UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(MARK ONE)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO .
Commission File No. 001-35809
| NEW SOURCE ENERGY PARTNERS L.P. | |
| (Exact name of registrant as specified in its charter) | |
| Delaware | 38-3888132 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
914 North Broadway, Suite 230 Oklahoma City, Oklahoma | 73102 |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (405) 272-3028 | |
Securities Registered Pursuant to Section 12(b) of the Act:
| Common Units Representing Limited Partner Interests | New York Stock Exchange |
| (Title of each class) | (Name of each exchange on which registered) |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Annual Report on Form 10-K or any amendment to this Annual Report on Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 30, 2012, the last business day of the registrant's most recently completed second fiscal quarter, the registrant's equity was not listed on any domestic exchange or over-the-counter market. The registrant's common units began trading on the New York Stock Exchange on February 8, 2013.
As of March 29, 2013, the registrant had 6,773,500 common units, 2,205,000 subordinated units and 155,102 general partner units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
EXPLANATORY NOTE
On April 1, 2013, New Source Energy Partners L.P. (the “Partnership”) filed its Annual Report on Form 10-K for the year ended December 31, 2012 (the “Original Form 10-K”). The Partnership hereby amends the Original Form 10-K to furnish Interactive Data file exhibits in accordance with Rule 405 of Regulation S-T, which are marked as Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE and formatted in XBRL (eXtensible Business Reporting Language). In addition, this Amendment No. 1 amends and restates “Item 10 —Directors, Executive Officers and Corporate Governance” to the Original Form 10-K in its entirety. In connection with the filing of this Amendment No. 1 and pursuant to the rules of the United States Securities and Exchange Commission, the Partnership is including with this Amendment No. 1 certain currently-dated certifications.
Except as described above, no other changes have been made to the Original Form 10-K. This Amendment No. 1 to the Original Form 10-K does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K, and does not modify or update in any way disclosures made in the Original Form 10-K. Pursuant to Rule 12b-15 under the Exchange Act, we have restated in its entirety each item of the Original Form 10-K affected by this Amendment.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Management of New Source Energy Partners L.P.
New Source Energy GP, LLC, our general partner, manages our operations and activities on our behalf. Our general partner is owned 5.6% by New Source Energy, 25% by an entity controlled by Mr. Chernicky, the Chairman of our general partner, and 69.4% by an entity controlled by Mr. Kos, the President and Chief Executive Officer of our general partner. All of our executive management personnel are employees of New Source Energy, and devote their time as needed to conduct our business and affairs.
Our general partner has a board of directors that oversees its management, operations and activities. Our general partner is not elected by our unitholders and will not be subject to re-election on a regular basis in the future. Unitholders will not be entitled to elect the directors of our general partner or directly or indirectly participate in our management or operation.
Our general partner owes a fiduciary duty to our unitholders. However, our partnership agreement contains provisions that reduce the fiduciary duties that our general partner owes to our unitholders. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Whenever possible, our general partner intends to cause us to incur indebtedness or other obligations that are nonrecourse to it. Except for limited circumstances under our partnership agreement, and subject to its fiduciary duty to act in good faith, our general partner will have exclusive management power over our business and affairs.
Board Leadership Structure and Role in Risk Oversight
Leadership of our general partner’s board of directors is vested in a Chairman of the Board. Although our Chief Executive Officer currently does not serve as Chairman of the board of directors of our general partner, we currently have no policy prohibiting our current or any future chief executive officer from serving as Chairman of the Board. The board of directors, in recognizing the importance of the board of directors having the ability to operate independently, determined that separating the roles of Chairman of the Board and Chief Executive Officer is advantageous for us and our unitholders. Our general partner’s board of directors has also determined that having the Chief Executive Officer serve as a director enhances understanding and communication between management and the board of directors, allows for better comprehension and evaluation of our operations, and ultimately improves the ability of the board of directors to perform its oversight role.
The management of enterprise-level risk may be defined as the process of identification, management and monitoring of events that present opportunities and risks with respect to the creation of value for our unitholders. The board of directors of our general partner has delegated to management the primary responsibility for enterprise-level risk management, while retaining responsibility for oversight of our executive officers in that regard. Our executive officers will offer an enterprise-level risk assessment to the board of directors at least once every year.
Directors and Executive Officers
The following table sets forth certain information regarding the current directors and executive officers of our general partner.
| Name | Age | Position | ||
| David J. Chernicky | 59 | Chairman of the Board and Senior Geologist | ||
| Kristian B. Kos | 35 | Director, President and Chief Executive Officer | ||
| Richard D. Finley | 62 | Chief Financial Officer and Treasurer | ||
| Carol T. Bryant | 55 | Senior Engineer | ||
| Terry L. Toole | 68 | Director | ||
| V. Bruce Thompson | 65 | Director | ||
| Phil Albert | 53 | Director |
Our general partner’s directors hold office until the earlier of their death, resignation, removal or disqualification or until their successors have been elected and qualified. Officers serve at the discretion of the board of directors. In selecting and appointing directors to the board of directors, the owners of our general partner do not intend to apply a formal diversity policy or set of guidelines. However, when appointing new directors, the owners of our general partner will consider each individual director’s qualifications, skills, business experience and capacity to serve as a director, as described below for each director, and the diversity of these attributes for the board of directors as a whole.
David J. Chernicky—Chairman and Senior Geologist—David J. Chernicky was appointed Chairman of the Board and Senior Geologist of our general partner in October 2012. Mr. Chernicky has also served as the chairman of the board and senior geologist of New Source Energy since August 2011 and has more than 31 years of experience in the oil and gas industry. On July 1, 1998, Mr. Chernicky co-founded New Dominion, an oil and gas exploration and production company based in Tulsa, Oklahoma. Mr. Chernicky beneficially owns New Dominion and Scintilla. From April 2002 until his resignation on August 1, 2011, Mr. Chernicky served as the president and manager of Scintilla and New Dominion, overseeing those companies’ operations as a whole. Mr. Chernicky currently serves on the boards of various governmental bodies, including the Grand River Dam Authority (“GRDA”) and the Oklahoma Ordinance Works Authority. Prior to founding New Dominion, Mr. Chernicky was employed in 1979 as a geologist for Marathon Oil in Casper, Wyoming and later, from 1979 until 1983 as a geologist and geophysicist for Amoco Production in Denver, Colorado. Thereafter, Mr. Chernicky worked as an independent consulting geologist until founding New Dominion, LLC. Mr. Chernicky graduated from the University of Oklahoma in 1978 with a Bachelor of Science degree in exploration geophysics. We believe Mr. Chernicky’s extensive experience in the oil and gas industry, his leadership positions at other oil and gas companies, his reservoir engineering skills and his knowledge regarding our business and operations brings important experience and leadership to the board of directors.
Kristian B. Kos—President and Chief Executive Officer—Kristian B. Kos was appointed President and Chief Executive Officer of our general partner in October 2012. Mr. Kos has also served as the president and chief executive officer and director of New Source Energy since July 2011 and has been involved in oil and gas and energy industries since 2005. From May 2010 through July 2011, Mr. Kos provided consulting services to New Dominion. In August 2006, Mr. Kos founded Deylau, LLC, a company focused on identifying, managing and financing oil and gas production companies, and served as its manager from August 2006 to July 2011. From February 2006 to February 2007, Mr. Kos served as a Vice President at Diamondback Energy Services, where he was actively involved in identifying and executing growth strategies for that company, including acquisitions. From September 2005 to February 2006, Mr. Kos worked in a business-development role for Gulfport Energy. Prior to working in the oil and gas and energy sectors, Mr. Kos worked in the financial sector for hedge fund manager Wexford Capital LP. Mr. Kos currently serves as a director and, through Deylau, is the majority stockholder of Encompass Energy Services, Inc. Mr. Kos earned Bachelor of Arts and Master of Arts degrees in Economics and Philosophy from Trinity College, Dublin, Ireland in 1999. He also earned a Master of Philosophy degree in Economics from the University of Aix-Marseille, France in 2000. We believe Mr. Kos’s experience in the financial and oil and gas industries, his leadership positions at other oil and gas companies, and his knowledge regarding our business and operations provides important experience and leadership to the board of directors.
Richard D. Finley—Chief Financial Officer and Treasurer—Richard D. Finley, C.P.A. was appointed Chief Financial Officer and Treasurer of our general partner in October 2012. Mr. Finley has also served as the chief financial officer and treasurer of New Source Energy since August 2011 and is a partner at Finley & Cook, PLLC, an Oklahoma certified public accounting firm. Mr. Finley transitioned out of his role as a partner at Finley & Cook, where he worked since 1973, overseeing tax and accounting services within various industries and business environments. Mr. Finley has extensive experience with oil and gas exploration and production clients in general matters of accounting and taxation. Mr. Finley earned a Bachelor degree in accounting from Central State University, Edmond, Oklahoma, in 1973. He has been a Certified Public Accountant since 1975 and is a member of both the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. He is also a Certified Valuation Analyst and a member of the National Association of Certified Valuation Analysts.
Carol T. Bryant—Senior Engineer—Carol T. Bryant was appointed Senior Engineer of our general partner in October 2012. Ms. Bryant has also served as the senior engineer for New Source Energy Corporation since August 2011. Prior to joining New Source Energy, Ms. Bryant was a consulting petroleum engineer for Pinnacle Energy Services from June 2008 to April 2011 where she prepared third party reserve and engineering reports for clients with assets in the Mid-Continent region. From April 2007 to May 2008, Ms. Bryant was the senior reservoir engineer for Windsor Energy Resources, LLC and Gulfport Energy/Grizzly Oil Sands, LLC, responsible for corporate reserve evaluation and database development, facilitating bank engineering reviews and investor reserve reporting. From May 2000 to April 2007, Ms. Bryant held various reservoir engineering positions with Chaparral Energy, LLC in Oklahoma City. She was the corporate reserve manager responsible for quarterly, year-end and special reporting requirements and facilitated third party and bank engineering reviews. She initiated organizational changes to meet the needs of a rapidly growing reserve base and in preparation to meet IPO reporting requirements and Sarbanes-Oxley compliance. As a senior reservoir engineer at Chaparral, Ms. Bryant developed geologic and reservoir simulation models to evaluate CO2 reserve potential for several Morrow CO2 floods in the Oklahoma and Texas panhandles. Prior to that, Ms. Bryant held positions as a production and reservoir engineer with various firms including Amoco Production Company in Denver, Colorado. Ms. Bryant graduated from the University of Tulsa in 1980 with a Bachelor of Science degree in Petroleum Engineering.
Terry L. Toole—Director—Terry L. Toole, C.P.A. was appointed to serve as a member of the board of directors of our general partner in October 2012. Mr. Toole served as a director of New Source Energy from January 2012 until January 2013. Mr. Toole serves on the conflicts committee of the board of directors of our general partner. Mr. Toole retired as a partner of Finley & Cook, PLLC, on November 1, 2010, where he had been employed since 1976. He has significant accounting experience with companies in the oil and natural gas industry, including several publicly traded exploration and production companies and drilling funds. At the time of Mr. Toole’s retirement from Finley & Cook, he chaired the firm’s audit and oil and gas accounting departments. Mr. Toole received a Bachelor of Science degree in Business Administration (concentration in Economics) from Fort Hays State University in Hays, Kansas in 1966 and a Master’s degree in Business Administration (concentration in Accounting) in 1968 from West Texas A&M University in Canyon, Texas. He has been a Certified Public Accountant since 1970 and is a member of both the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. We believe Mr. Toole’s expertise as a Certified Public Accountant and his extensive knowledge relating to auditing and accounting matters pertinent to the oil and natural gas industry provide important experience to the board of directors.
V. Bruce Thompson—Director—Mr. V. Bruce Thompson was appointed to serve as a member of the board of directors of our general partner in October 2012. Mr. Thompson served as general counsel of New Source Energy from August 2011 to August 2012 and has served as secretary of New Source Energy since August 2011. Mr. Thompson also serves as President of The American Exploration & Production Council (AXPC), a Washington, D.C.-based trade association whose membership is composed of 31 of America’s leading independent oil and natural gas exploration and production companies, a position he has held since October 2008. From March 2007 to April 2008, Mr. Thompson served as senior vice president and general counsel of SandRidge Energy, Inc. (NYSE: SD). Additionally, from August 2003 to March 2007, Mr. Thompson served as senior counsel with Brownstein Hyatt Farber Schreck in the firm’s Washington, D.C. and Denver offices. Previously, Mr. Thompson served as senior vice president and general counsel of Forest Oil Corporation (NYSE: FST). Mr. Thompson also served as chief of staff for then Congressman, now U.S. Senator, James Inhofe. Mr. Thompson graduated from the University of Pennsylvania’s Wharton School of Business with a Bachelor of Science degree in Economics with an emphasis on corporate finance in 1969 and received his Juris Doctorate from the University of Tulsa’s College of Law in 1974. We believe Mr. Thompson’s previous experience as the general counsel of a public company provides him with a high level of technical expertise in reviewing transactions and agreements and addressing the myriad legal issues to be presented to the board of directors.
Phil Albert—Director—Mr. Albert was appointed to serve as a member of the board of directors of our general partner in October 2012. Mr. Albert joined New Dominion in 2005 as Executive Vice President. In this position, Mr. Albert oversees operations for New Dominion, including fiscal and budgetary policies, personnel management, and has complete responsibility for strategic initiatives and investments. Before joining New Dominion in 2005, he worked at JEM Engineering in Tulsa for 21 years, serving in many leadership positions, including Controller, Treasurer, and Chief Financial Officer and finally President and Chief Operating Officer. Previously, he was an accountant and auditor for the consulting firm of Peat Marwick Mitchell, now known as KPMG. In addition to his responsibilities at New Dominion, he serves as President of Pelco Structural, LLC., a manufacturer of infrastructure products in Claremore, Oklahoma. He is a graduate of Oklahoma Baptist University in 1981 with a magna cum laude degree in accounting. Mr. Albert currently serves as member on Claremore Chamber of Commerce Board. Mr. Albert is the brother-in-law of Mr. Chernicky. Mr. Albert’s knowledge relating to auditing and accounting matters pertinent to the oil and natural gas industry provides important experience to the board of directors.
Committees of the Board of Directors
Audit Committee
Rules implemented by the NYSE and SEC require our general partner to have an audit committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act, subject to certain transitional relief during the one-year period following the completion of our IPO. Prior to the completion of our IPO, Mr. Toole was appointed the chairman and sole member of our audit committee. The board of directors has determined that Mr. Toole is financially literate, is the audit committee financial expert and is “independent” under the standards of the NYSE and SEC regulations currently in effect. The audit committee assists the board of directors in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and corporate policies and controls. The audit committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the audit committee. We make our Audit Committee Charter available, free of charge, within the “Corporate Governance” section of our website at http://www.newsource.com/Investors/Corporate-Governance/default.aspx.
Conflicts Committee
Terry L. Toole currently serves as the sole member of our conflicts committee. The conflicts committee will determine if the resolution of any conflict of interest referred to it by our general partner is in the best interests of our partnership. Any matters approved by the conflicts committee in good faith will be deemed to be approved by all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our general partner’s board of directors and officers, and persons who beneficially own more than 10% of a class of our equity securities registered pursuant to Section 12 of the Exchange Act to file certain reports with the SEC and NYSE concerning beneficial ownership of such securities. Based solely on a review of the copies of reports on Form 3, 4 and 5 and amendments thereto furnished to us and written representations from the executive officers and directors of New Source Energy GP, LLC, we believe that during the year ended December 31, 2012 the officers and directors of New Source Energy GP, LLC and beneficial owners of more than 10% of our equity securities registered pursuant to Section 12 were in compliance with the applicable requirements of Section 16(a).
Corporate Governance
The board of directors of our general partner has adopted a Financial Code of Ethics that applies to the chief executive officer, chief financial officer, controller, treasurer and all other persons performing similar functions on behalf of our general partner and us. Amendments to or waivers from the Financial Code of Ethics will be disclosed in accordance with the rules and regulations of the SEC and the listing requirements of the NYSE. The Board has also adopted Corporate Governance Guidelines that outline important policies and practices regarding our governance and a Code of Business Conduct and Ethics that applies to the directors, officers and employees of our general partner and its affiliates and us.
We make available free of charge, within the “Corporate Governance” section of our website at http://www.newsource.com/Investors/Corporate-Governance/default.aspx, the Financial Code of Ethics, the Corporate Governance Guidelines and the Code of Business Conduct and Ethics. The information contained on, or connected to, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.
Communications with Directors
The board of directors of our general partner welcomes communications from our unitholders and other interested parties. Unitholders and any other interested parties may send communications to the Board, any committee of the Board, the chairman of the Board or any other director in particular to:
New Source Energy Partners L.P.
914 North Broadway, Suite 230
Oklahoma City, Oklahoma 73102
Unitholders and any other interested parties should mark the envelope containing each communication as “Communication with Directors” and clearly identify the intended recipient(s) of the communication. Our Corporate Secretary will review each communication received from unitholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the board of directors of our general partner relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the board. To the extent the subject matter of a communication relates to matters that have been delegated by the board to a committee or to an executive officer of our general partner, then the general partner’s Corporate Secretary may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the board of directors of our general partner or an executive officer does not imply or create any fiduciary duty of the board members or executive officer to the person submitting the communications.
Meetings of Non-Management Directors
The non-management directors of our general partner generally hold regularly scheduled meetings in executive session immediately following each regularly scheduled Board meeting. At least once a year, these executive sessions include only directors who qualify as independent under the listing requirements of the New York Stock Exchange. A lead director is designated by the board of directors of our general partner to preside at these meetings. The lead director is responsible for preparing an agenda for the meetings of the non-management or independent directors in executive session. Our current lead director is Terry L. Toole.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit Number | Description |
| 3.1 | — | Certificate of Limited Partnership of New Source Energy Partners L.P. (Incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 11, 2013). | ||
| 3.2 | — | Agreement of Limited Partnership of New Source Energy Partners L.P. (Incorporated by reference to Exhibit 3.2 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 11, 2013). | ||
| 3.3 | — | First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P. (Incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 3.4 | — | Certificate of Formation of New Source Energy GP, LLC (Incorporated by reference to Exhibit 3.4 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 11, 2013). | ||
| 3.5 | — | Limited Liability Company Agreement of New Source Energy GP, LLC (Incorporated by reference to Exhibit 3.5 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 11, 2013). | ||
| 3.6 | — | Amended and Restated Limited Liability Company Agreement of New Source Energy GP, LLC (Incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 3.7 | — | Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of New Source Energy GP, LLC (Incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on March 20, 2013). | ||
| 10.1 | — | Credit Agreement, dated as of February 13, 2013, among New Source Energy Partners L.P., as borrower, Bank of Montreal, as administrative agent for the lenders party thereto, and the other lender parties thereto (Incorporated by reference to Exhibit 10.2 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 10.2 | — | First Amendment to Credit Agreement, dated as of February 28, 2013, by and among the Partnership, as borrower, Bank of Montreal, as administrative agent, Associated Bank, N.A., as syndication agent, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on March 6, 2013). | ||
| 10.3 | — | Contribution, Conveyance and Assumption Agreement, dated as of February 13, 2013, by and among New Source Energy Corporation, New Source Energy GP, LLC and New Source Energy Partners L.P. (Incorporated by reference to Exhibit 10.7 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 10.4 | — | Development Agreement, dated as of February 13, 2013, by and among New Source Energy Partners L.P., New Source Energy GP, LLC, New Source Energy Corporation and New Dominion, LLC (Incorporated by reference to Exhibit 10.4 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). |
Exhibit Number | Description |
| 10.5† | — | New Source Energy Partners L.P. Long-Term Incentive Plan, dated January 30, 2013 (Incorporated by reference to Exhibit 4.3 of the Partnership’s Registration Statement on Form S-8 (File No. 333-186673) filed on February 13, 2013). | ||
| 10.6† | — | Form of Restricted Unit Agreement (Subordinated Period Vesting) (Incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 12, 2013). | ||
| 10.7† | — | Form of Restricted Unit Agreement (Time-based Vesting) (Incorporated by reference to Exhibit 10.2 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 12, 2013). | ||
| 10.8 | — | Omnibus Agreement, dated February 13, 2013, by and among New Source Energy Corporation, New Source Energy GP, LLC and New Source Energy Partners L.P. (Incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 10.9 | — | Golden Lane Participation Agreement, dated as of January 10, 2007, among New Dominion, LLC, as operator, Scintilla, LLC and certain other working interest holders in the Golden Lane field party thereto (Incorporated by reference to Exhibit 10.6 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 25, 2013). | ||
| 10.10 | — | First Amendment to Golden Lane Participation Agreement, dated as of October 20, 2007, among New Dominion, as operator, and certain other working interest holders in the Golden Lane field party thereto (Incorporated by reference to Exhibit 10.7 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 25, 2013). | ||
| 10.11 | — | Assignment and Assumption Agreement, dated as of August 12, 2011, between New Source Energy Corporation, as assignee, and Scintilla, LLC, as assignor (Incorporated by reference to Exhibit 10.8 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 25, 2013). | ||
| 10.12 | — | Assignment and Assumption Agreement, dated as of February 13, 2013, between New Source Energy Partners L.P., as assignee, and New Source Energy Corporation, as assignor (Incorporated by reference to Exhibit 10.3 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 10.13 | — | Form of Director Indemnification Agreement (Incorporated by reference to Exhibit 10.5 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 10.14 | — | Subordinated Promissory Note, dated February 13, 2013, by and among New Source Energy Partners L.P., as borrower and New Source Energy Corporation, as lender (Incorporated by reference to Exhibit 10.6 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on February 13, 2013). | ||
| 21.1 | — | List of Subsidiaries of New Source Energy Partners L.P. (Not applicable). | ||
| 23.1* | — | Consent of BDO USA LLP | ||
| 23.2* | — | Consent of Ralph E. Davis Associates, Inc. | ||
Exhibit Number | Description |
| 31.1** | — | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | ||
| 31.2** | — | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. | ||
| 32.1* | — | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 99.1* | — | Report of Ralph E. Davis Associates, Inc. | ||
| 101.INS*** | — | XBRL Instance Document. | ||
| 101.SCH*** | — | XBRL Schema Document. | ||
| 101.CAL*** | — | XBRL Calculation Linkbase Document. | ||
| 101.DEF*** | — | XBRL Definition Linkbase Document. | ||
| 101.LAB*** | — | XBRL Labels Linkbase Document. | ||
| 101.PRE*** | — | XBRL Presentation Linkbase Document. | ||
| * | Filed or furnished as an exhibit to the Registrant’s Annual Report on Form 10-K filed on April 1, 2013. |
| ** | Filed herewith. |
| *** | Furnished herewith. |
| † | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on April 29, 2013.
| New Source Energy Partners L.P. | ||
| By: | New Source Energy GP, LLC, its general partner | |
| By: | /s/ Kristian B. Kos | |
| Name: | Kristian B. Kos | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
Signature | Title | Date | ||
/s/ David J. Chernicky | Chairman of the Board | April 29, 2013 | ||
| David J. Chernicky | and Senior Geologist | |||
/s/ Kristian B. Kos | Director, President | April 29, 2013 | ||
| Kristian B. Kos | and Chief Executive Officer | |||
| (Principal Executive Officer) | ||||
/s/ Richard D. Finley | Chief Financial Officer and Treasurer | April 29, 2013 | ||
| Richard D. Finley | (Principal Financial Officer and | |||
| Principal Accounting Officer) | ||||
/s/ Terry L. Toole | Director | April 29, 2013 | ||
| Terry L. Toole | ||||
/s/ V. Bruce Thompson | Director | April 29, 2013 | ||
| V. Bruce Thompson | ||||
/s/ Phil Albert | Director | April 29, 2013 | ||
| Phil Albert | ||||