form8-k.htm
 

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):  May 13, 2010
 
Vanguard Natural Resources, LLC
(Exact name of registrant as specified in its charter)
 
DELAWARE
  
001-33756
  
61-1521161
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

 
5847 San Felipe, Suite 3000
Houston, Texas 77057
(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 May 13, 2010, 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 and the Underwriters agreed to purchase 3,250,000 common units representing limited liability company interests in the Company (the “Units”) at a price of $23.00 per Unit ($22.02 per Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase, on the same terms as the Units sold by the Company, up to an additional 487,500 Units to cover over-allotments, if any. 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 May 13, 2010 relating to the Units, filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act on May 13, 2010. The Company expects the transaction to close on May 18, 2010.
 
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 60 days after May 13, 2010, without the prior consent of Citigroup Global Markets Inc., Wells Fargo Securities, LLC and RBC Capital Markets Corporation.
 
Citigroup Global Markets Inc., Wells Fargo Securities, LLC, RBC Capital Markets, Oppenheimer & Co. Inc., Wunderlich Securities, Inc., 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 and RBC Capital Markets Corporation 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 May 13, 2010, the Company issued a press release announcing that it had priced the offering of 3,250,000 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.
 
EXHIBIT NUMBER
  
DESCRIPTION
Exhibit 1.1
  
Underwriting Agreement dated May 13, 2010, 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.
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).
Exhibit 99.1
  
Press Release dated May 13, 2010

 
 
 

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
May 13, 2010
 

 

 
 
 

EXHIBIT INDEX
 
EXHIBIT NUMBER
  
DESCRIPTION
     
Exhibit 1.1
  
Underwriting Agreement dated May 13, 2010, 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.
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).
Exhibit 99.1
  
Press Release dated May 13, 2010