EV ENERGY PARTNERS, LP
FORM
8-K
(Current report filing)
Filed 02/12/15 for the Period Ending 02/10/15
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
1001 FANNIN SUITE 800
HOUSTON, TX 77002
713-659-3500
0001361937
EVEP
1311 - Crude Petroleum and Natural Gas
Oil & Gas Operations
Energy
12/31
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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): February 12, 2015 (February 10, 2015)
EV Energy Partners, L.P.
(Exact name of registrant as specified in charter)
Delaware
(State of Incorporation)
001-33024
(Commission File No.)
1001 Fannin, Suite 800, Houston, Texas
(Address of Principal Executive Offices)
20–4745690
(I.R.S. Employer Identification No.)
77002
(Zip Code)
Registrant’s telephone number, including area code: (713) 651–1144
_______________________________
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 10, 2015, EV Energy Partners, LP (“EV Energy”) announced (1) the resignation of Mark A. Houser as President and Chief
Executive Officer of EV Management, LLC (“EV Management”), the general partner of the general partner of EV Energy, effective as of
February 28, 2015, (2) the transition of Michael E. Mercer from Senior Vice President and Chief Financial Officer of EV Management to
President and Chief Executive Officer of EV Management effective as of March 1, 2015 (the “Transition Date”), and (3) the appointment of
Nicholas P. Bobrowski to Vice President and Chief Financial Officer of EV Management effective as of the Transition Date. The press release
has been filed as Exhibit 99.1 to this Report and is incorporated by reference herein.
The changes in Mr. Houser’s relationship with EV Management described above were not a result of any disagreements with EV Management
on any matter relating to EV Energy’s operations, policies or practices. Mr. Houser remains a member of the Board of Directors of EV
Management.
Mr. Mercer’s full biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K, are included in EV
Energy’s Annual Report on Form 10-K filed by EV Energy with the Securities and Exchange Commission on March 3, 2014 (the “2013
Annual Report”). Mr. Mercer’s current compensation is described in the 2013 Annual Report. Mr. Mercer’s compensation as President and
Chief Executive Officer will be determined by EV Management’s compensation committee and will be disclosed at the time of such
determination. In connection with Mr. Mercer’s promotion to President and Chief Executive Officer, the Board of Directors also plans to
appoint Mr. Mercer to EV Management’s Board of Directors, effective as of the Transition Date. Mr. Mercer will not receive any
compensation for his services as a director.
Mr. Bobrowski, 37, has been Director of Finance of EV Management since 2013. From 2007 to 2012, Mr. Bobrowski was an energy
investment banker with Citigroup Global Markets, where he rose to the level of Vice President in the Financial Strategy Group advising clients
on valuation, liability, risk management and capital structure. Prior to that, he rose to the rank of Captain in the 25 th Infantry Division of the
United States Army after graduating with a BS in Economics from the United States Military Academy at West Point. Mr. Bobrowski also
holds a MBA from the Sloan School of Management at MIT. Mr. Bobrowski’s compensation as Vice President and Chief Financial Officer
will be determined by EV Management’s compensation committee and will be disclosed at the time of such determination.
In addition, EnerVest Ltd. announced it plans to elect Ken Mariani, President of EnerVest, to the Board of Directors of EV Management
effective March 1, 2015. Mr. Mariani, 53, currently serves as the President of EnerVest, Ltd. and has more than 30 years of executive
leadership and operational management experience in the upstream oil and gas industry. He joined EnerVest in 2000 and has served in
numerous leadership positions within the company. Prior to joining EnerVest, from 1991 to 2000, he served as Vice President of Operations for
Energy Corporation of America (ECA), a privately held exploration and production company, and was responsible for engineering, land,
geology and production operations. Prior to his role at ECA, he held various engineering positions at Conoco, Inc., in the Midland, TX, and
Rocky Mountain Divisions. Ken holds a degree in Chemical Engineering from the University of Pittsburgh, graduating cum laude with a
petroleum option. He received his Master of Business Administration from The University of Texas of the Permian Basin and is a licensed
Professional Engineer.
Item 9.01
Financial Statements and Exhibits.
(a) Financial Statement of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits.
99.1 Press Release dated February 10, 2015
SIGNATURE
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.
EV Energy Partners, L.P.
Dated: February 12, 2015
By: /s/ MICHAEL E. MERCER
Michael E. Mercer
Senior Vice President and Chief Financial Officer
of
EV Management LLC, general partner of
EV Energy GP, L.P., general partner of
EV Energy Partners, L.P.
EXHIBIT INDEX
99.1 Press Release dated February 10, 2015
Exhibit 99.1
EV Energy Partners Announces Planned Senior Management Changes and Additions to the Board of Directors
HOUSTON, February 10, 2015 -- EV Energy Partners, L.P., (Nasdaq: EVEP) and EnerVest announced today that Mark A. Houser, current
President and Chief Executive Officer of EV Energy Partners, intends to resign his position at the end of February 2015. Mr. Houser plans to
remain actively involved with the Company by remaining on the Board of the Partnership.
Following Houser’s resignation, the Board of Directors intends to appoint Michael E. Mercer, currently EVEP’s Senior Vice President and
Chief Financial Officer, as the new President and Chief Executive Officer. In addition, Nicholas P. Bobrowski, currently EVEP’s Director of
Finance, is expected to be named Vice President and Chief Financial Officer. Both positions are expected to be effective March 1, 2015. Mr.
Mercer, along with Ken Mariani, President of EnerVest, Ltd., also will be named to the Board of Directors of the Partnership.
Upon his departure, Mr. Houser will become Chief Executive Officer of the University Lands Office. The Office oversees activities on 2.1
million acres of Permanent University Fund (PUF) lands that serve as a resource for the University of Texas and Texas A&M system
institutions. Currently, the PUF manages more than $6 billion generated from the exploration and exploitation of the University lands.
Investment income from the PUF is being used to upgrade the educational and academic excellence of both universities’ programs.
John B. Walker, Executive Chairman of EVEP, said, “We are pleased to be able to deliver a seamless CEO and CFO transition with the
appointments of Mike and Nick. Mike is an experienced executive with a combination of critical qualities that makes him an excellent choice
to lead EVEP in continuing to grow successfully. He has the utmost integrity and is highly regarded by the Board, our investors and employees
and has been part of the executive management team since EVEP’s initial public offering in 2006. Nick is an outstanding executive with strong
financial acumen and expertise. I look forward to their future contributions in these new positions. We are also very pleased to bring Ken on to
our Board of Directors. Ken has extensive operational experience across all of our asset base.
“Personally and on behalf of the EVEP Board and the employees of EnerVest, I would like to thank Mark for his leadership and significant
contributions to EVEP and the EnerVest family during the past 16 years. We are very pleased that he will remain active with EVEP by serving
on the Board of Directors while he pursues a very unique opportunity.”
Mr. Mercer said, “I am delighted to have been selected to serve as the next CEO of EVEP. I have had the privilege of working closely with
John and Mark over these last few years and appreciate the profound impact they have had on EVEP’s performance. EVEP has an
exceptionally strong senior leadership and employee team, all of whom are committed to ensure our continuing success. That is also why I am
extremely pleased that the management team and the Board have selected Nick as the new CFO. I look forward to his contributions in this new
role. ”Mike Mercer has been Senior Vice President and Chief Financial Officer since EVEP’s initial public offering in 2006. He was a
consultant to EnerVest, Ltd., from 2001 to 2006. Prior to that, Mike was an investment banker for 12 years, serving as a Director in the Energy
Group at Credit Suisse First Boston in Houston and a Director in the Energy Group at Salomon Smith Barney in New York and London. He
holds a BBA in Petroleum Land Management from the University of Texas at Austin and MBA from the University of Chicago Booth School
of Business.
Nick Bobrowski has been Director of Finance since 2013. From 2007 to 2012, Nick was an energy investment banker with Citigroup Global
Markets, where he rose to the level of Vice President in the Financial Strategy Group advising clients on valuation, liability, risk management
and capital structure. Prior to that, Nick rose to the rank of Captain in the 25 th Infantry Division of the United States Army after graduating
with a BS in Economics from the United States Military Academy at West Point. Nick also holds a MBA from the Sloan School of
Management at MIT.
Ken Mariani currently serves as the President of EnerVest, Ltd., and has more than 30 years of executive leadership and operational
management experience in the upstream oil and gas industry. He joined EnerVest in 2000 and has served in numerous leadership positions
within the company. Prior to joining EnerVest, from 1991 to 2000, he served as Vice President of Operations for Energy Corporation of
America (ECA) and was responsible for engineering, land, geology and production operations. Prior to his role at ECA, he held various
engineering positions at Conoco, Inc., in the Midland, TX, and Rocky Mountain Divisions. Ken holds a degree in Chemical Engineering from
the University of Pittsburgh, graduating cum laude with a petroleum option. He received his Master of Business Administration from The
University of Texas of the Permian Basin and is a licensed Professional Engineer .
EV Energy Partners, L.P. is a Houston based master limited partnership engaged in acquiring, producing and developing oil and gas properties.
More information about EVEP is available on the Internet at www.evenergypartners.com .
Houston-based EnerVest, founded in 1992, acquires, develops and operates approximately 28,000 oil and gas wells in 15 states on behalf of its
institutional investors and EVEP. EnerVest also is the general partner of the general partner of EV Energy Partners, L.P., traded as EVEP on
NASDAQ. More information about the company is available at www.enervest.net.
(code #: EVEP/G)
EV Energy Partners, L.P., Houston
Michael E. Mercer, 713-651-1144
http://www.evenergypartners.com
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