Item 2.01. Completion of Acquisition of Assets.

On December 31, 2012, pursuant to a Purchase and Sale Agreement dated October 31, 2012 (the "Purchase Agreement"), Vanguard Natural Resources, LLC (the "Company"), and its wholly-owned subsidiary Encore Energy Partners Operating, LLC ("Encore") consummated the acquisition of natural gas and liquids assets in the Piceance Basin in Colorado and the Powder River and Wind River Basins in Wyoming (the "Purchased Assets") for an adjusted purchase price of $328.8 million (the "Acquisition") from Bill Barrett Corporation. The purchase price is subject to final purchase price adjustments to be determined based on an effective date of October 1, 2012.

The Purchased Assets have total estimated proved reserves of 300 billion cubic feet equivalent, of which approximately 86% are natural gas reserves and 80% is proved developed. Current net production attributable to the Purchased Assets is approximately 65 million cubic feet equivalent per day.

The $328.8 million adjusted purchase price was funded with borrowings under the Company's existing Reserve-Based Credit Facility.

Item 7.01 Regulation FD Disclosure

On January 3, 2013, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. EXHIBIT NUMBER DESCRIPTION Exhibit 99.1 Press Release dated January 3, 2013

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