Investigation Overview
April 28, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of LRR Energy LP (NYSE:LRE), was announced concerning whether the takeover of LRR Energy LP by Vanguard Natural Resources for a value of approximately $8.93 per share is unfair to NYSE:LRE stockholders.
The investigation by a law firm concerns whether certain officers and directors of LRR Energy LP breached their fiduciary duties owed to NYSE:LRE investors in connection with the proposed acquisition.
On April 20, 2015, Vanguard Natural Resources, LLC (NASDAQ:VNR) and LRR Energy LP (NYSE:LRE) announced that they have entered into a Purchase Agreement and Plan of Merger pursuant to which a subsidiary of Vanguard will merge into LRR Energy, L.P. and, at the same time, Vanguard will acquire LRE GP, LLC, the general partner of LRR Energy, L.P. (collectively, LRR Energy, or LRE) for total consideration of $251 million in Vanguard common units and the assumption of LREs net debt of $288 million. Under the terms of the transaction, LRR Energy LP unitholders will receive 0.55 of a Vanguard Natural Resources, LLC common unit for each unit of LRR Energy LP they own. The transaction values LRR Energy LP at approximately $8.93 per unit.
However, given that at least one analyst has set the high target for NYSE:LRE units at $16.00 per units, the investigation concerns whether the offer is unfair to NYSE:LRE stockholders. In addition, given that affiliates of Lime Rock Resources, LRR Energy LPs largest unitholder, owning over 30% of its outstanding equity, have already agreed to support and vote in favor of the transaction, the investigation concerns whether the LRR Energy Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
LRR Energy LP (NYSE:LRE) reported that its annual Total Revenue rose from $115.09 million in 2013 to $187.91 million in 2014 and that its Net Loss of $48.23 million in 2013 turned into a Net Income of $52.74 million in 2014. Units of LRR Energy LP (NYSE:LRE) traded in July 2014 as high as $20.11 per share.