Encore Energy Partners to Acquire Assets for $250 Million

Encore Energy Partners has signed a definitive agreement to acquire oil and natural gas producing properties in the Permian and Williston Basins from Encore Acquisition Company (EAC) in exchange for total consideration of $250 million, subject to customary closing conditions and adjustments.

The consideration for the acquisition will consist of $125 million in cash and approximately 6.88 million common units representing limited partner interests in ENP (based on the trailing 10-day closing price of $18.156 per common unit from December 26, 2007). In order to fund the cash portion of the purchase price, ENP will borrow under its existing $300 million revolving credit facility. As a result of the transaction, EAC and its affiliates will own approximately 21.98 million of ENP's outstanding units, or approximately 68 percent. The transaction will be immediately accretive to ENP's 2008 distributable cash flow per unit.

"We continue to analyze deals on the market, but this transaction is an example of our ability to grow ENP through the sale of properties from EAC to ENP," stated Jon S. Brumley, Chief Executive Officer and President. He went on to state, "This transaction is positive for both companies. The MLP is adding another first class set of properties to its portfolio that are long-life, shallow-declining, and have low maintenance capital requirements which are just as accretive three years from now as they are in 2008. EAC is excited about increasing its equity position in ENP and at the same time delevering with the cash proceeds."

The oil and natural gas properties being acquired from EAC have proven reserves of 10.8 million barrels of oil equivalent ("BOE"), 88 percent proved developed producing, and 65 percent oil.

There is also a current production of approximately 1,800 BOE per day, 83 percent operated, and 63 percent oil. Approximately 80 percent of current production is located in six fields in the Permian Basin Crockett, Nolley McFarland, Dune, North Cowden, Champmon, and Yates. The remaining production is located in three fields in the Williston Basin - Horse Creek, Charlson Madison Unit, and Elk.

Encore's internal engineers have estimated that the proved developed producing properties will generate approximately $34 million in cash flow (revenues less direct operating expenses) in 2008.

"We have locked in the high-margin cash flows from this transaction through our proven hedging strategy of protecting two-thirds of the downside risk while maintaining two-thirds of the upside exposure to rising commodity prices," commented Bob Reeves, Chief Financial Officer and Senior Vice President. He continued, "It's nice to be hedging into the strength of the oil markets which allowed us to set the floors and ceilings at higher oil prices than a few months ago for a lower cost."

In connection with the acquisition, the Partnership purchased oil puts at a strike price of $80.00 per barrel ("Bbl") for 440 Bbl per day at a total cost of approximately $2.2 million for 2008 through 2010. Additionally, the Partnership entered into costless collars for 440 Bbl per day with a floor of $80.00 per Bbl and an average ceiling price of $99.72 per Bbl over the same period.

With respect to natural gas (using an Inside FERC Houston Ship Channel price), the Partnership purchased puts at a strike price of $8.20 per thousand cubic feet ("Mcf") for 1,800 Mcf per day at a total cost of approximately $2.6 million for 2008 through 2010. The Partnership also entered into collars for 1,800 Mcf per day at a total cost of approximately $0.4 million with a floor of $7.20 per Mcf and an average ceiling price of $9.80 per Mcf over the same period.

The Board of Directors of the Partnership's general partner approved the transaction based on a recommendation from its Conflicts Committee, which consists entirely of independent directors.


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