On December 31, 2012, Bill Barrett Corporation (the "Company") closed on its previously announced sale to an affiliate of Vanguard Natural Resources, LLC ("Buyer") of certain of the Company's non-core natural gas assets under the Purchase and Sale Agreement between the Company and Buyer dated October 31, 2012 (the "Agreement"). The assets sold include all Wind River Basin natural gas producing properties, the Company's Powder River Basin coal bed methane assets and a working interest in its Gibson Gulch-Piceance Basin development property. Total consideration received by the Company was $328.8 million after customary preliminary closing adjustments. The transaction was effective as of October 1, 2012.

The foregoing is not a complete description of all the terms and provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as an exhibit to the Company's Current Report on Form 8-K filed on November 5, 2012, which is incorporated by reference herein.

On January 2, 2013, the Company announced the completion of the sale to Buyer described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

(b) Pro Forma Financial Information

The Unaudited Pro Forma Condensed Consolidated Financial Information of the Company as of September 30, 2012, for the Three and Nine Months Ended September 30, 2012 and for the Year Ended December 31, 2011, are set forth in Exhibit 99.2.

(d) Exhibits

Exhibit Number                            Description of Exhibit

 2                     Purchase and Sale Agreement dated October 31, 2012 between
                       Bill Barrett Corporation and Bill Barrett CBM Corporation,
                       as Sellers, Encore Energy Partners Operating, LLC, as Buyer,
                       and Vanguard Natural Resources LLC as Parent Guarantor.
                       [Incorporated by reference to Exhibit 2 of our Current
                       Report on Form 8-K filed with the Commission on November 5,
                       2012.]

99.1                   Press Release, dated January 2, 2013. [Incorporated by
                       reference to Exhibit 99 of this Current Report on Form 8-K
                       filed with the Commission on January 3, 2013.]

99.2                   The Company's Unaudited Pro Forma Condensed Consolidated
                       Financial Information as of September 30, 2012, for the
                       Three and Nine Months Ended September 30, 2012, and for the
                       Year Ended December 31, 2011.