
Company Website:
http://www.vnrllc.com
HOUSTON -- (Business Wire)
Vanguard Natural Resources, LLC (NYSE: VNR) (“Vanguard”) and Encore
Energy Partners LP (NYSE: ENP) (“Encore”) announced today that both
companies have established a record date and a meeting date for the
special meetings of unitholders to consider and vote upon the
previously-announced merger agreement. Under the terms of the merger
agreement, Encore’s public unitholders would receive 0.75 Vanguard
common units in exchange for each Encore common unit they own. The
transaction would result in approximately 18.4 million additional common
units being issued by Vanguard. The terms of the definitive agreement
were unanimously approved by the members of the Encore Conflicts
Committee, which is comprised solely of independent directors, who
negotiated the terms on behalf of Encore. In addition,
Jefferies & Company, Inc., has issued a fairness opinion to the Encore
Conflicts Committee stating that they believe the exchange ratio is
fair, from a financial point of view, to the unaffiliated unitholders of
Encore. The members of the Vanguard Conflicts Committee, which is also
comprised solely of independent directors, negotiated the terms on
behalf of Vanguard and also voted unanimously in favor of the merger. In
addition, RBC Capital Markets, LLC has issued a fairness opinion to the
Vanguard Conflicts Committee stating that they believe the exchange
ratio is fair, from a financial point of view, to Vanguard.
Encore unitholders of record at the close of business on October 14,
2011 are entitled to notice of and to vote at the special meeting. The
Encore special meeting will be held on Wednesday, November 30, 2011 at
10:00am Central Time, at the offices of Vinson & Elkins, 1001 Fannin
Street, Suite 2500, Houston, TX 77002.
Vanguard unitholders of record at the close of business on October 14,
2011 are entitled to notice of and to vote at the special meeting. The
Vanguard special meeting will be held on Wednesday, November 30, 2011 at
11:00am Central Time, at the offices of Vinson & Elkins, 1001 Fannin
Street, Suite 2500, Houston, TX 77002.
Vanguard and Encore unitholders are encouraged to read the definitive
proxy statement relating to the special meetings in its entirety. The
definitive proxy statement was filed with the Securities and Exchange
Commission on October 31, 2011 and was first mailed to unitholders on
the same date.
Vanguard and Encore unitholders who have questions about the merger or
who require assistance in submitting their proxy or voting their units
should contact the proxy solicitor, D.F. King & Co., Inc. at
1-800-628-8532.
About Vanguard Natural Resources, LLC
Vanguard Natural Resources, LLC is a publicly traded limited liability
company focused on the acquisition, production and development of oil
and natural gas properties. The Company's assets consist primarily of
producing and non-producing oil and natural gas reserves located in the
southern portion of the Appalachian Basin, the Permian Basin, South
Texas and Mississippi. In addition, Vanguard owns 100% of the general
partner of Encore Energy Partners LP (NYSE: ENP) and approximately 46%
of the outstanding common units of Encore. Encore has oil and natural
gas properties located in the Big Horn Basin in Wyoming and Montana, the
Williston Basin in North Dakota and Montana, the Permian Basin in West
Texas and New Mexico, and the Arkoma Basin in Arkansas and Oklahoma.
More information on Vanguard can be found at www.vnrllc.com.
About Encore Energy Partners LP
Encore Energy Partners LP is a publicly traded master limited
partnership focused on the acquisition, production, and development of
oil and natural gas properties. Encore’s assets consist primarily of
producing and non-producing oil and natural gas properties in the Big
Horn Basin in Wyoming and Montana, the Williston Basin in North Dakota
and Montana, the Permian Basin in West Texas and New Mexico, and the
Arkoma Basin in Arkansas and Oklahoma. By virtue of Vanguard’s
acquisition of Encore Energy Partners GP LLC and certain limited partner
interests in Encore Energy Partners LP from Denbury Resources Inc. on
December 31, 2010, Vanguard now owns approximately 46% of the common
units of Encore. More information on Encore can be found at www.encoreenp.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within the
meaning of the federal securities laws. All statements, other than
statements of historical facts, included in this press release that
address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future are
forward-looking statements. These statements include but are not limited
to statements about the acquisition announced in this press release, the
related financing plans, and statements with respect to future
distributions. These statements are based on certain assumptions made by
the Company based on management's experience and perception of
historical trends, current conditions, anticipated future developments
and other factors believed to be appropriate. Such statements are
subject to a number of assumptions, risks and uncertainties, many of
which are beyond the control of the Company, which may cause actual
results to differ materially from those implied or expressed by the
forward-looking statements. These include risks relating to financial
performance and results, availability of sufficient cash flow to pay
distributions and execute our business plan, prices and demand for oil,
natural gas and natural gas liquids, our ability to replace reserves and
efficiently develop our current reserves and other important factors
that could cause actual results to differ materially from those
projected as described in the Company's reports filed with the
Securities and Exchange Commission. Please see "Risk Factors" in the
Company's public filings.
Any forward-looking statement speaks only as of the date on which such
statement is made and the Company undertakes no obligation to publicly
correct or update any forward-looking statement, whether as a result of
new information, future events or otherwise.

Contacts:
Vanguard Natural Resources, LLC
Lisa Godfrey, 832-327-2234
Investor
Relations
investorrelations@vnrllc.com
Source: Vanguard Natural Resources, LLC and Encore Energy Partners LP
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