On December 28, 2012, QRE Operating, LLC, a wholly owned subsidiary of QR Energy, LP (the "Partnership"), entered into and closed the transactions contemplated by a Purchase and Sale Agreement (the "Purchase Agreement") with Quantum Resources A1, LP ("QRA"), QAB Carried WI, LP ("QAB"), QAC Carried WI, LP ("QAC") and Black Diamond Resources, LLC ("Black Diamond," and collectively with QRA, QAB and QAC, the "Sellers"), pursuant to which the Sellers agreed to transfer oil properties located in the Jay field in the Florida Gulf Coast area (the "Assets") for approximately $145 million.

The transactions were financed with cash on hand and borrowings under the Partnership's committed bank credit facility. The Purchase Agreement contains representations and warranties, covenants, indemnification provisions and adjustments that are typical for transactions of this nature.

The foregoing summary of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference.

Entities controlled by affiliates of the Sellers own QRE GP, LLC, the general partner of the Partnership (the "General Partner") and such entities own approximately 31.4% of our outstanding common and preferred units. Certain officers and directors of the Sellers or their affiliates serve as officers and/or directors of the General Partner.

Each of the Sellers is part of a group of entities formed for the purpose of acquiring oil and natural gas properties (the "Fund"). In connection with the initial public offering of the Partnership's common units, the Fund and its affiliates contributed certain oil and natural gas properties to the Partnership. The Partnership is a party to an omnibus agreement with the Fund and its affiliates that governs the Partnership's relationship with the Fund and its affiliates with respect to, among other items, business opportunities.

The Board of Directors of the General Partner approved the transactions described herein based on a recommendation from its conflicts committee, which consists entirely of directors meeting the New York Stock Exchange listing standards for independence. The conflicts committee retained independent legal and financial advisors to assist it in evaluating and negotiating the transaction.

The information set forth under Item 1.01 above with respect to the acquisition by the Partnership of the Assets from the Sellers pursuant to the Purchase Agreement is incorporated herein by reference.

On January 2, 2013, the Partnership issued a press release announcing the acquisition of the Assets from the Sellers and the Partnership's intention to host an investor conference call to discuss the acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto. A copy of the slide presentation to be presented in connection with the investor conference call is available on the Partnership's Investor Relations website at http://ir.qrenergylp.com.

Information on the Partnership's website is not incorporated by reference in this Form 8-K. The information being furnished pursuant to Item 7.01 of this Form 8-K and in Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(a) Financial Statements of Businesses Acquired.

The Partnership will file the financial statements as required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Partnership will file the financial statements as required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.                                  Description

2.1*              Purchase and Sale Agreement, dated as of December 28, 2012, by
                  and among QRE Operating, LLC and Quantum Resources A1, LP, QAB
                  Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources,
                  LLC.

99.1              QR Energy, LP Press Release dated January 2, 2012.

* Pursuant to the rules of the Securities and Exchange Commission, the remaining schedules and similar attachments to the agreement have not been filed herewith. The Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.