Item 1.01. Entry into a Material Definitive Agreement.

On January 31, 2013, Vanguard Natural Resources, LLC (the "Company") and certain subsidiaries of the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as joint book-running managers and representatives of the several underwriters named therein (the "Underwriters"), with respect to the offering and sale by the Company of 8,000,000 common units (the "Firm Units") representing limited liability company interests in the Company (the "Common Units") at a price to the public of $27.85 per Common Unit ($26.76 per Common Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 Common Units (together with the Firm Units, the "Units") on the same terms as the Firm Units. The Underwriters exercised their option in full on February 1, 2013. The Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-3 (Registration No. 333-179050) of the Company, as supplemented by the Prospectus Supplement dated January 31, 2013 relating to the Units, filed with the Securities and Exchange Commission ("Commission") pursuant to Rule 424(b) of the Securities Act on February 1, 2013. The Company closed the transaction on February 5, 2013.

The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company, on one hand, and the Underwriters, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company and its directors and officers also agreed not to issue Common Units or securities convertible into Common Units for a period of 60 days after January 31, 2013, without the prior written consent of UBS Securities LLC, subject to certain exceptions.

The Underwriters and their related entities have performed and may perform investment and commercial banking and advisory services for the Company and its affiliates from time to time, for which they have received and may receive customary fees and reimbursement of expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business. Certain of the underwriters and their affiliates are lenders under the Company's senior secured reserve-based credit facility and will receive a portion of the proceeds from this offering through the repayment of indebtedness thereunder.

The summary of the Underwriting Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. EXHIBIT NUMBER DESCRIPTION Exhibit 1.1 Underwriting Agreement dated January 31, 2013, by and among Vanguard Natural Resources, LLC, certain subsidiaries party thereto and UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. Exhibit 5.1 Opinion of Vinson & Elkins L.L.P. regarding legality of the Units. Exhibit 8.1 Opinion of Vinson & Elkins L.L.P. regarding tax matters. Exhibit 23.1 Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibits 5.1 and 8.1).

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