Vanguard Natural Resources/Encore Energy Partners

On July 11, 2011, Vanguard Natural Resources, LLC (NYSE: VNR) and Encore Energy Partners LP (NYSE: ENP) have executed a definitive agreement that would result in a merger whereby Encore would become a wholly-owned subsidiary of Vanguard’s operating company, Vanguard Natural Gas, LLC, through a unit-for-unit exchange.

Under the terms of the definitive agreement, Encore’s public unitholders would receive 0.75 Vanguard common units in exchange for each Encore common unit they own at closing.

Closing is expected in Q411.

Jefferies & Company, Inc. issued a fairness opinion to the Encore Conflicts Committee. RBC Capital Markets issued a fairness opinion to the Vanguard Conflicts Committee. Legal advisors for this transaction are Vinson & Elkins LLP for Vanguard, Potter Anderson & Corroon LLP for the Vanguard Conflicts Committee, and Bracewell & Giuliani LLP and Richards, Layton & Finger, P.A. for the Encore Conflicts Committee.

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