Published: February 23, 2011
Constellation Energy Partners Reaches a Settlement With Parties to Alabama Lawsuit
HOUSTON - (BUSINESS WIRE) - Constellation Energy Partners LLC (NYSE Arca: CEP) today announced that
it has reached an agreement in principle to settle the derivative
lawsuit filed in the Circuit Court of Tuscaloosa County, Alabama by
Trust Venture Company, LLC ("Trust Venture" ) on behalf of the Torch
Energy Royalty Trust ("Trust" ). The settlement agreement is subject to
approval of the court, and the company estimates that the process for
approval will take approximately 60 days.
The lawsuit relates to the non-operating net profits interest ("NPI" )
held by the Trust on certain wells owned by Robinson's Bend Production
II, LLC ("RBP II" ), a subsidiary of the company, in the Robinson's Bend
Field in Alabama.
Under the proposed settlement with Trust Venture and the Trust, (i) RBP
II will make a payment of $1.2 million to reimburse Trust Venture for
its legal fees and expenses incurred in prosecuting the derivative
lawsuit; (ii) RBP II will make an irrevocable offer to purchase the NPI
from the Trust for at least $1 million, when it is separately offered
for sale by the Trust at public auction within 180 days of the effective
date of the settlement, with such bid amount to be deposited by RBP II
in a third-party escrow account pending the public auction; (iii) the
parties agree that the cumulative deficit balance in the NPI account is
approximately $5.8 million as of September 30, 2010, and that no further
payments will be due to the Trust with respect to the NPI unless and
until the cumulative deficit balance is reduced to zero; (iv) the Water
Gathering and Disposal Agreement between RBP II and another subsidiary
of the company for the gathering, separation, and disposal of water from
the wells subject to the NPI will be amended to reduce the fee from
$1.00 per barrel to $0.53 per barrel beginning on the first day of the
month following the effective date of the settlement and to extend the
term for an additional ten years; and (v) the parties will enter into a
mutual release.
The cost of $1.2 million to be paid by RBP II to reimburse the
derivative plaintiff for the legal fees and expenses incurred in
prosecuting the lawsuit will be reflected in the company's fourth
quarter 2010 operating results, which the company plans to release later
this week.
"We're extremely pleased to be in a position to resolve this matter in a
way that should provide greater certainty on our future cash flow and
operating plans," said Stephen R. Brunner, President and Chief Executive
Officer of Constellation Energy Partners.
Additional information about the lawsuit and settlement 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, including, without limitation, whether the court
will approve the settlement discussed in this news release. 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.

Constellation Energy Partners LLC
Investor Contact:
Charles
C. Ward, 877.847.0009
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