Encore Energy Partners 8-K Encore Energy Partners LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2009

ENCORE ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)      001-33676     
(Commission
File Number)      20-8456807     
(IRS Employer
Identification No.)

777 Main Street, Suite 1400, Fort Worth, Texas
(Address of principal executive offices)      76102     
(Zip Code)

Registrant’s telephone number, including area code:(817) 877-9955

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On January 8, 2009, Encore Energy Partners LP (“ENP”) filed a Current Report on Form 8-K to report, among other things, the closing of its purchase of certain oil and natural gas properties and related assets in the Arkoma Basin and royalty interest properties primarily in Oklahoma as well as 10,300 unleased mineral acres (the “Arkoma Basin Assets”) from Encore Operating, L.P. (“Encore Operating”), a wholly owned subsidiary of Encore Acquisition Company (“EAC”).

     Because the Arkoma Basin Assets were acquired from an affiliate, applicable accounting standards required the acquisition to be accounted for as a transaction between entities under common control, similar to a pooling of interests. As a result, the assets and liabilities of the Arkoma Basin Assets were recorded at Encore Operating’s historical cost instead of fair value at the date of acquisition, and ENP’s historical financial information was recast to include the acquired properties for all periods that such properties were owned by Encore Operating. Accordingly, ENP has recast certain information included in its 2008 Annual Report on Form 10-K (the “2008 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 26, 2009 as follows:

• Item 6. Selected Financial Data;

• Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations;

• Item 8. Financial Statements and Supplementary Data; and

• Exhibit 99.1 — Encore Energy Partners GP LLC Consolidated Balance Sheets.

     The recast financial information is filed as exhibits to this Current Report on Form 8-K (the “Report”) and is incorporated herein by reference. Except with respect to the limited matters described above, the recast information included in this Report has not been updated to reflect events subsequent to the filing of the 2008 Annual Report. This Report should be read in conjunction with the portions of the 2008 Annual Report that have not been recast herein, as well as in conjunction with ENP’s other filings with the SEC after the 2008 Annual Report.

     In addition to the recast financial information of ENP, the recast consolidated audited balance sheets of Encore Energy Partners GP LLC (the “General Partner”), a limited liability company and general partner of ENP, as of December 31, 2008 and 2007 are filed as Exhibit 99.4 to this Report and are incorporated herein by reference.

     All references in this Report to “ENP,” “we,” “us,” “our,” and similar terms refer to Encore Energy Partners LP and its subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

     Certain information included or incorporated by reference in this Report and other materials filed with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are forward-looking statements. These forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “predict,” “potential,” “pursue,” “target,” “continue,” and other words and terms of similar meaning. In particular, forward-looking statements included relate to, among other things, the following:

• items of income and expense (including, without limitation, lease operations expense, production taxes, depletion, depreciation, and amortization expense, and general and administrative expense);

• expected capital expenditures and the focus of our capital program;

• areas of future growth;

• our development and exploitation programs;

• future secondary development and tertiary recovery potential;

• anticipated prices for oil and natural gas and expectations regarding differentials between wellhead prices and benchmark prices (including, without limitation, the effects of the worldwide economic recession);

• projected results of operations;

• timing and amount of future production of oil and natural gas;

• availability of pipeline capacity;

• expected commodity derivative positions and payments related thereto (including the ability of counterparties to fulfill obligations);

• expectations regarding working capital, cash flow, and liquidity;

• projected borrowings or repayments under our revolving credit facility (and the ability of lenders to fund their commitments); and

• the marketing of our oil and natural gas.

     You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Report. Our actual results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, the matters discussed in “Item 1A. Risk Factors” and elsewhere in our 2008 Annual Report and in our other filings with the SEC. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. We undertake no responsibility to update forward-looking statements for changes related to these or any other factors that may occur subsequent to this filing for any reason.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

23.1	Consent of Ernst & Young LLP.
99.1	Selected Financial Data.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
99.3	Financial Statements and Supplementary Data.
99.4	Encore Energy Partners GP LLC Consolidated Balance Sheets as of December 31, 2008 and 2007.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENCORE ENERGY PARTNERS LP
	By:	Encore Energy Partners GP LLC, its general partner
Date: May 7, 2009	By:	/s/ Andrea Hunter
		Andrea Hunter
		Vice President, Controller, and Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Ernst & Young LLP.
99.1	Selected Financial Data.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
99.3	Financial Statements and Supplementary Data.
99.4	Encore Energy Partners GP LLC Consolidated Balance Sheets as of December 31, 2008 and 2007.