under this agreement unless there has been a final decision determining that the New Source Group acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was unlawful. The New Source Group will have substantial discretion to determine in good faith which expenses to incur on our behalf and what portion to allocate to us. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement.”

Summary of Conflicts of Interest and Fiduciary Duties

Our general partner has a legal duty to manage us in a manner beneficial to the holders of our common and subordinated units. This legal duty originates in statutes and judicial decisions and is commonly referred to as a “fiduciary duty.” However, the officers and directors of our general partner also have a fiduciary duty to manage the business of our general partner in a manner beneficial to its owners, which are New Source Energy and certain of its affiliates. The officers and directors of New Source Energy, in turn, have a fiduciary duty to manage its business in a manner beneficial to its owners. Additionally, certain of our general partner’s executive officers and directors will continue to have economic interests, investments and other economic incentives in such affiliates. As a result of these relationships, conflicts of interest exist and may arise in the future between us and our unitholders, on the one hand, and our general partner and its owners and affiliates, on the other hand. For example, our general partner is entitled to make determinations that affect our ability to generate the cash flows necessary to make cash distributions to our unitholders, including determinations related to:

These determinations will have an effect on the amount of cash distributions we make to the holders of our units, which in turn has an effect on whether our general partner receives incentive cash distributions. For a more detailed description of the conflicts of interest and fiduciary duties of our general partner, please read “Risk Factors—Risks Inherent in an Investment in Us” and “Conflicts of Interest and Fiduciary Duties.”

Delaware law provides that Delaware limited partnerships may, in their partnership agreements, restrict or expand the fiduciary duties owed by the general partner to the limited partners and the partnership. Our partnership agreement limits the liability of our general partner and reduces the fiduciary duties it owes to holders of our common and subordinated units. Our partnership agreement also restricts the remedies available to holders of our common units for actions that might otherwise constitute a breach of the fiduciary duties that our general partner owes to our unitholders. By purchasing a common unit, unitholders agree to be bound by the terms of our partnership agreement and, pursuant to the terms of our partnership agreement, are treated as having consented to various actions contemplated in our partnership agreement and conflicts of interest that might otherwise be considered a breach of fiduciary or other duties under Delaware law. Please read “Conflicts of Interest and Fiduciary Duties—Fiduciary Duties” for a description of the fiduciary duties imposed on our general partner by Delaware law, the material modifications of these duties contained in our partnership agreement and certain legal rights and remedies available to our unitholders.

To increase our estimated proved reserves and levels of production, we intend to both deploy our capital resources to drill additional wells and otherwise develop our estimated reserves and acquire additional oil and natural gas properties. Several of the officers and directors of our general partner, who are responsible for managing our operations and acquisition activities, hold similar positions with other entities that are in the business of identifying and acquiring oil and natural gas properties. For example, our general partner will be owned 50% by New Source Energy, 25% by an entity controlled by Mr. Chernicky, the Chairman of our general partner, and 25% by an entity controlled by Mr. Kos, the President and Chief Executive Officer of our general partner. New Source Energy is in the business of acquiring oil and natural gas properties, and Messrs. Kos and Chernicky are also the President and Chief Executive Officer and Chairman and controlling shareholder, respectively, of New Source Energy.

Additionally, neither our partnership agreement nor the omnibus agreement contains any restrictions on the ability of the New Source Group to compete with us. The New Source Group is under no obligation to offer properties or refer acquisitions or other opportunities to us.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or “JOBS Act.” For as long as we are an emerging growth company, unlike other public companies, we will not be required to:

We will cease to be an “emerging growth company” upon the earliest of:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The Offering

Summary Historical Financial Data

We were formed in October 2012 and do not have historical financial operating results. The following table shows summary historical financial data attributable to the Partnership Properties, which will comprise the entirety of our operating assets following the closing of this offering, for the periods and as of the dates presented. The contribution of the Partnership Properties to us by New Source Energy will be a transaction between businesses under common control. Accordingly, we will reflect the Partnership Properties in our financial statements retroactively at carryover basis, and the accounts of the Partnership Properties will become our pre-formation date accounts. Due to the factors described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Operating Expenses—General and administrative,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Operating Expenses—Depreciation, depletion and amortization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Income Taxes,” our future results of operations will not be comparable to the historical results attributable to the Partnership Properties.

The summary historical financial data attributable to the Partnership Properties as of and for the years ended December 31, 2010 and 2011 are derived from the audited historical financial statements included elsewhere in this prospectus. The summary historical financial data attributable to the Partnership Properties as of and for the nine months ended September 30, 2011 and 2012 are derived from the unaudited historical financial statements included elsewhere in this prospectus.

You should read the following table in conjunction with “—Our Partnership Structure and Formation Transactions,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements included elsewhere in this prospectus. Among other things, those historical financial statements include more detailed information regarding the basis of presentation for the following information.

The following table presents Adjusted EBITDA, which we use in evaluating the liquidity of our business. This financial measure is not calculated or presented in accordance with generally accepted accounting principles, or GAAP. We explain this measure below and reconcile it to net cash from operating activities, its most directly comparable financial measure calculated and presented in accordance with GAAP.

Non-GAAP Financial Measure

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, and is not a measure of net income or cash flows as determined by United States generally accepted accounting principles, or GAAP.

We define Adjusted EBITDA as earnings before interest expense, income taxes, depreciation, depletion and amortization, accretion expense, non-cash compensation expense and unrealized derivative gains and losses.

Our management believes Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income or cash flows from operating activities as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We believe that Adjusted EBITDA is a widely followed measure of operating performance and may also be used by investors to measure our ability to meet debt service requirements.

The following tables present a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measures of net income (loss) and net cash provided by operating activities, respectively.