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Press release from Business Wire

Vanguard Natural Resources Announces Pricing of Its Public Offering of 8,000,000 Common Units

Thursday, January 31, 2013

Vanguard Natural Resources Announces Pricing of Its Public Offering of 8,000,000 Common Units08:49 EST Thursday, January 31, 2013 HOUSTON (Business Wire) -- Vanguard Natural Resources, LLC (NYSE: VNR) (the “Company”) today announced the pricing of its public offering of 8,000,000 common units representing limited liability company interests in the Company at a price of $27.85 per unit. The underwriters have been granted a 30-day option to purchase up to an additional 1,200,000 common units from the Company at the public offering price less the underwriting discount. The offering is expected to close on February 5, 2013, subject to customary closing conditions. The Company expects to receive net proceeds of approximately $214.0 million (or approximately $246.1 million if the underwriters exercise their option to purchase an additional 1,200,000 common units), after deducting underwriting discounts and estimated offering expenses, from the offering and intends to use the net proceeds from the offering to repay a portion of its indebtedness outstanding under its senior secured revolving credit facility, which was incurred in part to fund recent acquisitions. UBS Investment Bank, BofA Merrill Lynch, Barclays, Wells Fargo Securities, Citigroup, Deutsche Bank Securities, J.P. Morgan, Morgan Stanley and RBC Capital Markets are joint book-running managers for the offering. An investor may obtain a free copy of the prospectus supplement and accompanying base prospectus relating to the offering by visiting EDGAR on the SEC website at www.sec.gov. When available, a copy of the prospectus supplement and accompanying base prospectus relating to the offering also may be obtained from: UBS Investment BankAttention: Prospectus Dept.299 Park AvenueNew York, NY 10171Phone: (888) 827-7275 BofA Merrill Lynch222 Broadway, New York, NY 10038Attention: Prospectus DepartmentEmail: dg.prospectus_requests@baml.com Barclaysc/o Broadridge Financial Solutions1155 Long Island Ave.Edgewood, NY 11717Email: barclaysprospectus@broadridge.comPhone: (888) 603-5847 Wells Fargo SecuritiesAttention: Equity Syndicate Department375 Park AvenueNew York, New York 10152Phone: (800) 326-5897Email: cmclientsupport@wellsfargo.com Citigroup Global Markets Inc.c/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Phone: (800) 831-9146Email: batprospectusdept@citi.com Deutsche Bank SecuritiesAttention: Prospectus Group60 Wall StreetNew York, NY 10005Phone: (800) 503-4611Email: prospectus.cpdg@db.com J.P. Morganc/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Phone: (866) 803-9204 Morgan StanleyAttention: Prospectus Department180 Varick Street, 2nd FloorNew York, NY 10014Phone: (866) 718-1649Email: prospectus@morganstanley.com RBC Capital MarketsThree World Financial Center200 Vesey Street, 10th FloorNew York, NY 10281-8098Email: CM-USA-Prospectus@rbc.com The shelf registration statement relating to these securities has previously been filed with the Securities and Exchange Commission (the “SEC”) and automatically deemed effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy common units or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the related base prospectus. About Vanguard Natural Resources, LLC Vanguard Natural Resources, LLC is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. The Company's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Permian Basin in West Texas and New Mexico, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Piceance Basin in Colorado, the Powder River Basin in Wyoming, the Wind River Basin in Wyoming, the Williston Basin in North Dakota and Montana, Mississippi and South Texas. Forward-Looking Statements We make statements in this news release that are considered forward-looking statements within the meaning of 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. Vanguard Natural Resources, LLCLisa Godfrey, 832-327-2234Investor Relationsinvestorrelations@vnrllc.com