UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): December 2, 2009 (December 1,
2009)
Vanguard
Natural Resources, LLC
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-33756
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61-1521161
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7700
San Felipe, Suite 485
Houston,
Texas 77063
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (832) 327-2255
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 1, 2009, Vanguard Natural Resources, LLC (the “Company”) entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup
Global Markets Inc., Wells Fargo Securities, LLC and RBC Capital Markets
Corporation, as joint book-running managers and representatives of the several
underwriters named therein (the “Underwriters”), pursuant to which the Company
agreed to sell 2,250,000 common units (the “Firm Units”) representing limited
liability company interests in the Company ( “Units”) at a price of $18.00 per
Unit ($17.22 per 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 337,500 Units on the same terms as the Firm Units
to cover over-allotments, if any. The offer and sale of 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. 333-159911) of the Company, as supplemented by the Prospectus
Supplement dated December 1, 2009 relating to the Units, filed with the
Securities and Exchange Commission (“Commission”) pursuant to
Rule 424(b) of the Securities Act on December 1, 2009. The
Company expects the transaction to close on December 4, 2009.
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 also agreed not to issue Units or securities convertible into
Units for a period of 75 days after December 1, 2009, without the prior
consent of Citigroup Global Markets Inc., Wells Fargo Securities, LLC and RBC
Capital Markets Corporation.
The
Underwriters and their affiliates have performed investment and commercial
banking and advisory services for the Company and its affiliates from time to
time for which they have received customary fees and 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 businesses.
Affiliates of Citigroup Global Markets Inc., Wells Fargo Securities, LLC, RBC
Capital Markets Corporation and Comerica Securities, Inc. are lenders under the
Company’s reserve-based credit facility and will receive a portion of the
proceeds from this offering through the repayment of indebtedness under the
credit facility.
The
summary of the Underwriting Agreement set forth in this Section 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
7.01. Regulation FD Disclosure.
On
December 1, 2009, the Company issued a press release announcing that it had
priced the offering of 2,250,000 Units. A copy of the press release is furnished
as Exhibit 99.1 hereto and is incorporated herein by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the information set
forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall
not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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Exhibit
1.1
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Underwriting
Agreement dated December 1, 2009, by and among Vanguard Natural
Resources, LLC and Citigroup Global Markets Inc., Wells Fargo Securities,
LLC and RBC Capital Markets Corporation, as representatives of the several
underwriters named therein.
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Exhibit
5.1
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Opinion
of Vinson & Elkins L.L.P. regarding legality of the
Units.
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Exhibit
8.1
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Opinion
of Vinson & Elkins L.L.P. regarding tax
matters.
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Exhibit
23.1
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Consent
of Vinson & Elkins L.L.P. (included in its opinions filed as
Exhibits 5.1 and 8.1).
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Exhibit
99.1
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Press
Release dated December 1, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
VANGUARD
NATURAL RESOURCES, LLC
By: /s/ Scott W.
Smith
Name: Scott
W. Smith
Title: President,
Chief Executive Officer and Director
December
2, 2009
EXHIBIT
INDEX
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EXHIBIT NUMBER
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DESCRIPTION
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Exhibit
1.1
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Underwriting
Agreement dated December 1, 2009, by and among Vanguard Natural
Resources, LLC and Citigroup Global Markets Inc., Wells Fargo Securities,
LLC and RBC Capital Markets Corporation, as representatives of the several
underwriters named therein.
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Exhibit
5.1
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Opinion
of Vinson & Elkins L.L.P. regarding legality of the
Units.
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Exhibit
8.1
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Opinion
of Vinson & Elkins L.L.P. regarding tax
matters.
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Exhibit
23.1
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Consent
of Vinson & Elkins L.L.P. (included in its opinions filed as
Exhibits 5.1 and 8.1).
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Exhibit
99.1
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Press
Release dated December 1, 2009
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