LRR Energy, L.P. Announces Public Offering of Common Units
HOUSTON -- March 18, 2013
LRR Energy, L.P. (NYSE: LRE) ("LRR Energy" or “LRE”) announced today that it
plans to conduct an underwritten public offering of 6,000,000 common units, of
which 3,000,000 common units are being offered by LRR Energy and 3,000,000
common units are being offered by LRR Energy’s sponsor, Lime Rock Resources,
pursuant to an effective shelf registration statement on Form S-3 previously
filed with the Securities and Exchange Commission. The underwriters will be
granted a 30-day option to purchase up to 700,000 additional common units from
LRR Energy and up to 200,000 additional common units from Lime Rock Resources.
LRE’s second lien term loan requires LRE to use 50% of the net cash proceeds
from any equity offering to repay borrowings outstanding under LRE’s term
loan. LRE is seeking, and expects to receive, a waiver of this requirement
from the lender under LRE’s term loan. In the event LRE receives the waiver
prior to the closing of the offering, LRE plans to use the net proceeds from
the offering and from any exercise of the underwriters' option to purchase
additional common units from LRE to repay borrowings outstanding under LRE’s
revolving credit facility. In the event LRE does not receive the waiver prior
to the closing of the offering, LRE will use 50% of the net proceeds from the
offering to repay borrowings outstanding under LRE’s term loan and the
remaining net proceeds to repay borrowings outstanding under LRE’s revolving
credit facility. LRE will not receive any proceeds from the sale of the common
units held by Lime Rock Resources. LRE intends to use borrowings (including
re-borrowings of the net offering proceeds) under its revolving credit
facility to fund the purchase price for LRE’s previously announced acquisition
of certain oil and natural gas properties in the Mid-Continent region in
Oklahoma from Lime Rock Resources.
Raymond James, Barclays and UBS Investment Bank are acting as joint
book-running managers of the offering. Baird, Oppenheimer & Co., Stifel,
Ladenburg Thalmann & Co. Inc., MLV & Co. and Wunderlich Securities are acting
as co-managers of the offering.
This press release shall not constitute an offer to sell or a solicitation of
an offer to buy the securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. The offering may
be made only by means of a prospectus and related prospectus supplement.
When available, a copy of the prospectus supplement and the prospectus
relating to this offering may be obtained from any of the underwriters,
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
Attn: Prospectus Department
Telephone: (800) 248-8863
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Toll Free: (888) 603-5847
UBS Investment Bank
Attn: Prospectus Department
299 Park Avenue
New York, New York 10171
Phone: (888) 827-7275
You may also obtain these documents for free when they are available by
visiting the Securities and Exchange Commission’s website at www.sec.gov.
About LRR Energy, L.P.
LRR Energy is a Delaware limited partnership formed in April 2011 by
affiliates of Lime Rock Resources to operate, acquire, exploit and develop
producing oil and natural gas properties in North America. LRR Energy's
properties are located in the Permian Basin region in West Texas and southeast
New Mexico, the Mid-Continent region in Oklahoma and East Texas and the Gulf
Coast region in Texas.
This press release includes "forward-looking statements" — that is, statements
related to future events. Forward-looking statements are based on the current
expectations of LRR Energy and include any statement that does not directly
relate to a current or historical fact. In this context, forward-looking
statements often address expected future business and financial performance,
and often contain words such as "may," "predict," "pursue," "expect,"
"estimate," "project," "plan," "believe," "intend," "achievable,"
"anticipate," "target," "continue," "potential," "should," "could" and other
similar words. Forward-looking statements in this press release relate to,
among other things, the completion of the offering and the use of proceeds
therefrom. Actual results and future events could differ materially from those
anticipated or implied in such statements. Forward-looking statements involve
certain risks and uncertainties, and ultimately may not prove to be accurate.
These risks and uncertainties include, among other things, a decline in oil,
natural gas or NGL prices, the risk and uncertainties involved in producing
oil and natural gas, competition in the oil and natural gas industry,
governmental regulations and other factors. Actual results could differ
materially from those anticipated or implied in the forward-looking statements
due to the factors described under the captions "Risk Factors" in LRR Energy's
Annual Report on Form 10-K for the year ended December 31, 2012 and LRR
Energy's subsequent filings with the SEC. All forward-looking statements speak
only as of the date of this press release. LRR Energy does not intend to
update or revise any forward-looking statements as a result of new
information, future events or otherwise. All forward-looking statements are
qualified in their entirety by this cautionary statement.
LRR Energy, L.P.
Todd Hassen, (713) 292-9534
Director of Finance
Jaime Casas, (713) 345-2126
Chief Financial Officer
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