- Current report filing (8-K)
April 20 2012 - 5:04PM
Edgar (US Regulatory)
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: April 20, 2012
Date of earliest event reported: April 17, 2012
Constellation
Energy Partners LLC
(Exact name of registrant as specified in its charter)
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Delaware
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001-33147
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11-3742489
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1801 Main Street, Suite 1300
Houston, TX
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (832) 308-3700
Not applicable
(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure.
On April 20, 2012, Constellation Energy Partners LLC (the Company) issued a press release announcing that its lenders
have set the Companys borrowing base under its reserve-based credit facility at $90.0 million.
A copy of the press
release is furnished and attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered filed under the
Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 8.01 Other Events.
Borrowing Base Redetermination
On April 20, 2012, the Company
announced that its lenders have completed a semi-annual review of the Companys borrowing base pursuant to the terms of its reserve-based credit facility. Based on this review, the borrowing base has been set by the lenders at $90.0 million.
Borrowings outstanding under the Companys reserve-based credit facility currently total $88.4 million, leaving the
Company with $1.6 million in borrowing capacity. The Company maintained $5.7 million in cash and equivalents as of April 19, 2012.
Derivative and Financial Instruments
The Company enters into
hedging arrangements to reduce the impact of changes in the LIBOR interest rate on interest payments on outstanding debt. On April 13, 2012, the Company liquidated an outstanding interest rate swap at a cost of approximately $0.3 million. The
Company currently has the following outstanding interest rate swaps that fix its LIBOR rate on $87.0 million of its outstanding debt:
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Maturity Date
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Total Debt Hedged
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LIBOR Fixed Rate
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(in 000s)
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August 20, 2014
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$
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11,000
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2.370
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%
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September 20, 2014
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$
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31,000
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2.520
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%
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October 19, 2014
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$
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23,500
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2.680
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%
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October 22, 2014
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$
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7,500
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2.610
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%
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November 20, 2014
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$
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14,000
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2.535
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%
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The Company enters into hedging arrangements to reduce the impact of oil and natural gas price volatility
on its operations. The Company has recently added additional natural gas and oil hedges for its 2012 through 2015 production. The following tables summarize, for the periods indicated, all of the Companys hedges currently in place through
December 31, 2015.
MTM Fixed Price SwapsNYMEX (Henry Hub)
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For the quarter ended (in MMBtu)
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March 31,
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June 30,
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Sept 30,
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Dec 31,
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Total
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Volume
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Average
Price
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Volume
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Average
Price
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Volume
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Average
Price
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Volume
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Average
Price
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Volume
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Average
Price
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2012
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2,453,060
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$
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5.48
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2,821,945
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$
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5.15
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2,740,584
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$
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5.22
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8,015,589
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$
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5.27
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2013
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2,571,577
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$
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5.27
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2,254,332
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$
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5.57
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2,193,682
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$
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5.62
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2,134,704
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$
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5.65
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9,154,295
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$
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5.52
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2014
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2,082,454
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$
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5.31
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2,031,497
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$
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5.36
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1,978,427
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$
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5.41
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1,929,652
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$
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5.45
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8,022,030
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$
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5.38
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25,191,914
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MTM Fixed Price Basis Swaps CenterPoint Energy Gas Transmission (East), ONEOK Gas Transportation (Oklahoma), or
Southern Star Central Gas Pipeline (Texas, Oklahoma, and Kansas)
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For the quarter ended (in MMBtu)
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March 31,
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June 30,
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Sept 30,
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Dec 31,
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Total
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Volume
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Weighted
Average
$
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Volume
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Weighted
Average
$
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Volume
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Weighted
Average
$
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Volume
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Weighted
Average
$
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Volume
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Weighted
Average
$
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2012
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1,851,025
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$
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0.52
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1,680,023
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$
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0.54
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1,462,286
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$
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0.58
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4,993,334
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$
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0.54
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2013
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1,402,816
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$
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0.39
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1,335,077
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$
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0.39
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1,273,525
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$
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0.39
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1,223,985
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$
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0.39
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5,235,403
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$
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0.39
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2014
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1,178,422
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$
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0.39
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1,133,022
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$
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0.39
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1,084,270
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$
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0.39
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1,047,963
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$
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0.39
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4,443,677
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$
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0.39
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14,672,414
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MTM Fixed Price Basis SwapsWest Texas Intermediate (WTI)
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For the quarter ended (in Bbls)
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March 31,
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June 30,
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Sept 30,
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Dec 31,
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Total
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Volume
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Average
Price
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Volume
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Average
Price
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Volume
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Average
Price
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Volume
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Average
Price
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Volume
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Average
Price
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2012
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21,391
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$
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103.06
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20,151
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$
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103.08
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25,605
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$
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103.88
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67,147
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$
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103.38
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2013
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23,937
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$
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102.15
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22,461
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$
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102.13
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21,127
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$
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102.14
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19,902
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$
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102.14
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87,427
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$
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102.14
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2014
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18,748
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$
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100.16
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17,685
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$
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100.20
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16,680
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$
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100.25
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15,751
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$
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100.30
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68,864
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$
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100.23
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2015
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14,942
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$
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99.73
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14,175
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$
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99.76
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13,469
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$
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99.79
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12,845
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$
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99.81
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55,431
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$
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99.77
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278,869
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release dated April 20, 2012.
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SIGNATURES
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.
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CONSTELLATION ENERGY PARTNERS LLC
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Date: April 20, 2012
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By:
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/
S
/ C
HARLES
C. W
ARD
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Charles C. Ward
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release dated April 20, 2012.
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