Current Report Filing (8-k)

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): September 18, 2015 (September 17, 2015)

LRR Energy, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-35344	90-0708431
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

Heritage Plaza 1111 Bagby Street, Suite 4600 Houston, Texas 77002
(Address of principal executive offices)

Registrant’s Telephone Number, including Area Code: (713) 292-9510

Not Applicable
(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:

x 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 September 17, 2015, LRR Energy, L.P. (the “Partnership”) entered into an amended and restated consent letter agreement (“Amended & Restated Credit Agreement Consent”) to the Credit Agreement dated as of July 22, 2011, among LRE Operating, LLC, as borrower (“OLLC”), the Partnership, as parent guarantor, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by that certain First Amendment thereto dated as of September 30, 2011, that certain Second Amendment thereto dated as of June 8, 2012, that certain Third Amendment thereto dated as of June 27, 2012, that certain Fourth Amendment dated as of October 1, 2014 and that certain Fifth Amendment dated as of May 4, 2015, the “Credit Agreement”).

On April 20, 2015, the Partnership entered into a Purchase Agreement and Plan of Merger (the “Merger Agreement”), by and among Vanguard Natural Resources, LLC (“Vanguard”), Lighthouse Merger Sub, LLC, a wholly owned indirect subsidiary of Vanguard, Lime Rock Management LP, Lime Rock Resources A, L.P., Lime Rock Resources B, L.P., Lime Rock Resources C, L.P., Lime Rock Resources II-A, L.P., Lime Rock Resources II-C, L.P., the Partnership and LRE GP, LLC, the general partner of the Partnership. The Amended & Restated Credit Agreement Consent, among other things, permits the Partnership to announce a cash distribution in an aggregate amount not to exceed $3.6 million to be paid to its transfer agent for the benefit of its unitholders no sooner than one business day after the Closing Date (as defined in the Merger Agreement), provided that the announcement of the distribution must provide that the payment of the cash distribution be conditioned and contingent upon the consummation of the Transactions (as defined in the Merger Agreement) and the occurrence of the Closing Date, including, without limitation, the indefeasible repayment in full, in cash, of all Indebtedness (as defined in the Credit Agreement) and the termination of the Credit Agreement as well as other conditions described in the Amended & Restated Credit Agreement Consent.

The foregoing description of the Amended & Restated Credit Agreement Consent is not complete and is qualified in its entirety by reference to the full text of the Amended & Restated Credit Agreement Consent, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

On September 17, 2015, the Partnership also entered into an amended and restated consent letter agreement (“Amended & Restated Term Loan Agreement Consent”) to the Second Lien Credit Agreement dated as of June 28, 2012 by and among the Partnership, as parent guarantor, OLLC, as borrower, the lenders from time to time party thereto and Wells Fargo Energy Capital, Inc., as administrative agent (“Second Lien Agent”) (as amended by that certain First Amendment thereto dated as of March 21, 2013, that certain Second Amendment thereto dated as of February 12, 2014, that certain Third Amendment thereto dated as of June 6, 2014, that certain Fourth Amendment thereto dated as of October 1, 2014 and that certain Fifth Amendment thereto dated as of May 5, 2015, the “Term Loan Agreement”).

The Amended & Restated Term Loan Agreement Consent, among other things, permits the Partnership to announce a cash distribution in an aggregate amount not to exceed $3.6 million to be paid to its transfer agent for the benefit of its unitholders no sooner than one business day after the Closing Date (as defined in the Merger Agreement), provided that the announcement of the distribution must provide that the payment of the cash distribution be conditioned and contingent upon the consummation of the Transactions (as defined in the Merger Agreement) and the occurrence of the Closing Date, including, without limitation, the indefeasible repayment in full, in cash, of all Indebtedness (as defined in the Term Loan Agreement) and the termination of the Term Loan Agreement as well as other conditions described in the Amended & Restated Term Loan Agreement Consent.

The foregoing description of the Amended & Restated Term Loan Agreement Consent is not complete and is qualified in its entirety by reference to the full text of the Amended & Restated Term Loan Agreement Consent, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Important Information and Where to Find It

In connection with the proposed merger, Vanguard filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that includes a proxy statement of the Partnership that also constitutes a prospectus of Vanguard. The Registration Statement on Form S-4 has been declared effective by the SEC and a

definitive proxy statement/prospectus has been sent to security holders of the Partnership seeking their approval with respect to the proposed merger. Vanguard and the Partnership 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 OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by Vanguard and the Partnership 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 the Partnership will be available free of charge on the Partnership’s internet website at http://www.lrrenergy.com or by contacting the Partnership’s Investor Relations Department by email at info@lrrenergy.com or by phone at (713) 345-2145.

Participants in the Solicitation

Vanguard, the Partnership, 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 the Partnership’s directors, executive officers and other members of their management and employees in the Partnership’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 is also included in the proxy statement/prospectus regarding the proposed transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Amended & Restated Consent Letter Agreement dated as of September 17, 2015 to Credit Agreement dated as of July 22, 2011, among LRE Operating, LLC, as borrower, LRR Energy, L.P., as parent guarantor, the lenders from time to time party thereto, and Wells Fargo Bank, National Association as administrative agent.

10.2		Amended & Restated Consent Letter Agreement dated as of September 17, 2015 to Second Lien Credit Agreement dated as of June 28, 2012, among LRE Operating, LLC, as borrower, LRR Energy, L.P., as parent guarantor, the lenders from time to time party thereto and Wells Fargo Energy Capital, Inc., as administrative agent.

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.

	LRR ENERGY, L.P.

		By:	LRE GP, LLC,
			its general partner


Date: September 18, 2015		By:	/s/ Jaime R. Casas
		Name:	Jaime R. Casas
		Title:	Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.		Description

10.1		Amended & Restated Consent Letter Agreement dated as of September 17, 2015 to Credit Agreement dated as of July 22, 2011, among LRE Operating, LLC, as borrower, LRR Energy, L.P., as parent guarantor, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

10.2		Amended & Restated Consent Letter Agreement dated as of September 17, 2015 to Second Lien Credit Agreement dated as of June 28, 2012, among LRE Operating, LLC, as borrower, LRR Energy, L.P., as parent guarantor, the lenders from time to time party thereto and Wells Fargo Energy Capital, Inc., as administrative agent.

Exhibit 10.1

Execution Version

Wells Fargo Bank, N.A.

1000 Louisiana Street, 9th Floor

Houston, Texas 77002

September 17, 2015

LRR Energy, L.P.

1111 Bagby Street, Suite 4600
Houston, Texas, 77002
Attention: Mr. Jaime Casas

Re: Amended & Restated Consent Letter Agreement Regarding Declaration of Cash Distribution

Ladies and Gentlemen:

Reference is hereby made to (i) that certain Credit Agreement, dated as of July 22, 2011, among LRE Operating, LLC (the “Borrower”), LRR Energy, L.P. (the “Parent”), the banks and financial institutions from time to time party thereto as lenders (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”) (as amended prior to the date hereof, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement) and (ii) that certain Consent Letter Agreement Regarding Declaration of Cash Distribution dated as of August 12, 2015 among the Administrative Agent, the Parent, the Borrower and the Lenders (the “Existing Letter Agreement”).

This Amended & Restated Consent Letter Agreement Regarding Declaration of Cash Distribution (this “Letter Agreement”) amends, restates and replaces in its entirety the Existing Letter Agreement, and upon the receipt of executed counterparts of signature pages to this Letter Agreement from the Administrative Agent, the Parent, the Borrower and each Lender, the Existing Letter Agreement shall be of no further force and effect.

1. Request for Consent. The Borrower and the Parent have advised the Administrative Agent and the Lenders that the Parent has entered into that certain Purchase Agreement and Plan of Merger with Vanguard Natural Resources, LLC and the other Persons party thereto, dated as of April 20, 2015, in the form attached as Exhibit 2.1 to the Parent’s April 22, 2015 Form 8-K filed with the SEC (the “Merger Agreement”). The Borrower and the Parent have further advised the Administrative Agent and the Lenders that (i) in connection with the Merger Agreement, the Parent desires to declare a cash distribution in an aggregate amount not to exceed $3,600,000, to be paid to its transfer agent for the benefit of the holders of its Equity Interests no sooner than one Business Day after the Closing Date (as defined in the Merger Agreement) (the “Distribution Declaration”) and (ii) the Parent is prohibited from announcing the Distribution Declaration under Section 9.04 of the Credit Agreement. The Borrower and the Parent have requested that the Administrative Agent and the Lenders enter into this Letter Agreement to evidence the Lenders’ consent to the Parent announcing the Distribution Declaration on the terms and conditions set forth herein.

2. Limited Consent. In reliance on the representations, warranties, covenants and agreements contained in this Letter Agreement, and notwithstanding anything in Section 9.04 of the Credit Agreement that may prohibit the Parent from announcing the Distribution Declaration, the

Majority Lenders hereby consent to the Loan Parties announcing the Distribution Declaration, subject to the following terms and conditions:

(a) the Distribution Declaration and all press releases and other documentation related thereto shall expressly provide that the payment of the distribution (i) is conditioned and contingent upon the consummation of the Transactions (as defined in the Merger Agreement) and the occurrence of the Closing Date including, without limitation, the indefeasible repayment in full, in cash, of all Indebtedness as defined in the Credit Agreement and the termination of the Credit Agreement and (ii) shall not be remitted to the Parent’s transfer agent for the benefit of the holders of its Equity Interests until at least one Business Day after the Closing Date;

(b) prior to announcing the Distribution Declaration, the Parent shall not have (i) cancelled the October 5, 2015 special meeting of the holders of its Equity Interests or (ii) delayed such special meeting to a date later than October 26, 2015, and announcing the Distribution Declaration shall not result in such a delay or cancellation;

(c) at the time of the Distribution Declaration, the Merger Agreement shall be in full force and effect and shall not have been amended subsequent to the date hereof, and no action shall have been taken by any party thereto to terminate the Merger Agreement, and no public statement shall have been made by any party thereto that it intends to terminate the Merger Agreement;

(d) the Distribution Declaration shall have been made in accordance with the terms hereof prior to the Outside Date (as defined in the Merger Agreement);

(e) immediately before and after giving effect to the Distribution Declaration, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom; and

(f) the Parent shall have provided evidence reasonably acceptable to the Administrative Agent that the Parent has satisfied any applicable requirements and/or obtained any required consents under the Merger Agreement in order to (i) enter into this Letter Agreement and/or (ii) announce the Distribution Declaration, including, without limitation, pursuant to Sections 4.1, 7.5 or 7.13 thereof.

For the avoidance of doubt, the Borrower and the Parent acknowledge and agree that (i) this Letter Agreement provides for a consent to the Distribution Declaration only, (ii) this Letter Agreement shall not be construed as a consent to the payment of the distribution described in the Distribution Declaration and (iii) the payment of the distribution described in the Distribution Declaration is not permitted by the Credit Agreement, including pursuant to Section 9.04 thereof.

3. Limitations on Consent. Nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of the Borrower, the Parent or any of the other Loan Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document. The Administrative Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other Loan Document.

4. Representations and Warranties; Ratifications and Affirmations of the Loan Parties. To induce the Lenders and the Administrative Agent to enter into this Letter Agreement, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent as follows:

(a) Each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such specified earlier date.

(b) No Default or Event of Default has occurred and is continuing, and no Borrowing Base Deficiency exists.

Each Loan Party (x) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement and the other Loan Documents to which it is a party and agrees that each of the Loan Documents to which it is a party remains in full force and effect and (y) acknowledges the validity, enforceability and binding effect against such Loan Party of the Credit Agreement and each other Loan Document to which such Loan Party is a party.

5. Miscellaneous.

(a) THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) The expense reimbursement and indemnification provisions of Section 12.03 of the Credit Agreement are hereby incorporated by reference and made a part hereof as if fully set forth herein.

(c) This Letter Agreement may be executed in separate counterparts and delivery of an executed signature page hereof by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof; however, no party shall be bound by this Letter Agreement unless and until a counterpart hereof has been executed by each Loan Party and a number of Lenders sufficient to constitute Majority Lenders.

(d) This Letter Agreement constitutes a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto and thereto.

(e) THIS LETTER AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

[Signature Pages Follow]

	Very truly yours,


	WELLS FARGO BANK, N.A.,
	as Administrative Agent, Issuing Bank, Swing Line Lender and Lender


	By:	/s/ Matt Turner
	Name:	Matt Turner
	Title:	Vice President