LRR Energy, L.P. Announces Revised Record Date for Special Meeting of Unitholders
19 August 2015 - 10:33AM
Business Wire
LRR Energy, L.P. (NYSE: LRE) (“LRR Energy”) announced today it
has established a revised record date for the special meeting of
unitholders to be held in connection with the previously announced
merger with Vanguard Natural Resources, LLC (“Vanguard”) based on
LRR Energy’s anticipated schedule for completion of the Securities
and Exchange Commission (“SEC”) review of Vanguard’s Registration
Statement on Form S-4 related to the proposed merger. At the
special meeting, LRR Energy unitholders will vote on the following
items: (i) to consider and vote on the proposal to approve the
previously announced Purchase Agreement and Plan of Merger, dated
as of April 20, 2015, by and among LRR Energy, Vanguard and various
of their respective affiliates (the “Merger Agreement”), (ii) to
consider and vote on an advisory, non-binding basis, the
merger-related compensation payments that may become payable to
certain of LRR Energy’s named executive officers in connection with
the merger, and (iii) to consider and vote on the adjournment of
the special meeting if necessary to solicit additional proxies if
there are not sufficient votes to approve the Merger Agreement at
the time of the special meeting.
LRR Energy unitholders of record at the close of business on
August 28, 2015, will be entitled to receive notice of the special
meeting and to vote at the special meeting. The revised date, time
and location of the special meeting of unitholders will be set and
announced at a later time. Subject to satisfaction of customary
closing conditions, including receipt of LRR Energy unitholder
approval, the transaction is expected to close in October 2015.
About LRR Energy, L.P.
LRR Energy is a Delaware limited partnership formed in April
2011 by affiliates of Lime Rock Resources to operate, acquire,
exploit and develop producing oil and natural gas properties in
North America. LRR Energy's properties are located in the Permian
Basin region in West Texas and Southeast New Mexico, the
Mid-Continent region in Oklahoma and East Texas and the Gulf Coast
region in Texas.
Important Information and Where to Find It
In connection with the proposed merger, Vanguard filed with the
SEC a preliminary Registration Statement on Form S-4 that includes
a preliminary proxy statement of LRR Energy that also constitutes a
preliminary prospectus of Vanguard. A definitive proxy
statement/prospectus will be sent to security holders of LRR Energy
seeking their approval with respect to the proposed merger.
Vanguard and LRR Energy also plan to file other documents with the
SEC regarding the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
documents filed by Vanguard and LRR Energy with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Vanguard will be available free of
charge on Vanguard’s internet website at http://www.vnrllc.com or
by contacting Vanguard’s Investor Relations Department by email at
investorrelations@vnrllc.com or by phone at (832) 327-2234. Copies
of the documents filed with the SEC by LRR Energy will be available
free of charge on LRR Energy’s internet website at
http://www.lrrenergy.com or by contacting LRR Energy’s Investor
Relations Department by email at info@lrrenergy.com or by phone at
(713) 345-2145.
Participants in the Solicitation
Vanguard, LRR Energy, and their respective directors, executive
officers and other members of their management and employees may be
deemed to be “participants” in the solicitation of proxies in
connection with the proposed merger. Investors and security holders
may obtain information regarding Vanguard’s directors, executive
officers and other members of its management and employees in
Vanguard’s Annual Report on Form 10-K for the year ended December
31, 2014, which was filed with the SEC on March 2, 2015, Vanguard’s
proxy statement for its 2015 annual meeting, which was filed with
the SEC on April 20, 2015, and any subsequent statements of changes
in beneficial ownership on file with the SEC. Investors and
security holders may obtain information regarding LRR Energy’s
directors, executive officers and other members of their management
and employees in LRR Energy’s Annual Report on Form 10-K for the
year ended December 31, 2014, which was filed with the SEC on March
4, 2015, and any subsequent statements of changes in beneficial
ownership on file with the SEC. These documents can be obtained
free of charge from the sources listed above. Additional
information regarding the interests of these individuals will also
be included in the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
Forward-Looking Statements
This press release includes “forward-looking statements” as
defined by the SEC. All statements other than historical facts,
including, without limitation, statements regarding the expected
benefits of the proposed transaction to Vanguard and LRR Energy and
their unitholders, the anticipated completion of the proposed
transaction or the timing thereof, the expected future reserves,
production, financial position, business strategy, revenues,
earnings, costs, capital expenditures and debt levels of the
combined company, and plans and objectives of management for future
operations, are forward-looking statements. When used in this press
release, words such as we “may,” “can,” “expect,” “intend,” “plan,”
“estimate,” “anticipate,” “project,” “believe,” “will” or “should”
or the negative thereof or variations thereon or similar
terminology are generally intended to identify forward-looking
statements. It is uncertain whether the events anticipated will
transpire, or if they do occur what impact they will have on the
results of operations and financial condition of Vanguard, LRR
Energy or of the combined company. Such forward-looking statements
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed in, or implied
by, such statements.
These risks and uncertainties include, but are not limited to:
the ability to obtain unitholder approval of the proposed
transaction; the ability to complete the proposed transaction on
anticipated terms and timetable; Vanguard’s and LRR Energy’s
ability to integrate successfully after the transaction and achieve
anticipated benefits from the proposed transaction; the possibility
that various closing conditions for the transaction may not be
satisfied or waived; risks relating to any unforeseen liabilities
of Vanguard or LRR Energy; declines in oil, natural gas liquids or
natural gas prices; the level of success in exploitation,
development and production activities; adverse weather conditions
that may negatively impact development or production activities;
the timing of exploitation and development expenditures;
inaccuracies of reserve estimates or assumptions underlying them;
revisions to reserve estimates as a result of changes in commodity
prices; impacts to financial statements as a result of impairment
write-downs; risks related to level of indebtedness and periodic
redeterminations of the borrowing base under Vanguard’s and LRR
Energy’s credit agreements; the ability of Vanguard and LRR Energy
to comply with covenants contained in the agreements governing
their indebtedness; ability to generate sufficient cash flows from
operations to meet the internally funded portion of any capital
expenditures budget; ability to obtain external capital to finance
exploitation and development operations and acquisitions; federal,
state and local initiatives and efforts relating to the regulation
of hydraulic fracturing; failure of properties to yield oil or gas
in commercially viable quantities; uninsured or underinsured losses
resulting from oil and gas operations; inability to access oil and
gas markets due to market conditions or operational impediments;
the impact and costs of compliance with laws and regulations
governing oil and gas operations; ability to replace oil and
natural gas reserves; any loss of senior management or technical
personnel; competition in the oil and gas industry; risks arising
out of hedging transactions; and other risks described under the
caption “Risk Factors” in Vanguard’s and LRR Energy’s Annual
Reports on Form 10-K for the period ended December 31, 2014.
Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of their dates.
Except as required by law, neither Vanguard nor LRR Energy intends
to update or revise its forward-looking statements, whether as a
result of new information, future events or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150818006664/en/
LRR Energy, L.P.Angelique Brou, (713) 345-2145Financial
Reporting Managerabrou@lrrenergy.comorJaime Casas, (713)
345-2126Chief Financial Officerjcasas@lrrenergy.com
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