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LRE > SEC Filings for LRE > Form 8-K on 30-Nov-2012All Recent SEC Filings

Show all filings for LRR ENERGY, L.P.

Form 8-K for LRR ENERGY, L.P.


30-Nov-2012

Other Events


Item 8.01 Other Events.

On November 29, 2012, LRR Energy, L.P., a Delaware limited partnership (the "Partnership"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") among Lime Rock Resources A, L.P., a Delaware limited partnership ("LRR A"), Lime Rock Resources B, L.P., a Delaware limited partnership ("LRR B"), Lime Rock Resources C, L.P., a Delaware limited partnership ("LRR C," and together with LRR A and LRR B, the "Seller") and LRE Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership ("Operating LLC," and together with the Partnership, the "Buyer"), pursuant to which the Seller agreed to sell certain oil and natural gas properties located in the Mid-Continent region in Oklahoma to the Buyer in exchange for $21.0 million in cash consideration, subject to customary purchase price adjustments. As part of the transaction, the Partnership will acquire commodity hedge contracts that the Partnership estimates to be currently valued at approximately $1.7 million. The purchase price will be adjusted based upon the value of the hedge contracts at the closing of the transaction. The Partnership expects to finance the acquisition with borrowings under its revolving credit facility.

The Purchase Agreement contains representations and warranties, covenants and indemnification provisions that are typical for transactions of this nature. The effective date of the transactions contemplated by the Purchase Agreement is October 1, 2012, and the transactions are expected to close on or about January 3, 2013, subject to certain third-party approvals and other customary closing conditions. There can be no assurance that all of the conditions to closing will be satisfied.

The Purchase Agreement was approved by the board of directors (the "Board") of LRE GP, LLC, the general partner of the Partnership, and the Board's conflicts committee, which is comprised entirely of directors meeting the independence standards of the New York Stock Exchange and the Securities and Exchange Act of 1934, as amended, on November 29, 2012. The conflicts committee retained independent legal and financial advisors to assist it in evaluating and negotiating the transaction.


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