Obligation Harvest Oil & Gas 8% ( US26926XAB91 ) en USD

Harvest Oil & Gas

100 % ▲

Etas-Unis

US26926XAB91 ( en USD )

8% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/04/2019 - Obligation échue

Prospectus brochure de l'obligation Harvest Oil & Gas US26926XAB91 en USD 8%, échue

2 000 USD

500 000 000 USD

26926XAB9

D ( En défaut )

L'Obligation émise par Harvest Oil & Gas ( Etas-Unis ) , en USD, avec le code ISIN US26926XAB91, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2019

L'Obligation émise par Harvest Oil & Gas ( Etas-Unis ) , en USD, avec le code ISIN US26926XAB91, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Harvest Oil & Gas ( Etas-Unis ) , en USD, avec le code ISIN US26926XAB91, a été notée D ( En défaut ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus
http://www.sec.gov/Archives/edgar/data/1361937/000119312511265319...
424B3 1 d234730d424b3.htm DEFINITIVE PROSPECTUS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-176977

PROSPECTUS
Offer to exchange our 8.0% Senior Notes due 2019, which have been registered under the
Securities Act of 1933,
for any and all of our outstanding 8.0% Senior Notes due 2019
The exchange offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on November 7, 2011, unless extended.

We are offering to exchange up to $300,000,000 in aggregate principal amount of our new 8.0% Senior Notes due 2019, which have
been registered under the Securities Act of 1933, referred to in this prospectus as the "new notes," for any and all of our outstanding
unregistered 8.0% Senior Notes due 2019 referred to in this prospectus as the "old notes." We issued the old notes on March 22,
2011 in a transaction not requiring registration under the Securities Act of 1933. We are offering you new notes, with terms
substantially identical to those of the old notes, in exchange for old notes in order to satisfy our registration obligations from that
previous transaction. The new notes and the old notes are collectively referred to in this prospectus as the "notes."

See "Risk Factors" starting on page 14 of this prospectus for a discussion of risks associated with
investing in the new notes and with the exchange of old notes for the new notes offered hereby.
We will exchange new notes for all old notes that are validly tendered and not withdrawn before expiration of the exchange offer. You
may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. The exchange procedure is more fully
described in "The Exchange Offer--Procedures for Tendering." If you fail to tender your old notes, you will continue to hold
unregistered notes that you will not be able to transfer freely.
The terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and
registration rights applicable to the old notes do not apply to the new notes. See "Description of New Notes" for more details on the
terms of the new notes. We will not receive any proceeds from the exchange offer.
There is no established trading market for the new notes or the old notes. The exchange of old notes for new notes in the exchange
offer will not be a taxable transaction for United States federal income tax purposes. See "Certain U.S. Federal Income Tax
Considerations." All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act.
See "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense. We are not asking you for a proxy and you are requested not to send us a proxy.
The date of this prospectus is October 6, 2011
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Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes. The letter of transmittal delivered with this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding old
notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business one year after
such expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."
We have not authorized any dealer, salesman or other person to give any information or to make any representation other
than those contained or incorporated by reference in this prospectus. You must not rely upon any information or
representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it
relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
1

INCORPORATION BY REFERENCE
1

WHERE YOU CAN FIND MORE INFORMATION
2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
3

PROSPECTUS SUMMARY
5

RISK FACTORS
14
RATIO OF EARNINGS TO FIXED CHARGES
20
THE EXCHANGE OFFER
21
USE OF PROCEEDS
29
DESCRIPTION OF OTHER INDEBTEDNESS
30
DESCRIPTION OF NEW NOTES
31
DESCRIPTION OF OLD NOTES
85
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
86
PLAN OF DISTRIBUTION
87
LEGAL MATTERS
87
EXPERTS
87

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC. We
may add, update or change in a prospectus supplement any information contained in this prospectus. You should read this prospectus
and any accompanying prospectus supplement, as well as any post-effective amendments to the registration statement of which this
prospectus is a part, together with the additional information described under "Where You Can Find More Information" and
"Incorporation by Reference" before you make any investment decision.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. We are offering to exchange old notes for new notes only in jurisdictions
where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or any actual exchange of old notes for new notes.
INCORPORATION BY REFERENCE
We "incorporate by reference" information into this prospectus. This means that we disclose important information to you by
referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part
of this prospectus. We incorporate by reference the documents listed below, other than any portions of the respective filings that were
furnished (pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules) rather than filed:

· our annual report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on March 1, 2011;

· our quarterly reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011, as filed with the SEC on

May 9, 2011, as amended on June 21, 2011, and August 9, 2011; and

· our current reports on Forms 8-K and 8-K/A, as filed with the SEC on January 21, 2011, March 3, 2011, March 9,

2011, March 10, 2011, March 22, 2011, April 29, 2011, May 12, 2011 and August 15, 2011.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and until our offering hereunder is completed will be deemed to be incorporated by reference into this prospectus and will be a part
of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will
not constitute a part of this prospectus, except as modified or superseded.
We will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of these filings, other
than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral
request and at no cost. Requests should be made by writing or telephoning us at the following address:
EV Energy Partners, L.P.
1001 Fannin Street, Suite 800
Houston, Texas 77002
(713) 651-1144
Attn: Investor Relations
Internet Web site: www.evenergypartners.com

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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the new notes offered
hereby. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the
registration statement, as amended, or the exhibits and schedules filed therewith. For further information with respect to us and the
new notes offered hereby, please see the registration statement, as amended, and the exhibits and schedules filed with the registration
statement. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an
exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to
the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement, as
amended, and the exhibits and schedules filed with the registration statement may be inspected without charge at the public reference
room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration
statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-
SEC-0330 for further information about the public reference room. The SEC also maintains an internet web site that contains reports,
proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the
web site is www.sec.gov.
We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act of
1934. You may read and copy any materials we file with the SEC at the SEC's public reference room referred to above. General
information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as
well as any amendments and exhibits to those reports, are available free of charge through our web site at
www.evenergypartners.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our
web site is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus that are not historical facts contain forward-
looking statements (each a "forward-looking statement") within the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, or the "Exchange Act." These forward-looking statements relate to, among other
things, the following:

· our future financial and operating performance and results;

· our business strategy;

· our estimated net proved reserves and standardized measure;

· market prices;

· our future derivative activities; and

· our plans and forecasts.
We have based these forward-looking statements on our current assumptions, expectations and projections about future events.
The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "project," "forecasts," "predict," "outlook,"
"aim," "will," "could," "should," "would," "may," "likely" and similar expressions, and the negative thereof, are intended to identify
forward-looking statements. These statements discuss future expectations, contain projections of results of operations or of financial
condition or state other "forward-looking" information. We do not undertake any obligation to update or revise publicly any forward-
looking statements, except as required by law. These statements also involve risks and uncertainties that could cause our actual results
or financial condition to materially differ from our expectations in this prospectus and the documents incorporated by reference in this
prospectus including, but not limited to:

· fluctuations in prices of oil and natural gas;

· significant disruptions in the financial markets;

· future capital requirements and availability of financing;

· uncertainty inherent in estimating our reserves;

· risks associated with drilling and operating wells;

· discovery, acquisition, development and replacement of oil and natural gas reserves;

· cash flow and liquidity;

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

· availability of drilling and production equipment;

· marketing of oil and natural gas;

· developments in oil and natural gas producing countries;

· competition;

· general economic conditions;

· governmental regulations;

· receipt of amounts owed to us by purchasers of our production and counterparties to our derivative financial instrument

contracts;

· hedging decisions, including whether or not to enter into derivative financial instruments;

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· events similar to those of September 11, 2001;

· actions of third party co-owners of interest in properties in which we also own an interest;

· fluctuations in interest rates and the value of the U.S. dollar in international currency markets; and

· our ability to effectively integrate companies and properties that we acquire.
All of our forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially
from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and
the timing of any of those risk factors identified in the section entitled "Risk Factors."
Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially
on prevailing prices for oil and natural gas. Declines in oil or natural gas prices may materially adversely affect our financial
condition, liquidity, operating results and ability to obtain financing. Lower oil or natural gas prices also may reduce the amount of oil
or natural gas that we can produce economically. A decline in oil and/or natural gas prices could have a material adverse effect on
the estimated value and estimated quantities of our oil and natural gas reserves, our ability to fund our operations and our financial
condition, cash flows, results of operations and access to capital. Historically, oil and natural gas prices and markets have been
volatile, with prices fluctuating widely, and they are likely to continue to be volatile.
We undertake no obligation to publicly update the forward-looking statements in this prospectus to reflect future events
or circumstances. All such statements are expressly qualified by this cautionary statement.

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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information
that you should consider before making an investment decision. You should carefully read this entire prospectus and the
documents incorporated by reference in this prospectus for a more complete understanding of our business and terms of the
notes, as well as the tax and other considerations that may be important to you, before making an investment decision. You
should pay special attention to the "Risk Factors" section beginning on page 14 of this prospectus and the risk factors
described under the heading "Risk Factors" included in Item 1A of Part I of our Annual Report on Form 10-K for the year
ended December 31, 2010, which are incorporated by reference in this prospectus. The estimates of our net proved oil and
natural gas reserves at December 31, 2010 included in this prospectus are derived from the reports of Cawley, Gillespie &
Associates, Inc., our independent petroleum engineering firm.
Unless the context requires otherwise, references to "EV Energy," "the Partnership," "we," "us," "our" and similar
terms refer to EV Energy Partners, L.P. and its operating limited partnership and other subsidiaries, including EV Energy
Finance Corp. With respect to the cover page and in the sections entitled "The Exchange Offer," "Description of New Notes,"
and "Plan of Distribution," "EV Energy," "the partnership," "we," "our" and "us" refer only to EV Energy Partners, L.P.
and EV Energy Finance Corp. and not to our operating limited partnership or other subsidiaries. References to "EnerVest"
refer to EnerVest, Ltd. and its partnerships and other entities under common ownership.
In this prospectus, we refer to the notes to be issued in the exchange offer as the "new notes" and the notes issued on
March 22, 2011 as the "old notes." We refer to the new notes and the old notes collectively as the "notes."
EV Energy Partners, L.P.
We are an independent oil and natural gas partnership focused on the acquisition, production and development of oil and
natural gas properties in the United States. Our primary business objective is to provide stability and growth in our cash
distributions per unit over time. Our assets consist primarily of interests in producing and non-producing oil and natural gas
properties located primarily in the following areas of operation:

· the Barnett Shale;

· the Appalachian Basin;

· the Mid-Continent area;

· the San Juan Basin;

· the Monroe Field;

· the Permian Basin;

· Central and East Texas; and

· Michigan.
Our properties are characterized by long-lived reserves with predictable decline rates, and have a proved reserve life of
approximately 20 years. Our fields generally have long production histories, with some fields having produced hydrocarbons for
over 90 years.
At December 31, 2010, our estimated net proved oil and gas reserves were 817.3 billion cubic feet of natural gas equivalent
(Bcfe), consisting of 575.2 billion cubic feet (Bcf) of natural gas, 27.5 million barrels (MMBbls) of natural gas liquids and
12.9 MMBbls of oil. Approximately 71% of our proved reserves were classified as proved developed as of December 31, 2010,
and the total standardized measure of discounted future net cash flows was $1,020.2 million.

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Principal Executive Offices
Our principal executive offices are located at 1001 Fannin, Suite 800, Houston, Texas 77002. Our telephone number is
713-651-1144. Our web site address is www.evenergypartners.com. The information on our web site is not part of this
prospectus.
Our Organizational Structure
As a limited partnership, we are managed by our general partner, EV Energy GP, L.P., which in turn is managed by its
general partner, EV Management, LLC. EV Management is ultimately responsible for the business and operations of our general
partner and conducts our business and operations, and the board of directors and officers of EV Management make decisions on
our behalf. EV Management is owned by EnerVest. The limited partners of EV Energy GP, L.P. are EnerVest, EV Investors, L.P., a
limited partnership formed by EnerVest and members of our senior management, and institutional partnerships managed by EnCap
Investments, L.P.

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The chart below depicts our organizational structure and ownership as of September 8, 2011:
* Investment funds formed by EnCap Investments, L.P. ("EnCap").
**
2,000 common units are owned by EnCap.

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