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):    April 18, 2008 (April 14, 2008)
 
EV Energy Partners, L.P.
(Exact name of registrant as specified in charter)

Delaware
(State of Incorporation)
001-33024
(Commission File No.)
20-4745690
(I.R.S. Employer Identification No.)

1001 Fannin, Suite 800, Houston, Texas
(Address of Principal Executive Offices)
77002
(Zip Code)

Registrant’s telephone number, including area code: (713) 651-1144
 

 
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2008, the General Partner of EV Energy Partners, L.P. (the “Partnership”) executed the First Amendment to First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amendment”), to be effective as of January 1, 2007. The Amendment is intended to simplify the preparation by the Partnership of annual federal income tax information reports to its unitholders on Schedule K-1 and makes certain technical modifications to the agreement’s income and loss allocation provisions (including allocations relating to incentive distribution rights) in the event of an issuance of additional common units or other book-up event. The Amendment is not expected to materially change the amount of net taxable income or loss allocated to the Partnership’s unitholders or the economic rights of the Partnership’s unitholders as compared to the allocations or economic rights of the General Partner. A copy of the Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
 
Item 7.01 Regulation FD.

A copy of the press release dated April 14, 2008 announcing an acquisition of oil properties by a wholly-owned subsidiary of EV Energy Partners, L.P. is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. In addition, effective April 17, 2008, the borrowing base under the Partnership’s existing amended and restated credit agreement was increased to $325 million. A copy of this credit agreement is attached as Exhibit 10.13 to the Partnership's Annual Report on Form 10-K filed on March 14, 2008.
 
Item 9.01 Financial Statements and Exhibits. (Information furnished in this Item 9.01 is furnished pursuant to Items 5.03 and 7.01.)

(d)
Exhibits.
     
 
3.1
First Amendment dated April 15, 2008 to First Amended and Restated Partnership Agreement of EV Energy Partners, L.P., effective as of January 1, 2007
     
 
99.1
News Release of EV Energy Partners, L.P. dated April 14, 2008
 

 
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.
 
 
 
 
Dated: April 18, 2008
EV Energy Partners, L.P.
 
 
 
 
 
 
 
By:  
/s/ MICHAEL E. MERCER  
 

Michael E. Mercer
 
Senior Vice President and Chief Financial Officer of EV Management LLC, general partner of EV Energy GP, L.P., general partner of EV Energy Partners, L.P    
 

 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
3.1
 
First Amendment dated April 15, 2008 to First Amended and Restated Partnership Agreement of EV Energy Partners, L.P., effective as of January 1, 2007
     
99.1
 
News Release of EV Energy Partners, L.P. dated April 14, 2008
 

 
FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
EV ENERGY PARTNERS, L.P.

 
This First Amendment (this “ First Amendment ”) to the First Amended and Restated Agreement of Limited Partnership of EV Energy Partners, L.P., a Delaware limited partnership, dated September 28, 2006 (the “ Partnership Agreement ”) is hereby adopted effective as of January 1, 2007, by EV Energy GP, L.P., a Delaware limited partnership (the “ General Partner ”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
 
WHEREAS , acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not require the approval of any Limited Partner.
 
NOW THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:
 
Section 1.       Amendment .
 
(a)       Section 1.1 is hereby amended to add or amend and restate the following definitions:
 
(i)       Disposed of Adjusted Property ” has the meaning assigned to such term in Section 6.1(d)(xii)(B) .
 
(ii)       Net Termination Gain ” means, for any taxable year, the sum, if positive, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Gain shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d) .
 
(iii)       Net Termination Loss ” means, for any taxable year, the sum, if negative, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Loss shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d) .
 
(b)       Section 5.5(d) is hereby amended and restated in its entirety as follows:
 
(i)       In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services or the conversion of Incentive Distribution Rights or the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b) , as the case may be, to Class B Units or Common Units pursuant to Section 5.11(a) or Section 11.3(b) , the Capital Accounts of all Partners and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated to the Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt; provided, however, that the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time. The General Partner shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties.
 
 
 

 
 
(ii)       In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Capital Accounts of all Partners and the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated to the Partners, at such time, pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4 , be determined and allocated by the Liquidator using such method of valuation as it may adopt
 
(c)       Section 6.1(d)(xii) is hereby amended and restated in its entirety as follows:
 
Corrective and Other Allocations . In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:
 
(A)       Except as provided in Section 6.1(d)(xii)(B) , in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) ) with respect to any Partnership property, the General Partner shall allocate such Additional Book Basis Derivative Items (1) to (aa) the holders of Incentive Distribution Rights and (bb) the General Partner in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) and (2) to all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss attributable to such property is allocated to any Unitholders pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) .
 
(B)       In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) ) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“ Disposed of Adjusted Property ”), the General Partner shall allocate (1) additional items of income and gain (aa) away from the holders of Incentive Distribution Rights and the General Partner and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights and the General Partner, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. For this purpose, the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement (e.g., Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwise available for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations.
 
(C)       In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) .
 
(D)       In making the allocations required under this Section 6.1(d)(xii) , the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii) .
 
Section 2.       Ratification of Partnership Agreement . Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.
 
Section 3.       Governing Law . This First Amendment will be governed by and construed in accordance with the laws of the State of Delaware.
 
 
2

 
 
IN WITNESS WHEREOF , the General Partner has executed this First Amendment as April 15, 2008.
 
     
  GENERAL PARTNER :
   
  EV ENERGY GP, L.P.
 
 
 
 
 
 
  By:   EV Management, L.L.C.,
  its General Partner
     
 
 
 
 
 
 
  By:   /s/ Michael E. Mercer
 
Michael E. Mercer
  Senior Vice President and Chief Financial Officer
 
 
3

 
 
EV Energy Partners To Acquire Oil Properties in Atascosa County, Texas
 
HOUSTON, Apr 14, 2008 (BUSINESS WIRE) -- EV Energy Partners, L.P. (Nasdaq:EVEP) today announced that it has signed an agreement to acquire oil properties in South Central Texas for $18 million. The acquisition, which has been approved by the Board of Directors, is expected to close by the end of May 2008, and is subject to customary closing conditions and purchase price adjustments.
 
EVEP plans to initially finance the acquisition with borrowings under its existing credit facility.
 
John B. Walker, Chairman and CEO stated, "We are very pleased with this acquisition of producing assets that combine low decline rate oil production with good upside potential. This is the type of property we love to buy."
 
The properties include:
 
-- 42 producing wells located located in the Charlotte Field, Atascosa County, Texas
 
-- Estimated proved reserves as of March 1, 2008 (based on recent strip prices) of approximately 1.34 MMBOE
 
-- 100% oil
 
-- Operate 100% of the property value
 
-- High net revenue interest averaging 82.5%; 95.0% average working interest
 
-- Reserves-to-production ratio of 27 years
 
-- Current net daily production of approximately 140 BOE
 
-- Proved developed producing decline rate of approximately 4% per year
 
From the date of closing through 2008, EVEP expects the following for the properties to be acquired:

Net daily production (BOE)
125 - 145
Lease operating expenses, per BOE
$24 - $28
Production taxes (as percent of revenues)
4.6%
Price differential vs NYMEX ($/Boe)
($1.50) - ($2.00)
Incremental general and administrative expense
 
($thous)
$125 - $150
 
Through 2010, EVEP expects to spend approximately $4.5 million in capital, with production increasing at approximately 10% per year over the next two years.
 
In addition, EVEP has added additional NYMEX crude oil hedges through 2012 as follows:

   
Volume
 
Swap Price
 
   
Bbl / day
 
$ per Bbl
 
May - Dec 2008:
   
150
 
$
106.85
 
2009:
   
150
 
$
102.10
 
2010:
   
150
 
$
99.90
 
2011:
   
150
 
$
98.55
 
2012:
   
150
 
$
98.25
 
 
 
 

 
 
EV Energy Partners, L.P., based in Houston, Texas, is a master limited partnership engaged in acquiring, producing and developing oil and gas properties. More information about EVEP is available on the internet at www.evenergypartners.com .
 
(code #: EVEP/G)
 
This press release may include "forward-looking statements" as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the partnership, which may cause our actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, availability of sufficient cash flow to pay distributions and execute our business plan, prices and demand for natural gas and oil, our ability to replace reserves and efficiently develop our current reserves and other important factors that could cause actual results to differ materially from those projected as described in the Company's reports filed with the Securities and Exchange Commission.
 
The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions at oil and gas prices in effect at the time of the estimate, without future escalation. We include in this press release an estimate of net proved reserves using strip prices, rather than prices at the time of the estimate, that the SEC's guidelines strictly prohibit us from including in filings with the SEC. Investors are urged to consider closely the disclosure in our Form 10-K, available from us at www.evenergypartners.com or from the SEC at www.sec.gov .
 
 
SOURCE: EV Energy Partners, L.P.
 
EV Energy Partners, L.P., Houston
Michael E. Mercer, 713-651-1144
http://www.evenergypartners.com
 
Copyright Business Wire 2008