On March 24, 2011, when Encore’s unit price closed near a two-week low relative to Vanguard’s unit price, Vanguard made its initial merger proposal, which proposed to convert each Encore common unit into 0.72 Vanguard common units (reflecting a 0.2% premium to Encore’s preannouncement closing price). Vanguard acquired Encore’s general partner (“Encore GP”) and 46% of Encore’s common units from a third party in late 2010. This appeal arose from the Court of Chancery’s dismissal of a class action complaint challenging the merger of a limited partnership, Encore Energy Partners LP (“Encore”), with its general partner’s controller, Vanguard Natural Resources, LLC (“Vanguard”). The Court held that such a standard, while precluding a Delaware court from applying an objective, reasonable person standard, still permits the court to examine objective factors to inform its analysis, and may be challenged with allegations of subjective bad faith or that, as a result of a conscious disregard, no subjective belief was formed. In this en banc decision, the Delaware Supreme Court held that where the contractual standard of conduct contained in a limited partnership agreement requires a belief that a decision or other action by the managers is in the best interests of the partnership to establish good faith, the actor’s subjective belief is examined. Restructuring, Bankruptcy & Creditors' Rights.Intellectual Property Counseling, Patent & Trademark Procurement.Employee Benefits & Executive Compensation.Cybersecurity, Data Privacy and Information Governance.Alternative Entities and Structured Finance.'The transaction helps de-lever (Denbury's) balance sheet, improves liquidity, and completes all of Denbury's planned asset sales following the combination with Encore Acquisition.

Wells Fargo Securities LLC is advisor to Denbury.īarclays Capital analyst Gary Stromberg estimates Vanguard is paying $4.09 per Mcfe on proved reserves, and $20,390 per Mcfe per day on production. RBC Capital Markets is financial advisor to Vanguard and Vinson & Elkins LLP is legal advisor. The companies will also continue to maintain separate boards with independent directors representation on each board and will pursue commercial opportunities and execute growth strategies in consistent with past practices.ĭenbury plans to use proceeds to pay debt and to fund any capex shortfall. Vanguard will continue to operate the entities independently after closing. Vanguard will fund the deal with $175-million acquisition term loan being led by BNP Paribas, RBC Capital Markets, Credit Agricole and Citi, with its senior secured credit facility, and up to $80 million in Vanguard common units valued at $25.50. 'Additionally, the acquisition accomplishes our strategic goal of increasing scale, enhancing our presence in the market, diversifying our reserves and geographical footprint and increasing the stability of our cash flows.'Įncore Energy properties are in four core areas, including the Big Horn Basin in Wyoming and Montana the Permian Basin in West Texas and New Mexico the Williston Basin in North Dakota and Montana and the Arkoma Basin in Arkansas and Oklahoma. Smith, Vanguard president and chief executive. 'This acquisition furthers our plan to increase exposure to oil-focused assets and it does so in a manner which creates value for our unit holders,' says Scott W. Smith: President and chief executive, Vanguard Natural Resources LLC. The existing bank debt of Encore Energy Partners, which was $234 million as of Dec. The estimated R/P ratio is approximately 14 years.Īpproximately 56% of expected gas production is hedged through 2013. Assets include 2,743 gross producing oil and gas wells as of year-end 2009 and 145,170 gross acres (103,535 net). Average production is approximately 8,630 BOE per day. 30 at approximately 43.4 million barrels of oil equivalent (67% oil and gas liquids 91% proved developed). Vanguard estimates proved reserves as of Sept. in November 2009, owned 100% of Encore Energy Partners general partner's interest and approximately 46% of Encore Energy's outstanding common units. Vanguard paid $300 million in cash and $93 million in Vanguard common units.ĭenbury, which acquired the interests in the MLP when it merged with parent company Encore Acquisition Co. The MLP Vanguard Natural Resources LLC, Houston, (NYSE: VNR) has closed its purchase of all ownership interests in the Dallas-based MLP Encore Energy Partners LP (NYSE: ENP) held by Encore parent company Denbury Resources Inc., Plano, Texas, (NYSE: DNR) for $393 million in cash and stock. Meritorious Awards for Engineering Innovation (MEAs).Rextag database of energy infrastructure assets Prices for top E&P stocks and commodities. Information on assets, buyers and sellers, deal values, and more.Ī searchable database of oil and gas debt and equity offerings.

Encore energy partners operating llc