8-K

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: March 1, 2013

Date of earliest event reported: February 28, 2013

Constellation Energy Partners LLC

(Exact name of registrant as specified in its charter)

Delaware	001-33147	11-3742489
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Main Street, Suite 1300 Houston, TX	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01. Completion of Acquisition or Disposition of Assets

On February 1, 2013, Constellation Energy Partners LLC (the “Company”) entered into a Membership Interest Purchase and Sale Agreement (the “Agreement”) with Castleton Commodities Upstream LLC (“Buyer”). Pursuant to the Agreement, the Company agreed to sell to Buyer all of its equity interests in Robinson’s Bend Production II, LLC and Robinson’s Bend Operating II, LLC, which entities owned all of the Company’s operating assets in the Robinson’s Bend field. The sale contemplated by the Agreement closed on February 28, 2013. The purchase price was $63,000,000 plus adjustments for income and expenses relating to operating the Robinson’s Bend assets since December 1, 2012, assumed obligations relating to the entities’ assets (including plugging and abandonment expenses, certain environmental costs, royalty obligations, lease obligations and liabilities under certain leases and contracts), certain post-closing environmental costs anticipated to be incurred by Buyer, and any title defects and benefits.

Item 8.01 Other Events.

In connection with the transaction described in Item 2.01 above, the Company issued a press release on March 1, 2013, a copy of which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) To the extent necessary, the Company intends to file the financial statements relating to the disposition described in Item 2.01 above under cover of Form 8-K/A no later than 71 calendar days after the date of this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated March 1, 2013.

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.

	CONSTELLATION ENERGY PARTNERS LLC
Date: March 1, 2013	By:	/s/ Charles C. Ward
		Charles C. Ward
		Chief Financial Officer and Treasurer

Exhibits

Exhibit Number	Description
99.1	Press Release, dated March 1, 2013.

EX-99.1

Exhibit 99.1

	News Release
	General Inquiries: (877) 847-0008                 www.constellationenergypartners.com
Investor Contact: Charles C. Ward                                (877) 847-0009

Constellation Energy Partners

Closes Sale of Alabama Assets

HOUSTON—(BUSINESS WIRE)—Mar. 1, 2013—Constellation Energy Partners LLC (NYSE MKT: CEP) today announced that the company closed the previously announced sale of its Robinson’s Bend Field assets, which are located in Tuscaloosa County, Alabama.

The sale resulted in net proceeds of approximately $55.3 million, $50.0 million of which was used to retire debt under the company’s credit facility. After the debt reduction, borrowings outstanding under the credit facility totaled $34.0 million. Adjusting for estimated transaction costs, the company maintained a cash balance of approximately $12.1 million as of Feb. 28, 2013, the date of the close. Upon closing of the sale, the borrowing base under the credit facility was immediately reduced to $37.5 million and the facility maturity date was extended to March 31, 2014. Since the third quarter of 2009, the company has reduced debt by 85%.

“This transaction marks a milestone for CEP and helps provide the financial flexibility necessary to support our efforts focused on growing our asset base by drilling for oil and pursuing consolidation opportunities in and around our Mid-Continent footprint,” said Stephen R. Brunner, President and Chief Executive Officer of Constellation Energy Partners. “We believe these focused efforts, when combined with our reduced leverage, will have a positive impact on the way we achieve growth and, ultimately, value for our unitholders.”

Additional details concerning the sale of the company’s Robinson’s Bend assets can be found in the company’s filings with the Securities and Exchange Commission and on the company’s Web site (http://www.constellationenergypartners.com).

About the Company

Constellation Energy Partners LLC is a limited liability company focused on the acquisition, development and production of oil and natural gas properties, as well as related midstream assets.

Forward-Looking Statements

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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