• Pioneer Natural Resources Co., Dallas, (NYSE: PXD) plans to form two publicly traded master limited partnerships that will own interests in long-lived, low-decline oil and gas assets, raising an aggregate $500 million.

One MLP will be in the fourth quarter and involve its long-life Spraberry Trend portfolio in West Texas that is 25% of Pioneer's production and 50% of its proved reserves. The other MLP, to be offered in early 2008, will hold Pioneer's coalbed-methane reserves in the Raton Basin of Colorado, an asset package that was acquired from Evergreen Resources in 2004.

Pioneer will be the general partner of each of the MLPs following the IPOs and hold a majority ownership. Pioneer will continue to operate and own a partial working interest in the assets that will form the MLPs.



• Encore Acquisition Co., Fort Worth, (NYSE: EAC) has filed an S-1 for a 9-million-unit IPO of its MLP roll-out, Encore Energy Partners LP, on the NYSE as ENP. The offering is expected to gross some $249 million. Underwriters are UBS Investment Bank and Lehman Brothers.

The MLP is to own, acquire and exploit assets in the Elk Basin of Wyoming and Montana and the Permian Basin in West Texas. At year-end 2006, the MLP's assets had 22.2 million BOE of proved reserves, 65% oil and 83% proved developed. The total includes Elk Basin assets acquired from Anadarko Petroleum Corp. in March for a net price of some $329 million. Year-end 2006 production was some 3,633 BOE per day, 95% oil.

In Elk Basin, proved reserves at year-end totaled 15 million BOE, 88% proved developed. Some 79% of the proved are in the Embar-Tensleep, Madison and Frontier formations. Acreage involved totals some 22,000 gross and 13,700 net in Park County, Wyoming, and Carbon County, Montana. All of the production is operated.

The Permian Basin assets are in Crockett County, Texas. Year-end production was some 838 BOE per day, mostly gas. Year-end proved reserves totaled 7.1 million BOE, 72% proved developed. Acreage involved totals 25,115 gross and 10,384 net.

Encore Acquisition, Encore Operating LP and other Encore affiliates will own common units and management-incentive units in the MLP representing an aggregate 57.3% limited-partner interest. Encore Operating LP will receive a fixed fee of $1.75 per BOE of production for services and expenses.

Management of the MLP will be that of Encore Acquisition, including Jon Brumley, chairman, and Jonny Brumley, president and chief executive officer.

Expected net proceeds of some $190.1 million will primarily be used to pay $65 million of revolving credit-facility debt and $120 million of subordinated, secured term debt.



• Lafayette, La.-based Superior Offshore International Inc. (Nasdaq: DEEP) priced its IPO of 11.7 million common shares at $15 each for gross proceeds of some $165 million. Some 3 million shares were offered by existing shareholders. The expected range was between $14 and $16. Shares were trading at press time at about $19 per share. The overallotment was exercised in full.

Merrill Lynch & Co. and JPMorgan were underwriters. Superior provides subsea construction and commercial diving services on the Gulf of Mexico in up to 1,000 feet of water, and plans to expand into the deepwater Gulf this year.

Louis E. Schaefer Jr. is chairman and founder, and was previously with Cal Dive International, American Oilfield Divers Inc. and Schaefer Diving. James J. Mermis is president and chief executive. He was previously with Torch Offshore Inc., Stolt Comex Seaway Inc. and Subsea International Inc.



• Tim Leach and other former Parker & Parsley executives' Midland, Texas-based Concho Resources Inc. has filed an S-1 to offer an undetermined number of shares in an IPO on NYSE as CXO, raising some $535 million.

At year-end 2006, Concho held some 467 billion cu. ft. equivalent of proved reserves in the Permian Basin (57% oil), producing some 79 million equivalent net per day. It was formed in February 2006 in the merger of Concho Equity Holdings Corp. and a portion of the oil and gas properties and related assets owned by Chase Oil Corp., Caza Energy LLC and affiliates.

It has interests in 218,077 gross (114,139 net) acres in six unconventional, emerging plays, including the West Texas Woodford and Barnett shales, the Bakken in North Dakota, and the Fayetteville in Arkansas. Proceeds will be used to pay debt.

Leach is chairman and chief executive, formerly with Parker & Parsley Petroleum Co. (now Pioneer Natural Resources Co.). Steven L. Beal is president and chief operating officer and was also with Parker & Parsley. Concho shareholders include Yorktown Energy Partners V LP (6.33 million shares), Yorktown Energy Partners VI LP (15 million) and Yale University (6.4 million).

JPMorgan and Banc of America Securities LLC are joint book-running managers; Lehman Brothers is joint lead manager; and other underwriters are BNP Paribas, Merrill Lynch & Co., UBS Investment Bank and Wachovia Securities.



• Independent Rex Energy Corp., State College, Pa., has filed an S-1 for an IPO on Nasdaq as REXX of an undetermined number of shares to raise some $210 million. KeyBanc Capital Markets is the underwriter.

Rex will represent the roll-up of Douglas Oil & Gas LP, Douglas Westmoreland LP, Midland Exploration LP, New Albany-Indiana LLC, PennTex Resources LP, PennTex Resources Illinois Inc., five Rex Energy limited partnerships, Rex Energy Operating Corp. and Rex Energy Royalties LP.

The companies operate in the Illinois Basin, the Appalachian Basin and the southwestern U.S. and had proved reserves of 14.5 million BOE (77% proved developed; 80% oil; 14-year life) at year-end 2006. Jointly, they operate approximately 2,150 wells, involving some 95% of total proved reserves.

Fourth-quarter 2006 production averaged 2,790 net BOE per day (82% oil). Of the amount, 2,173 BOE per day were from the Illinois Basin where its acreage is prospective for New Albany shale development.

Proceeds will be used to pay owners of the roll-up companies ($95.8 million) and to fund capex.

Lance T. Shaner is chairman and was chief executive of Shaner Hotels since its inception in 1984. He founded PennTex Resources in 1996. Benjamin W. Hulburt is CEO and co-founded the first Rex Energy partnership in 2001.



• Independent Vanguard Natural Resources LLC, Houston, has filed an S-1 for an IPO of 6 million common units on NYSE Arca as VNR, expecting to raise some $145 million. Citigroup Global Markets Inc. is the underwriter.

Owning 100% of VNR are Vinland Energy Eastern LLC and Majeed S. Nami. They will hold a combined 27.1% membership interest in the roll-out.

VNR is a holding company, and its operating assets will be owned directly or indirectly by subsidiary Vanguard Natural Gas LLC. Management will own 460,000 Class B units (3.8% membership interest); Nami et al. will hold 3.25 million common units (27.1%); private investors will own 2.29 million (19.1%); and public unit-holders will own 6 million (50%).

VNR has mature, long-lived properties in the southern Appalachian Basin, primarily southeastern Kentucky and northeastern Tennessee. At year-end 2006, it held working interests in 845 gross (786 net) producing wells and had average net production in 2006 of 12 million cu. ft. equivalent per day.

It also holds 40% working interest in some 107,000 gross undeveloped acres near its producing assets. Year-end reserves were 66 billion cu. ft. equivalent (97% gas; 75% proved developed; 15-year life).

Proceeds will be used to pay debt; distributions to Nami, management and private investors; and fund working capital.

Scott W. Smith is president and chief executive and was president of Ensource Energy Co. LLC and principal investor in Wiser Investment Co. LLC, the largest shareholder in The Wiser Oil Co., which was sold to Forest Oil Corp. (NYSE: FST) in June 2004.

Thomas M. Blake is president and CEO of VNR subsidiaries Vinland Energy Gathering LLC and Vinland Gulf Coast LLC and was with Appalachian Production Services and Appalachian Energy as well as Columbia Natural Resources.



• Stallion Oilfield Holdings Ltd., Houston, has re-filed an S-1 for its IPO as Stallion Oilfield Services Inc., resuming the plan it had commenced last summer. The offering is estimated to raise a total of $400 million, up from a $287-million plan a year ago. The stock will trade on Nasdaq as SOFS. Underwriters are Lehman Brothers, Credit Suisse and UBS Investment Bank.

Stallion provides wellsite support services, and oilfield construction and logistics services. The majority owners of Stallion are private-equity providers Carlyle/Riverstone as C/R Stallion Investment Partnership LP and C/R Energy Coinvestment II LP.

Craig Johnson is Stallion chairman, president and chief executive, and is also a majority investor. Proceeds will be used to pay debt and for general corporate purposes, including acquisitions.



• Baton Rouge, La.-based Edgen Murray LP, and subsidiaries, U.S.-based Edgen Murray Corp., U.K.-based Pipe Acquisition Ltd. and U.K-based Edgen Murray Plc, report that Edgen's IPO of its proposed successor corporation, Edgen Murray Plc, has been delayed indefinitely due to a proposed recapitalization and related refinancing of Edgen Murray LP and the planned acquisition of Bala Cynwyd, Penn.-based PetroSteel.



• Houston-based EnergyQuest II LLC has been formed by Quantum Energy Partners IV LP and affiliates, Wayne Greenwalt, Jerry Crews and fellow officers to acquire and exploit oil and gas properties of $25- to $250 million primarily along the Texas and Louisiana Gulf coasts. Initial equity commitments from Quantum and the management team are in excess of $80 million.

EnergyQuest II will be led by Greenwalt and Crews, who had created EnergyQuest Resources LP, a portfolio company of Quantum Energy Partners III LP. The assets of Energy Quest I are currently being sold.



• Jim Watt has joined Dune Energy Inc., Houston, (Amex: DNE) as chief executive and president. He was president of Remington Oil and Gas Corp., Dallas, and recently was chairman and CEO of Maverick Oil and Gas Corp., Addison, Texas (OTCBB: MVOG). Alan Gaines is Dune chairman; he was CEO. Amiel David has been named senior advisor to the board. He was previously president.

Dune plans to acquire privately held, Houston-based Goldking Energy Corp., for $302.5 million in cash and $18 million in stock in a deal valued at $320.5 million. Goldking is a portfolio company of Natural Gas Partners.



• Frank A. Lodzinski has assumed the chief executive and president posts at GeoResources Inc., Williston, N.D. (Nasdaq: GEOI). He was CEO and president of Houston-based Southern Bay Oil & Gas LP, which has merged with GeoResources.

Collis P. Chandler has been named executive vice president. He was president of Denver-based Chandler Energy LLC, which also merged with GeoResources. Jeffrey P. Vickers was named vice president, Williston Basin exploration and development. He was president of GeoResources.



• EnCap Energy Capital Fund VI LP and EnCap Energy Capital Fund VI-B LP, investment funds managed by Houston-based EnCap Investments LP, have acquired 3.6 million shares of GFI Oil & Gas Corp., Calgary, (CDNX: GFI) in a deal valued at C$2.9 million. GFI has core interests in two offshore fields under development: the 104,000-acre Bualuang oil field offshore Thailand (60%) and a 35% nonoperated interest in the 83,000-acre Kambuna gas and condensate project offshore northern Sumatra, Indonesia.



• Nabors International, the E&P company formed by private-equity provider First Reserve Corp. and driller Nabors Industries Ltd. (NYSE: NBR) has been split into two companies, domestic and international. NFR Energy, focused onshore the U.S., will be headed by David Sambrooks, former vice president and general manager of Devon Energy Corp.'s Southern U.S. business unit based in Houston.

Remora Energy International, focused outside of North America onshore and in shallow water, will be led by Steve Bell, former president of global exploration and new ventures for BHP Billiton Petroleum. "The plan for each company is simply to build a new independent, acquiring reserves and drilling in partnership with larger companies," says Hardy Murchison with First Reserve in Houston.



• Houston-based private-equity firm Quantum Energy Partners has named David L. Bole managing director. He was president of SouthView Energy LP, a Quantum portfolio company, and previously with Randall & Dewey (now Jefferies Randall & Dewey).



• Riverstone Holdings LLC, New York, First Reserve Corp., Greenwich, Conn., and Lehman Brothers Co-Investment Partners, New York, have acquired privately held Dresser Inc., Dallas, for an undisclosed price. First Reserve acquired Dresser in 2001 in partnership with Odyssey Investment Partners, and has reinvested through its First Reserve Fund XI LP. Riverstone will invest through its Carlyle/Riverstone Global Energy and Power Fund III LP.