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  (Date of earliest event reported):  August 25, 2014

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 8.01 Other Events.

On August 25, 2014, the Board of Managers of Constellation Energy Partners LLC (the “Company”) approved a Plan of Conversion (the “Plan”) pursuant to which the Company will convert from a Delaware limited liability company to a Delaware limited partnership named Sanchez Production Partners LP (“Sanchez LP”).  The terms of the Plan provide that (a) each outstanding Common Unit of the Company will be converted into one common unit representing a limited partner interest in Sanchez LP, (b) all of the outstanding Class A Units of the Company will be converted into a number of Sanchez LP common units equal to 2.0% of the Sanchez LP common units outstanding immediately after the conversion (after taking into account the conversion of such Class A Units) and (c) the Class Z Unit will be cancelled.  In addition, (a) Sanchez Production Partners GP LLC, a Delaware limited liability company and affiliate of Sanchez Oil & Gas Corporation (“SOG”), will be issued all of the general partner interests of Sanchez LP and will become the sole general partner of Sanchez LP and (b) SP Holdings, LLC, a Delaware limited liability company and affiliate of SOG, will be issued all of the incentive distribution rights of Sanchez LP.

The conversion contemplated by the Plan will be subject to, among other things, approval by holders of a majority of the Company’s Common Units, Class A Units and the Class Z Unit, each voting as a separate class. 

The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

A copy of the press release announcing the adoption of the Plan is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	1
Exhibit Number		Description
2.1		Plan of Conversion (incorporated by reference to Exhibit 2.1 to Constellation Energy Partners LLC’s Registration Statement on Form S-4, filed with the SEC on August 28, 2014
99.1		Press Release dated August 28, 2014.

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 management hereunto duly authorized.

	CONSTELLATION ENERGY PARTNERS LLC
Date: August 28, 2014	By:	/s/ Charles C. Ward
		Charles C. Ward Chief Financial Officer, Chief Accounting Officer and Treasurer

EXHIBIT INDEX

1
Exhibit Number	Description
2.1	Plan of Conversion (incorporated by reference to Exhibit 2.1 to Constellation Energy Partners LLC’s Registration Statement on Form S-4, filed with the SEC on August 28, 2014
99.1	Press Release August 28, 2014.

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’ Board of Managers

Approves Plan of Conversion to a Limited Partnership

HOUSTON--(BUSINESS WIRE)--Aug. 28, 2014--Constellation Energy Partners LLC (NYSE MKT: CEP) today announced that its board of managers has approved a plan of conversion pursuant to which the company would convert from a Delaware limited liability company to a Delaware limited partnership named Sanchez Production Partners LP (“Sanchez LP”).  In connection with the conversion, an affiliate of Sanchez Oil & Gas Corporation (“SOG”) would become the general partner of the resulting limited partnership.

“SOG has demonstrated its commitment to being our sponsor,” said Stephen R. Brunner, President and Chief Executive Officer of Constellation Energy Partners. “Transferring control over our operations to a general partner affiliated with SOG is a logical step in our business relationship and evolution as a company.  As a result of the conversion, we anticipate that we would be better positioned to cooperate with SOG and its affiliates in prospective business acquisitions and combinations.  The limited partnership structure is also the more traditional organizational structure for a business like ours which, together with our efforts to restore a distribution, should position the company to be a more attractive investment alternative.”

Further approval of the plan of conversion is required by the company’s unitholders.  The company anticipates seeking that approval by December 31, 2014.

Further Information

A proxy statement/prospectus containing detailed information relating to the plan of conversion will be sent to the company’s unitholders following the Securities and Exchange Commission (“SEC”) declaring effective a registration statement relating to the Sanchez LP common units, of which such proxy statement/prospectus is a part.  This press release is neither an offer to sell nor a solicitation of an offer to buy any common units or other securities.

About Constellation Energy Partners LLC

Constellation Energy Partners LLC (www.constellationenergypartners.com) 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 and the Securities Exchange Act of 1934.  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.