Vanguard Natural Resources, LLC (NASDAQ:VNR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
The descriptions of the Plan, the Restructuring Support Agreement,
the Backstop Commitment Agreement and the Equity Commitment
Agreement (each as defined below) included in Item 1.03 of this
Current Report on Form 8-K are incorporated by reference into this
item.
the Backstop Commitment Agreement and the Equity Commitment
Agreement (each as defined below) included in Item 1.03 of this
Current Report on Form 8-K are incorporated by reference into this
item.
Item 1.03 Bankruptcy or Receivership.
As previously disclosed, Vanguard Natural Resources, LLC (the
Company) and certain subsidiaries (such subsidiaries, together with
the Company, the Debtors) filed voluntary petitions for relief (the
cases commenced thereby, the Chapter 11 Cases) under chapter 11 of
the United States Bankruptcy Code (the Bankruptcy Code) in the
United States Bankruptcy Court for the Southern District of Texas
(the Bankruptcy Court). The Chapter 11 Cases are being administered
under the caption In re Vanguard Natural Resources, LLC et al.
Company) and certain subsidiaries (such subsidiaries, together with
the Company, the Debtors) filed voluntary petitions for relief (the
cases commenced thereby, the Chapter 11 Cases) under chapter 11 of
the United States Bankruptcy Code (the Bankruptcy Code) in the
United States Bankruptcy Court for the Southern District of Texas
(the Bankruptcy Court). The Chapter 11 Cases are being administered
under the caption In re Vanguard Natural Resources, LLC et al.
Approval of Disclosure Statement
On June 6, 2017, the Bankruptcy Court entered the Order: (I)
Approving Debtors Disclosure Statement for Second Amended Joint
Plan of Reorganization; (II) Establishing Voting Record Date; (III)
Approving Solicitation Packages and Distribution Procedures; (IV)
Approving Forms of Ballot and Establishing Procedures for Voting on
Joint Plan of Reorganization; (V) Approving Forms of Notice to
Non-Voting Classes under Plan; (VI) Establishing Voting Deadline to
Accept or Reject Plan; (VII) Approving Procedures for Vote
Tabulations; (VIII) Approving Rights Offering Procedures and
Related Materials; and (IX) Establishing Confirmation Hearing Date
and Notice and Objection Procedures in Respect Thereof (the Order),
which approved the Debtors disclosure statement filed on May 31,
2017 ( the Disclosure Statement) relating to the Second Amended
Joint Plan of Reorganization to Chapter 11 of the Bankruptcy Code,
dated as of May 31, 2017 (as modified, amended or supplemented from
time to time, the Plan) as containing adequate information to
section 1125(b) of the Bankruptcy Code for use in the solicitation
of acceptances or rejections of the Plan. On June 7, 2017, the
Debtors filed with the Bankruptcy Court the solicitation version of
the Plan, dated as of May 31, 2017, which is attached as Exhibit
2.1 to this Current Report on Form 8-K. This Current Report on Form
8-K, including the summary of the key features of the Plan, is not
intended to be, nor should it be construed as, a solicitation for a
vote on the Plan.
Approving Debtors Disclosure Statement for Second Amended Joint
Plan of Reorganization; (II) Establishing Voting Record Date; (III)
Approving Solicitation Packages and Distribution Procedures; (IV)
Approving Forms of Ballot and Establishing Procedures for Voting on
Joint Plan of Reorganization; (V) Approving Forms of Notice to
Non-Voting Classes under Plan; (VI) Establishing Voting Deadline to
Accept or Reject Plan; (VII) Approving Procedures for Vote
Tabulations; (VIII) Approving Rights Offering Procedures and
Related Materials; and (IX) Establishing Confirmation Hearing Date
and Notice and Objection Procedures in Respect Thereof (the Order),
which approved the Debtors disclosure statement filed on May 31,
2017 ( the Disclosure Statement) relating to the Second Amended
Joint Plan of Reorganization to Chapter 11 of the Bankruptcy Code,
dated as of May 31, 2017 (as modified, amended or supplemented from
time to time, the Plan) as containing adequate information to
section 1125(b) of the Bankruptcy Code for use in the solicitation
of acceptances or rejections of the Plan. On June 7, 2017, the
Debtors filed with the Bankruptcy Court the solicitation version of
the Plan, dated as of May 31, 2017, which is attached as Exhibit
2.1 to this Current Report on Form 8-K. This Current Report on Form
8-K, including the summary of the key features of the Plan, is not
intended to be, nor should it be construed as, a solicitation for a
vote on the Plan.
The description of the Disclosure Statement in this Current Report
on Form 8-K is only a summary, does not purport to be complete and
is qualified in its entirety by reference to the Disclosure
Statement approved by the Order.
on Form 8-K is only a summary, does not purport to be complete and
is qualified in its entirety by reference to the Disclosure
Statement approved by the Order.
Amendment to Restructuring Support Agreement
As previously disclosed in the Companys Current Report on Form 8-K
filed on February 2, 2017, prior to commencing the Chapter 11
Cases, the Debtors entered into a Restructuring Support Agreement,
dated as of February 1, 2017 (as modified, amended or supplemented
from time to time, the Restructuring Support Agreement), which sets
forth, subject to certain conditions, the commitment of the Debtors
and the Restructuring Support Parties (as defined below) to support
a comprehensive restructuring of the Debtors long-term debt
effectuated through the Plan. The Company initially entered into
the Restructuring Support Agreement with (i) certain holders (the
Consenting 2020 Noteholders) of the 7.875% Senior Notes due 2020
(the Senior Notes due 2020); (ii) certain holders (the Consenting
2019 Noteholders and, together with the Consenting 2020
Noteholders, the Consenting Senior Noteholders) of the 8 3/8%
Senior Notes due 2019 (the Senior Notes due 2019, and all claims
arising under or in connection with the Senior Notes due 2020 and
Senior Notes due 2019, the Senior Note Claims); and (iii) certain
holders (the Consenting Second Lien Noteholders) of the 7.0% Senior
Secured Second Lien Notes due 2023.
filed on February 2, 2017, prior to commencing the Chapter 11
Cases, the Debtors entered into a Restructuring Support Agreement,
dated as of February 1, 2017 (as modified, amended or supplemented
from time to time, the Restructuring Support Agreement), which sets
forth, subject to certain conditions, the commitment of the Debtors
and the Restructuring Support Parties (as defined below) to support
a comprehensive restructuring of the Debtors long-term debt
effectuated through the Plan. The Company initially entered into
the Restructuring Support Agreement with (i) certain holders (the
Consenting 2020 Noteholders) of the 7.875% Senior Notes due 2020
(the Senior Notes due 2020); (ii) certain holders (the Consenting
2019 Noteholders and, together with the Consenting 2020
Noteholders, the Consenting Senior Noteholders) of the 8 3/8%
Senior Notes due 2019 (the Senior Notes due 2019, and all claims
arising under or in connection with the Senior Notes due 2020 and
Senior Notes due 2019, the Senior Note Claims); and (iii) certain
holders (the Consenting Second Lien Noteholders) of the 7.0% Senior
Secured Second Lien Notes due 2023.
On June 6, 2017, certain lenders under the Companys Third Amended
and Restated Credit Agreement among Vanguard Natural Gas, LLC, as
borrower, each guarantor thereunder, Citibank, N.A., as
administrative agent, and the lenders from time to time party
thereto, dated as of September 30, 2011, became parties to the
amended Restructuring Support Agreement dated as of May 23, 2017
(such lenders, the Consenting RBL Lenders and, together with the
Consenting Senior Noteholders and Consenting Second Lien
Noteholders, the Restructuring Support Parties). The Restructuring
Support Agreement, as amended, is included as an exhibit to the
Disclosure Statement approved by the Order, and a summary of the
restructuring transactions agreed to by the Restructuring Support
Parties and to be effectuated through the Plan is included below.
and Restated Credit Agreement among Vanguard Natural Gas, LLC, as
borrower, each guarantor thereunder, Citibank, N.A., as
administrative agent, and the lenders from time to time party
thereto, dated as of September 30, 2011, became parties to the
amended Restructuring Support Agreement dated as of May 23, 2017
(such lenders, the Consenting RBL Lenders and, together with the
Consenting Senior Noteholders and Consenting Second Lien
Noteholders, the Restructuring Support Parties). The Restructuring
Support Agreement, as amended, is included as an exhibit to the
Disclosure Statement approved by the Order, and a summary of the
restructuring transactions agreed to by the Restructuring Support
Parties and to be effectuated through the Plan is included below.
The descriptions in this Current Report on Form 8-K of the
Restructuring Support Agreement and the proposed transactions
thereto constitute only a summary, do not purport to be complete
and are qualified in their entirety by reference to the
Restructuring Support Agreement, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
Restructuring Support Agreement and the proposed transactions
thereto constitute only a summary, do not purport to be complete
and are qualified in their entirety by reference to the
Restructuring Support Agreement, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
Amendment to Backstop Commitment Agreement
As previously disclosed in the Companys Current Report on Form 8-K
filed on March 2, 2017, on February 24, 2017, the Company entered
into the Backstop Commitment and Equity Investment Agreement (as
modified, amended or supplemented from time to time, the Backstop
Commitment Agreement) with the commitment parties thereto (the
Commitment Parties), to which the Commitment Parties, which are
also Consenting Senior Noteholders under the Restructuring Support
Agreement, have agreed to backstop a total of $255.75 million in
new-money investments in the Debtors to rights offerings to be
conducted in accordance with the Plan. The Company and Commitment
Parties entered into an amended and restated Backstop Commitment
Agreement dated as of May 23, 2017, to, among other things, (i)
provide for the backstopped Rights Offering previously contemplated
to be conducted to Section 1145 of the Bankruptcy Code to be
conducted as multiple exempt offerings: (A) the 1145 Rights
Offering and (B) the Accredited Investor Rights Offering and (ii)
include a backstop to the Exit Term Loan (each capitalized term not
defined in this paragraph has the meaning assigned to it in the
Backstop Commitment Agreement). The Backstop Commitment Agreement,
as amended and restated, is included as an exhibit to the
Disclosure Statement approved by the Order, and a summary of the
transactions agreed to by the Commitment Parties and to be
effectuated through the Plan is included below.
filed on March 2, 2017, on February 24, 2017, the Company entered
into the Backstop Commitment and Equity Investment Agreement (as
modified, amended or supplemented from time to time, the Backstop
Commitment Agreement) with the commitment parties thereto (the
Commitment Parties), to which the Commitment Parties, which are
also Consenting Senior Noteholders under the Restructuring Support
Agreement, have agreed to backstop a total of $255.75 million in
new-money investments in the Debtors to rights offerings to be
conducted in accordance with the Plan. The Company and Commitment
Parties entered into an amended and restated Backstop Commitment
Agreement dated as of May 23, 2017, to, among other things, (i)
provide for the backstopped Rights Offering previously contemplated
to be conducted to Section 1145 of the Bankruptcy Code to be
conducted as multiple exempt offerings: (A) the 1145 Rights
Offering and (B) the Accredited Investor Rights Offering and (ii)
include a backstop to the Exit Term Loan (each capitalized term not
defined in this paragraph has the meaning assigned to it in the
Backstop Commitment Agreement). The Backstop Commitment Agreement,
as amended and restated, is included as an exhibit to the
Disclosure Statement approved by the Order, and a summary of the
transactions agreed to by the Commitment Parties and to be
effectuated through the Plan is included below.
The descriptions in this Current Report on Form 8-K of the Backstop
Commitment Agreement and the proposed transactions thereto
constitute only a summary, do not purport to be complete and are
qualified in their entirety by reference to the Backstop Commitment
Agreement, which is attached as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
Commitment Agreement and the proposed transactions thereto
constitute only a summary, do not purport to be complete and are
qualified in their entirety by reference to the Backstop Commitment
Agreement, which is attached as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
Amendment to Equity Commitment Agreement
As previously disclosed in the Companys Current Report on Form 8-K
filed on March 2, 2017, on February 24, 2017, the Company entered
in to the Equity Commitment Agreement (as modified, amended or
supplemented from time to time, the Equity Commitment Agreement)
with certain of the Consenting Second Lien Noteholders (the Second
Lien Investors) to purchase $19.25 million in equity in the
reorganized Company at a 25% discount to the Companys total
enterprise value. On May 23, 2017, the Company and the Second Lien
Investors entered into an amended and restated Equity Commitment
Agreement to revise the Companys total enterprise value.
filed on March 2, 2017, on February 24, 2017, the Company entered
in to the Equity Commitment Agreement (as modified, amended or
supplemented from time to time, the Equity Commitment Agreement)
with certain of the Consenting Second Lien Noteholders (the Second
Lien Investors) to purchase $19.25 million in equity in the
reorganized Company at a 25% discount to the Companys total
enterprise value. On May 23, 2017, the Company and the Second Lien
Investors entered into an amended and restated Equity Commitment
Agreement to revise the Companys total enterprise value.
The descriptions in this Current Report on Form 8-K of the Equity
Commitment Agreement and the proposed transactions thereto
constitute only a summary, do not purport to be complete and are
qualified in their entirety by reference to the Equity Commitment
Agreement, which is attached as Exhibit 10.3 to this Current Report
on Form 8-K and is incorporated herein by reference.
Commitment Agreement and the proposed transactions thereto
constitute only a summary, do not purport to be complete and are
qualified in their entirety by reference to the Equity Commitment
Agreement, which is attached as Exhibit 10.3 to this Current Report
on Form 8-K and is incorporated herein by reference.
Summary of the Plan
The following is a summary of the material terms of the Plan. This
summary highlights only certain substantive provisions of the Plan
and is not intended to be a complete description of the Plan. The
Plan is subject to acceptance by the Debtors creditors (as and to
the extent required under the Bankruptcy Code) and confirmation by
the Bankruptcy Court. Information contained in the Plan and the
Disclosure Statement is subject to change, whether as a result of
amendments to the Plan, third-party actions, or otherwise.
Capitalized terms used but not defined in this Current Report on
8-K are defined in the Plan.
summary highlights only certain substantive provisions of the Plan
and is not intended to be a complete description of the Plan. The
Plan is subject to acceptance by the Debtors creditors (as and to
the extent required under the Bankruptcy Code) and confirmation by
the Bankruptcy Court. Information contained in the Plan and the
Disclosure Statement is subject to change, whether as a result of
amendments to the Plan, third-party actions, or otherwise.
Capitalized terms used but not defined in this Current Report on
8-K are defined in the Plan.
The Plan provides for the reorganization of the Debtors as a going
concern and will significantly reduce long-term debt and annual
interest payments of the reorganized Debtors. Among other things,
the Plan provides for:
concern and will significantly reduce long-term debt and annual
interest payments of the reorganized Debtors. Among other things,
the Plan provides for:
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The Rights Offering, consisting of (i) a $10.176081
million rights offering to be conducted in reliance upon the exemption from registration under the Securities Act provided in section 1145 of the Bankruptcy Code, to which Holders of Senior Notes Claims are entitled to purchase equity in Reorganized VNR Finance, (ii) a $117.698919 million rights offering to be conducted in reliance upon the exemption from registration under the Securities Act provided in section 4(a)(2) of the Securities Act, to which Accredited Investor Eligible Holders of Senior Notes Claims are entitled to purchase equity in Reorganized VNR Finance, and (iii) a $127.875 million equity investment, to which the Commitment Parties will purchase equity in Reorganized VNR Finance. The Rights Offering Shares equal 84.8% of the New Common Stock, subject to dilution by the GUC Rights Offering, the New Management Incentive Plan, the New Common Stock issuable upon exercise of the New Warrants, and the New Common Stock issued to Encana; |
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A fully committed $19.25 million equity investment from
the Second Lien Investors for shares of New Common Stock equal to 6.4% of the aggregate New Common Stock as of the Effective Date and subject to dilution as set forth in the Plan; |
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A full recovery for Holders of Allowed Lender Claims
consisting of (i) cash in the amount of the Credit Agreement Interest plus (ii) cash in the amount of its Pro Rata share of the Glasscock Sale Proceeds. In addition, each such Holder shall receive treatment under either Option 1 or Option 2 below. If the Holder elects (or is deemed to elect, upon its execution of the Exit Facility Credit Agreement) Option 1 on its Ballot, it shall also receive its Option 1 Pro Rata Share of (i) the Lender Paydown, (ii) the Exit Revolving Loans, and (iii) the Exit Term A Loans. If such Holder elects Option 2 on its Ballot, it shall also receive its Option 2 Pro Rata Share of the Exit Term B Loans; |
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The issuance of new notes to Holders of Allowed Second
Lien Notes Claims in an aggregate principal amount of approximately $78.075297 million, plus accrued and unpaid postpetition interest through the Effective Date; |
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The GUC Rights Offering is in an amount equal to 21.86%
of the total amount of all Allowed General Unsecured Claims and Allowed Encana Claims; provided that in no event shall the GUC Rights Offering Amount exceed (a) with respect to Holders of Allowed General Unsecured Claims, $7,651,000 (such amount to be reduced, pro rata, for the proportion of General Unsecured Claims for which an election to participate in the GUC Cash Pool was made) and (b) with respect to Encana, 21.86% of the amount of the Allowed Encana Claims (such amount to be reduced to reflect the same final rate, as a percentage of Allowed Claims, at which Holders of Allowed General Unsecured Claims electing to receive distributions from the GUC Equity Pool are able to subscribe for in the GUC Rights Offering in accordance with the GUC Rights Offering Procedures); |
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With respect to holders of VNR Preferred Units, on the
Effective Date, except to the extent that a Holder of VNR Preferred Units agrees to less favorable treatment of its VNR Preferred Units, and subject to the terms of the Restructuring Transactions, all VNR Preferred Units shall be cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise, and in full and final satisfaction, settlement, release, and discharge of and in exchange for each VNR Preferred Unit, each Holder of VNR Preferred Units shall receive: (a) if Class 6, Class 7, Class 8, Class 9, and Class 12 are each determined to have voted to accept the Plan in accordance with the Bankruptcy Code, such Holders Pro Rata share of (i) the VNR Preferred Unit Equity Distribution and (ii) VNR Preferred Unit New Warrants; or (b) if Class 6, Class 7, Class 8, Class 9, or Class 12 is determined to have voted to reject the Plan in accordance with the Bankruptcy Code, no distribution; provided that each Holder of VNR Preferred Units shall be given the opportunity to elect to waive its recovery, in which case the VNR Preferred Unit Equity Distribution and VNR Preferred Unit New Warrants that such Holder would have been entitled to receive shall be cancelled and of no further effect; and |
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With respect to holders of VNR Common Units, on the
Effective Date, except to the extent that a Holder of VNR Common Units agrees to less favorable treatment of its VNR Common Units, and subject to the terms of the Restructuring Transactions, all VNR Common Units shall be cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise, and in full and final satisfaction, settlement, release, and discharge of and in exchange for each VNR Common Unit, each Holder of VNR Common Units shall receive: (a) if Class 6, Class 7, Class 8, Class 9, Class 12, and Class 13 are each determined to have voted to accept the Plan in accordance with the Bankruptcy Code, such Holders Pro Rata share of the VNR Common Unit New Warrants; or (b) if Class 6, Class 7, Class 8, Class 9, Class 12, or Class 13 is determined to have voted to reject the Plan in accordance with the Bankruptcy Code, no distribution; provided that each Holder of VNR Common Units shall be given the opportunity to elect to waive its recovery, in which case the VNR Common Unit New Warrants that such Holder would have been entitled to receive shall be cancelled and of no further effect. |
Prior to the Effective Date, the Debtors will distribute waiver
election forms to the Holders of VNR Preferred Units and VNR Common
Units, to which the Holders may elect to waive and decline any
distribution on account of their VNR Preferred Units or VNR Common
Units, as applicable. These waiver election forms will set forth
instructions by which such Holders may make the election by either
(i) electronically delivering their VNR Preferred Unit or VNR
Common Unit positions through The Depository Trust Company’s
Automated Tender Offer Program (if the Holder holds its VNR
Preferred Units or VNR Common Units through a Nominee) or (ii)
marking such election on the form and returning the form to Prime
Clerk LLC (if the VNR Preferred Units or VNR Common Units, as
applicable, are held directly in the Holders name on the books and
records of the stock transfer agent and not through a nominee).
election forms to the Holders of VNR Preferred Units and VNR Common
Units, to which the Holders may elect to waive and decline any
distribution on account of their VNR Preferred Units or VNR Common
Units, as applicable. These waiver election forms will set forth
instructions by which such Holders may make the election by either
(i) electronically delivering their VNR Preferred Unit or VNR
Common Unit positions through The Depository Trust Company’s
Automated Tender Offer Program (if the Holder holds its VNR
Preferred Units or VNR Common Units through a Nominee) or (ii)
marking such election on the form and returning the form to Prime
Clerk LLC (if the VNR Preferred Units or VNR Common Units, as
applicable, are held directly in the Holders name on the books and
records of the stock transfer agent and not through a nominee).
The descriptions in this Current Report on Form 8-K of the Plan and
the proposed transactions to be effectuated through the Plan
constitute only a summary, do not purport to be complete and are
qualified in their entirety by reference to the Plan, which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
the proposed transactions to be effectuated through the Plan
constitute only a summary, do not purport to be complete and are
qualified in their entirety by reference to the Plan, which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
to the Order, the Debtors are authorized to include the Executive
Summary of Treatment of VNR Preferred Units and VNR Common Units
under Second Amended Join Plan of Reorganization of Vanguard
Natural resources, LLC, Et Al., to Chapter 11 of the Bankruptcy
Code>(the Executive Summary) in connection with solicitation of
such unit holders, which was filed with the Bankruptcy Court and
approved in the Order. The Executive Summary provides a summary of
the Plan and the Disclosure Statement and describes the proposed
treatment of equity holders under the Plan. The Executive Summary
is being furnished in this Current Report on Form 8-K.as Exhibit
99.1.
Summary of Treatment of VNR Preferred Units and VNR Common Units
under Second Amended Join Plan of Reorganization of Vanguard
Natural resources, LLC, Et Al., to Chapter 11 of the Bankruptcy
Code>(the Executive Summary) in connection with solicitation of
such unit holders, which was filed with the Bankruptcy Court and
approved in the Order. The Executive Summary provides a summary of
the Plan and the Disclosure Statement and describes the proposed
treatment of equity holders under the Plan. The Executive Summary
is being furnished in this Current Report on Form 8-K.as Exhibit
99.1.
The information in Item 7.01 of this Current Report on Form 8-K,
including the attached Exhibit 99.1, is being furnished to General
Instruction B.2 of Form 8-K and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, is not subject to the liabilities of that section and is
not deemed incorporated by reference in any of the Debtors filings
under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated therein by reference.
including the attached Exhibit 99.1, is being furnished to General
Instruction B.2 of Form 8-K and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, is not subject to the liabilities of that section and is
not deemed incorporated by reference in any of the Debtors filings
under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated therein by reference.
Forward-Looking Statements
Statements in this Current Report on Form 8-K that relate to future
results and events are not facts and constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
the Debtors current expectations, estimates and assumptions and, as
such, involve certain risks and uncertainties. The ability of the
Debtors to predict results or the actual effects of its plans and
strategies is subject to inherent uncertainty. Actual results and
events in future periods may differ materially from those expressed
or implied by these forward-looking statements because of a number
of risks, uncertainties and other factors. All statements other
than statements of historical fact, including statements containing
the words intends, believes, expects, will, and similar
expressions, are statements that could be deemed to be
forward-looking statements. In addition, the forward-looking
statements represent the Debtors views as of the date as of which
they were made. The Debtors anticipate that subsequent events and
developments may cause their views to change. However, although the
Debtors may elect to update these forward-looking statements at
some point in the future, it specifically disclaims any obligation
to do so. These forward-looking statements should not be relied
upon as representing the Debtors views as of any date subsequent to
the date hereof.
results and events are not facts and constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
the Debtors current expectations, estimates and assumptions and, as
such, involve certain risks and uncertainties. The ability of the
Debtors to predict results or the actual effects of its plans and
strategies is subject to inherent uncertainty. Actual results and
events in future periods may differ materially from those expressed
or implied by these forward-looking statements because of a number
of risks, uncertainties and other factors. All statements other
than statements of historical fact, including statements containing
the words intends, believes, expects, will, and similar
expressions, are statements that could be deemed to be
forward-looking statements. In addition, the forward-looking
statements represent the Debtors views as of the date as of which
they were made. The Debtors anticipate that subsequent events and
developments may cause their views to change. However, although the
Debtors may elect to update these forward-looking statements at
some point in the future, it specifically disclaims any obligation
to do so. These forward-looking statements should not be relied
upon as representing the Debtors views as of any date subsequent to
the date hereof.
Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, which was filed with the Securities and Exchange
Commission on March 15, 2017, under the headings Risk Factors and
Forward-Looking Statements. Additional risks include, but are not
limited to, those associated with the Debtors filing for relief
under Chapter 11 of the Bankruptcy Code.
those described in the forward-looking statements are set forth in
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, which was filed with the Securities and Exchange
Commission on March 15, 2017, under the headings Risk Factors and
Forward-Looking Statements. Additional risks include, but are not
limited to, those associated with the Debtors filing for relief
under Chapter 11 of the Bankruptcy Code.
Item 8.01
The Debtors caution that trading in the Debtors securities during
the pendency of the anticipated Chapter 11 Cases is highly
speculative and poses substantial risks. Trading prices for the
Debtors securities may bear little or no relationship to the actual
recovery, if any, by holders of the Debtors securities in the
Chapter 11 Cases.
the pendency of the anticipated Chapter 11 Cases is highly
speculative and poses substantial risks. Trading prices for the
Debtors securities may bear little or no relationship to the actual
recovery, if any, by holders of the Debtors securities in the
Chapter 11 Cases.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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2.1
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Second Amended Chapter 11 Joint Plan of Reorganization
of Vanguard Natural Resources, LLC, et al., dated May 31, 2017. |
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10.1
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Restructuring Support Agreement, dated as of February 1,
2017, reflecting amendments implemented by Amendment dated May 23, 2017, among the Company, the Restructuring Support Parties, and the Commitment Parties thereto. |
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10.2
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Amended and Restated Backstop Commitment Agreement, dated
May 23, 2017, reflecting amendments implemented by Amendment dated May 23, 2017, among the Company, the Restructuring Support Parties, and the Commitment Parties thereto |
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10.3
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Amended and Restated Equity Commitment Agreement, dated
as of May 23, 2017, among the Company and the Investors party thereto |
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99.1
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Executive Summary of Treatment of VNR Preferred Units and
VNR Common Units under Second Amended Chapter 11 Plan of Reorganization for the Debtors |
About Vanguard Natural Resources, LLC (NASDAQ:VNR)
Vanguard Natural Resources, LLC is focused on the acquisition and development of oil and natural gas properties in the United States. Through its operating subsidiaries, the Company owns properties, and oil and natural gas reserves primarily located in over 10 operating basins: the Green River Basin in Wyoming; the Permian Basin in West Texas and New Mexico; the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama; the Anadarko Basin in Oklahoma and North Texas; the Piceance Basin in Colorado; the Big Horn Basin in Wyoming and Montana; the Arkoma Basin in Arkansas and Oklahoma; the Williston Basin in North Dakota and Montana; the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Company owns working interests in approximately 14,460 gross (over 5,280 net) productive wells. In addition, the Company owns approximately 881,510 gross undeveloped leasehold acres surrounding its existing wells.
