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VNR > SEC Filings for VNR > Form 8-K/A on 9-Oct-2008All Recent SEC Filings

Show all filings for VANGUARD NATURAL RESOURCES, LLC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for VANGUARD NATURAL RESOURCES, LLC


9-Oct-2008

Completion of Acquisition or Disposition of Assets, Financial S


Item 2.01. Completion of Acquisition of Assets.

On July 21, 2008, Vanguard Natural Resources, LLC ("Vanguard" or the "Company") filed a Current Report on Form 8-K announcing that its wholly-owned subsidiary, Vanguard Permian, LLC, had entered into a Purchase and Sale Agreement, dated July 18, 2008, with Segundo Navarro Drilling, Ltd, an affiliate of the Lewis Energy Group ("Lewis") (the "PSA") to purchase certain producing and non-producing oil and gas properties in South Texas (the "Properties") for approximately $53.4 million in cash and Vanguard units (the "Acquisition"), subject to adjustment.

The Properties have total estimated proved reserves of 21.8Bcfe as of December 31, 2007, of which approximately 99% is natural gas and 63% is proved developed. Based on the current net daily production of approximately 3,000 Mcfe, the Properties have a reserve to production ratio of approximately 19 years and have a 1,150 Btu content. At the closing, the Company assumed from Lewis natural gas collar and swap derivative contracts covering approximately 85% of the estimated proved producing natural gas production from the Properties through 2011 as follows:

Period             Volume (Mmbtu)  Hedge  Pricing (1)

July-December 2008 527,800         Collar $ 11.40-12.85
2009               970,800         Swap   $ 11.00
2010               843,900         Swap   $ 10.07
2011               762,200         Swap   $ 9.75

(1) All prices are Houston Ship Channel first of month index prices. The Swap prices shown for 2009-2011 are weighted average prices for the calendar year.

The closing of the transaction contemplated in the PSA was completed on July 28, 2008 for an adjusted purchase price of $51.4 million. The consideration included $30.0 million in cash and 1,350,873 Vanguard units. Pursuant to Item 9.01 of Form 8-K, the Company hereby provides the audited statement of combined revenues and direct operating expenses for the Properties and the unaudited pro forma balance sheet of the Company reflecting the acquisition of the Properties as if the transaction occurred on June 30, 2008.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited statement of combined revenues and direct operating expenses for the Properties for the year ended December 31, 2007 is filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro Forma Balance Sheet

The unaudited pro forma consolidated balance sheet of Vanguard Natural Resources, LLC as of June 30, 2008 is filed as Exhibit 99.2 hereto and incorporated herein by reference.

(c) Exhibits.

EXHIBIT NUMBER   DESCRIPTION

 Exhibit 99.1    Audited Statement of Combined Revenues and Direct
                 Operating Expenses of the Oil and Gas Properties
                 Purchased by Vanguard Natural Resources, LLC from
                 Segundo Navarro Drilling, Ltd for the year ended
                 December 31, 2007.

 Exhibit 99.2    Unaudited Pro Forma Consolidated Balance Sheet of
                 Vanguard Natural Resources, LLC as of June 30,
                 2008.


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