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, including: Raymond James & Associates, Inc.880 Carillon ParkwaySt. Petersburg, Florida 33716Attn: Prospectus DepartmentTelephone: (800) 248-8863Email: firstname.lastname@example.org Barclaysc/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, New York 11717Email: Barclaysprospectus@broadridge.comToll Free: (888) 603-5847 UBS Investment BankAttn: Prospectus Department299 Park AvenueNew York, New York 10171Phone: (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. Forward-Looking Statements 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.