Attached files
| file | filename |
|---|---|
| EX-23.1 - Vanguard Natural Resources, Inc. | exhibit231bdoconsent-pined.htm |
| EX-99.1 - Vanguard Natural Resources, Inc. | exhibit991stmtofrevdoepine.htm |
| EX-99.3 - Vanguard Natural Resources, Inc. | exhibit993pinedaleproforma.htm |
| EX-99.2 - Vanguard Natural Resources, Inc. | exhibit992pinedaleproformas.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 4, 2014 (December 30, 2013)
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))
On December 30, 2013, Vanguard Natural Resources, LLC (“Vanguard” or the “Company”) filed a Current Report on Form 8-K announcing that its wholly-owned subsidiary, Encore Energy Partners Operating, LLC (“Encore”), had entered into a Purchase and Sale Agreement, dated December 23, 2013 (the “PSA”) to purchase natural gas and oil assets in the Pinedale and Jonah fields located in Southwestern Wyoming (the “Properties”) for approximately $581.0 million in cash, subject to adjustment. As reported in a Current Report on Form 8-K filed on February 3, 2014, the closing of this transaction was completed on January 31, 2014 for an aggregate adjusted purchase price of $549.1 million, subject to customary post-closing adjustments. The effective date of this acquisition is October 1, 2013.
Item 9.01. Financial Statements and Exhibits.
(a) | Financial Statements of Business Acquired |
The audited statement of revenues and direct operating expenses for the Properties for the year ended December 31, 2013 is filed as Exhibit 99.1 hereto and incorporated herein by reference.
(b) | The following unaudited combined pro forma financial information of the Company and the notes thereto are included in Exhibit 99.2 hereto and are incorporated herein by reference: |
• | Unaudited pro forma combined balance sheet as of December 31, 2013; | ||
• | Unaudited pro forma combined statement of operations for the year ended December 31, 2013. | ||
(c) | The summary pro forma combined oil, natural gas and natural gas liquids reserve data is included in Exhibit 99.3 hereto and incorporated herein by reference: |
(d) Exhibits.
EXHIBIT NUMBER | DESCRIPTION | |
Exhibit 10.1 | Purchase and Sale Agreement, dated December 23, 2013 among Encore Energy Partners Operating, LLC and Anadarko E&P Onshore LLC (incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-33756) filed on December 30, 2013). | |
Exhibit 23.1 | Consent of BDO USA, LLP. | |
Exhibit 99.1 | Statement of Revenues and Direct Operating Expenses of the Oil and Gas Properties Encore Energy Partners Operating, LLC (a wholly-owned subsidiary of Vanguard Natural Resources, LLC) purchased on January 31, 2014 for the year ended December 31, 2013. | |
Exhibit 99.2 | Unaudited pro forma combined financial information of Vanguard Natural Resources, LLC as of December 31, 2013 and for the year ended December 31, 2013. | |
Exhibit 99.3 | Summary Pro Forma Combined Oil, Natural Gas and Natural Gas Liquids Reserve Data. | |
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/ Richard A. Robert | ||
Name: | Richard A. Robert | ||
Title: | Executive Vice President and Chief Financial Officer | ||
April 4, 2014 | (Principal Financial Officer and Principal Accounting Officer) | ||
EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
Exhibit 10.1 | Purchase and Sale Agreement, dated December 23, 2013 among Encore Energy Partners Operating, LLC and Anadarko E&P Onshore LLC (incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-33756) filed on December 30, 2013). | |
Exhibit 23.1 | Consent of BDO USA, LLP. | |
Exhibit 99.1 | Statement of Revenues and Direct Operating Expenses of the Oil and Gas Properties Encore Energy Partners Operating, LLC (a wholly-owned subsidiary of Vanguard Natural Resources, LLC) purchased on January 31, 2014 for the year ended December 31, 2013. | |
Exhibit 99.2 | Unaudited pro forma combined financial information of Vanguard Natural Resources, LLC as of December 31, 2013 and for the year ended December 31, 2013. | |
Exhibit 99.3 | Summary Pro Forma Combined Oil, Natural Gas and Natural Gas Liquids Reserve Data. | |