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EX-99.1 - PRESS RELEASE - Harvest Oil & Gas Corp.v173456_ex99-1.htm
EX-2.1 - PURCHASE AND SALE AGREEMENT - Harvest Oil & Gas Corp.v173456_ex2-1.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):    February 8, 2010 (February 5, 2010)
 
EV Energy Partners, L.P.
(Exact name of registrant as specified in charter)

Delaware
001-33024
20-4745690
 (State of Incorporation)
 (Commission File No.)
 (I.R.S. Employer Identification No.)

1001 Fannin, Suite 800, Houston, Texas
77002
 (Address of Principal Executive Offices)
 (Zip Code)

Registrant’s telephone number, including area code: (713) 651-1144
 
(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 February 5, 2010, CGAS Properties L.P, a partnership wholly owned by EV Energy Partners, L.P. (the “Partnership”), along with certain institutional partnerships managed by EnerVest, Ltd., the owner of 71.25% of the interest in the Partnership’s general partner, entered into a definitive purchase and sale agreement with a subsidiary of Range Resources Corporation to acquire oil and natural gas properties in the Appalachian Basin. The Partnership will acquire a 46.15% interest in these assets for $151.8 million. The acquisition, which has an effective date of January 1, 2010, is expected to close by the end of March 2010.  Closing is subject to customary closing conditions and purchase price adjustments.  A copy of the purchase and sale agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference.
 
Item 7.01 Regulation FD Disclosure.
 
On February 8, 2010, the Partnership issued a press release announcing that it, along with certain institutional partnerships managed by EnerVest, Ltd., the owner of 71.25% of the interest in the Partnership’s general partner, entered into a definitive purchase and sale agreement with Range Resources Corporation to acquire oil and natural gas properties in the Appalachian Basin.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated 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. (Information furnished in Exhibit 99.1 is furnished pursuant to Item 7.01.)
 
(d)
Exhibits.
 
 
2.1
Purchase and Sale Agreement by and between Range Resources – Appalachia, LLC and EnerVest Institutional Fund XI-A, L.P., EnerVest Institutional Fund XI-WI, L.P., CGAS Properties, L.P. and EnerVest Operating, L.L.C. dated February 5, 2010

 
99.1
News Release of EV Energy Partners, L.P. dated February 8, 2010
  
 
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SIGNATURE  

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.
 
 
EV Energy Partners, L.P.
     
Dated: February 8, 2010
By:  
/s/ MICHAEL E. MERCER
 
Michael E. Mercer
Senior Vice President and Chief Financial Officer of EV
Management LLC, general partner of EV Energy GP, L.P.,
general partner of EV Energy Partners, L.P    
 
 
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EXHIBIT INDEX  
 
Exhibit No.
 
Description
     
 2.1
 
 
Purchase and Sale Agreement by and between Range Resources – Appalachia, LLC and EnerVest Institutional Fund XI-A, L.P., EnerVest Institutional Fund XI-WI, L.P., CGAS Properties, L.P. and EnerVest Operating, L.L.C.
dated February 5, 2010 
     
99.1
 
News Release of EV Energy Partners, L.P. dated February 8, 2010
 
 
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