Constellation Purchases Properties in Cherokee Basin

Cherokee Basin - Shiloh
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Constellation Energy Partners LLC will purchase AMVEST Osage, Inc, a subsidiary of AMVEST Corporation, a privately held company, for an aggregate purchase price of $240 million, subject to purchase price adjustments. AMVEST Osage owns producing and undeveloped oil and gas properties in the Cherokee Basin in Oklahoma. The transaction is subject to customary closing conditions and is expected to close by the end of July. Upon closing, AMVEST Osage will be merged into a CEP subsidiary.

Felix Dawson, chief executive officer of Constellation Energy Partners, said, "This transaction is another demonstration of our commitment to our acquisition growth strategy and is consistent with our target acquisition profile. These acquired properties combined with our previous acquisition in the Cherokee Basin expand our ownership and further establish us as one of the leading producers in the basin. The acquisition also provides potential opportunities for operational synergies and better positions us for further acquisition growth. Our Cherokee Basin properties are an excellent fit with both CEP and Constellation Energy's existing asset portfolios."

Operational highlights:

- 13 year exclusive concession agreement from the Osage Indian Nation for coalbed methane and shale rights on 560,000 net contiguous acres; potential for up to 100,000 additional acres

- Concession agreement flexibility provides for leasing as drilling occurs

- Estimated third party proved reserves of 93 Bcfe (non-SEC reserves as of March 31, 2007 and at NYMEX price of $8.48/MMbtu)

- Reserve life of approximately 16 years

- Current net production of approximately 16 MMcfe per day

- Approximately 370 producing wells generally with 100 percent working interest

- Over 1,000 additional low-risk, low-cost drilling and recompletion opportunities

Financial highlights (Year 1 and Year 2 are defined as 12 months and 24 months, respectively, following the closing of the AMVEST Osage acquisition):

- Expected to be immediately accretive to distributable cash flow per unit. Management will evaluate the impact of the acquisition on current distribution levels as it integrates the assets. All changes in distributions are subject to approval by the company's Board of Managers.

- Net Production Forecast

- Year 1 estimated - 6.5 - 7.0 Bcfe

- Year 2 estimated - 8.0 - 9.0 Bcfe

- Adjusted EBITDA projections

- Year 1 estimated - $28 to $32 million

- Year 2 estimated - $39 to $45 million

- Expected to drill approximately 65 net wells and 80 recompletions during Year 1

- Estimated Year 1 maintenance capital expenditures of $9 million; AMVEST

to fund $8.5 million of operational expenses during Year 1, of which $6.0 million are estimated maintenance capital expenditures.

- Cash flow stability expected to be achieved by significant hedging through 2010

Private Placement

Constellation Energy Partners has entered into a unit purchase agreement to sell in a private placement led by GPS Partners LLC and Lehman Brothers MLP Opportunity Fund L.P., 2,664,998 of common units and 3,371,219 newly-created Class F units at an average price of $34.79 per unit to third party investors, for aggregate cash proceeds of $210 million. No distribution will be paid for the second quarter of 2007 to the holders of the newly issued common and Class F units. The proceeds from this equity private placement, together with funds available under the company's existing revolving credit facility will fully fund the purchase price of the merger with AMVEST Osage, Inc. The Company anticipates that the private placement will close simultaneously with the merger. Citigroup Global Markets Inc. acted as private placement agent to Constellation Energy Partners.


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