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, et al. Prior to commencing the Chapter 11 Cases, the
Debtors entered into a Restructuring Support Agreement, dated as
of February 1, 2017, 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 (iii) certain holders of
the 7.0% Senior Secured Second Lien Notes due 2023.

The Debtors executed non-disclosure agreements (the
Non-Disclosure Agreements) with certain Consenting Senior
Noteholders to facilitate ongoing discussions regarding an
amended chapter 11 plan of reorganization for the Debtors (the
Plan), including discussions among the Debtors, such Consenting
Senior Noteholders and certain of the Debtors existing first lien
secured lenders (the RBL Lenders) concerning an indicative exit
credit facility to be included as part of the Plan (the
Indicative Exit Facility) and among the Debtors, such Consenting
Senior Noteholders and the official committee of unsecured
creditors appointed in the Chapter 11 Cases (the Creditors
Committee). On May 24, 2017, following several weeks of
discussions, the Consenting Senior Noteholders, representatives
of the RBL Lenders and the Debtors agreed to indicative terms
with respect to exit financing (the Indicative Exit Facility Term
Sheet). The Indicative Exit Facility Term Sheet is subject to
negotiation of final documentation and a vote of the RBL Lenders.
The Creditors Committee, the Debtors, and the Consenting Senior
Noteholders have also reached an agreement for the provision of
specified Plan treatment for holders of general unsecured claims
and for the Creditors Committee to support confirmation of the
Plan. Furthermore, all agreements related to the Plan, including
the Indicative Exit Facility, are subject to the approval of the
Bankruptcy Court. The Indicative Exit Facility Term Sheet is set
forth on Exhibit 99.1 to this Current Report on Form 8-K.

In connection with the discussions concerning the Plan, the
Debtors provided confidential information relating to the Debtors
(collectively, the Confidential Information) and other
information included in Exhibit 99.2, Exhibit 99.3 and Exhibit
99.4 to this Current Report on Form 8-K to certain Consenting
Senior Noteholders on March 7, 2017, April 7, 2017 and April 19,
2017, respectively. The disclosure herein is being made in
accordance with the terms of the Non-Disclosure Agreements. The
Confidential Information is included herein only because it was
provided to certain Consenting Senior Noteholders as well as
their advisors. The Confidential Information was not prepared
with a view toward public disclosure or compliance with the
published guidelines of the Securities and Exchange Commission
(SEC) or the guidelines established by the American Institute of
Certified Public Accountants regarding projections or forecasts.
Nothing included in the Confidential Information purports to
present the Debtors financial condition in accordance with
accounting principles generally accepted in the United States.
The Debtors independent accountants have not examined, compiled
or otherwise applied procedures to the Confidential Information
and, accordingly, do not express an opinion or any other form of
assurance with respect to the Confidential Information. The
Confidential Information was prepared for internal use, capital
budgeting and other management decisions and is subjective in
many respects. The Confidential Information reflects numerous
assumptions made by management of the Debtors with respect to
financial condition, business and industry performance, general
economic, market and financial conditions, and other matters, all
of which are difficult to predict, and many of which are beyond
the Debtors control. Accordingly, there can be no assurance that
the assumptions made in preparing the projections will prove
accurate. It is expected that there will be differences between
actual and projected results, and the differences may be
material, including due to the occurrence of unforeseen events
occurring subsequent to the preparation of the projections. The
inclusion of the Confidential Information therein should not be
regarded as an indication that the Debtors or their affiliates or
representatives consider the Confidential Information to be a
reliable prediction of future events, and the projections should
not be relied upon as such. Neither the Debtors nor any of their
affiliates or representatives have made or make any
representation to any person regarding the ultimate outcome of
the Debtors potential restructuring, refinancing or
recapitalization or ultimate performance of the Debtors or their
affiliates, and the Debtors do not take any obligation to
publicly update the Confidential Information to reflect
circumstances existing after the date when the Confidential
Information was presented or to reflect the occurrence of future
events, even in the event that any or all of the assumptions
underlying the Confidential Information are shown to be in error.

The information in this Item 7.01 of this Current Report on Form
8-K, including the attached Exhibits 99.1, 99.2, 99.3 and 99.4,
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. 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.

Item 8.01 Other Events.

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.

Item 9.01 Financial Statements and Exhibits.