QR to Acquire Acreage in Permian, Ark-La-Tex, Mid-Continent

QR Energy, LP ( QRE) announced Monday that it has signed a definitive agreement to acquire oil and natural gas properties from its sponsor, Quantum Resources Fund (QRF) for a purchase price of $577 million. The transaction consists of the issuance by QRE to QRF of $350 million of Convertible Preferred Units and cash of $227 million from borrowings under QRE's existing bank credit facility, subject to lender approval of an increase in the facility's borrowing base. The transaction is expected to close on or about October 1, 2011, subject to third party approvals and customary closing conditions.

Transaction Highlights

-- Properties located in existing core areas: Permian Basin, Ark-La-Tex and Mid-Continent

-- Net production of 8,000 Boed expected for the fourth quarter of 2011

-- Total proved reserves of 37.1 MMBoe are 65% proved developed and 41% liquids (oil and NGLs)

-- More than 1,500 producing oil and natural gas wells

-- Inventory of low risk development opportunities

-- Reserve life (R/P) of 12.7 years

-- 77% operated by value based on standardized measure

-- Expected to be immediately accretive to Distributable Cash Flow per unit

Chief Executive Officer Alan L. Smith commented, "This acquisition from our sponsor has assets that fit our investment criteria of mature, longer life properties and more than doubles QR Energy's production and reserves. The properties are located in our existing core areas and offer an inventory of low risk development projects that will supplement our production in the years to come. We are pleased to be able to finance the transaction with a combination of equity and bank debt, and we expect the transaction to deliver significant accretion to our unitholders."

Asset Profile

QR Energy estimates that the acquisition properties contain approximately 37.1 MMBoe of proved reserves as of October 1, 2011, based on internal estimates using spot oil and natural gas prices as of September 2, 2011 ($86.48/Bbl and $3.87/MMBtu). The proved reserves are 65% proved developed and contain 41% liquids. Operations include 1,574 gross and 960 net wells on approximately 109,305 net acres concentrated in Texas, Oklahoma and New Mexico. They provide numerous low risk development opportunities.

Transaction Financing

As part of the total consideration, QR Energy will issue to QRF $350 million of Convertible Preferred Units (16.7 million units) at a par value of $21.00 per unit. For the first three years, the Convertible Preferred Units will receive a quarterly cash distribution equal to a 4.0% annual coupon on the par value of $21.00. After three years, the quarterly cash distribution will be equal to the greater of (a) $0.475 per unit or (b) the cash distribution payable on each common unit for such quarter.

QRF may convert the Convertible Preferred Units to common units on a one-to-one basis during the first two years after the issuance date following 30 consecutive trading days during which the volume-weighted average price for common units equals or exceeds $27.30 per common unit. In addition, QRF may convert the Convertible Preferred Units to common units on a one-to-one basis anytime after two years from the issuance date.

If QRF has not converted the Convertible Preferred Units to common units by the third anniversary, QR Energy may force their conversion at $21.00 provided that conversion is in the 30 calendar days following 30 consecutive trading days during which the volume-weighted average price for common units equals or exceeds (1) $30.00, provided that (a) an effective shelf registration statement covering re-sales for the converted units is in place or (2) $27.30, provided that (a) from directly above is satisfied plus (b) the arrangement for one or more investment banks to underwrite the converted unit sale following conversion (with proceeds equal to not less than $27.30 less (i) a standard underwriting discount and (ii) a customary discount not to exceed 5% of $27.30). For both (1) and (2) above, the conversion will have a value of not less than $100 million in the aggregate (provided that if less than $100 million remains outstanding, such conversion will relate to all remaining Class C Convertible Preferred Units then outstanding).

QR Energy may force conversion after the fifth anniversary at $21.00 and (a) in the 30 calendar days following 30 consecutive trading days during which the volume-weighted average price for common units equals or exceeds $27.30 and (b) subject to having an effective shelf registration statement covering re-sales for the converted units in place. The conversion will have a value of not less than $100 million in the aggregate (provided that if less than $100 million remains outstanding, such conversion will relate to all remaining Class C Convertible Preferred Units then outstanding).

The debt financing for the transaction is estimated to be approximately $234 million including estimated transaction fees, which will be funded with borrowings under the Partnership's revolving credit facility. These borrowings are subject to lender approval of a $300 million increase in QR Energy's borrowing base related to the pending acquisition of additional oil and gas properties, resulting in a total borrowing base of $630 million effective upon closing.

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