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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): November&nbsp;12, 2013 </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>NEW SOURCE ENERGY PARTNERS L.P. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>001-35809</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>38-3888132</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>( State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation or organization)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>914 North Broadway, Suite 230 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Oklahoma City, Oklahoma 73102 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(405) 272-3028 </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address
of Principal Executive Offices, Including Zip Code) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable.</B> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or former address, if changed since last report) </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 (see General Instruction A.2. below): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;1.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Entry into a Material Definitive Agreement. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Contribution Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;12, 2013, New Source Energy Partners L.P., a Delaware limited partnership (the &#147;<B><I>Partnership</I></B>&#148;), entered
into a contribution agreement (the &#147;<B><I>MCE Contribution Agreement</I></B>&#148;) with certain individuals, including Kristian B. Kos (&#147;<B><I>Mr. Kos</I></B>&#148;), the President and Chief Executive Officer of New Source Energy GP, LLC,
the general partner of the Partnership (the &#147;<B><I>General Partner</I></B>&#148;), (collectively, the &#147;<B><I>MCE Owners</I></B>&#148;), and MCE, LLC, a Delaware limited liability company (&#147;<B><I>MCE LLC</I></B>&#148; and, together
with the MCE Owners, the &#147;<B><I>MCE Parties</I></B>&#148;). MCE LP is an oilfield services company that specializes in increasing efficiencies and safety in drilling and completion processes, such as the installation and pressure-testing of
blowout preventers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the MCE Contribution Agreement, the MCE Parties contributed (the &#147;<B><I>Contribution</I></B>&#148;)
all of the limited partnership interests in MCE, LP, a Delaware limited partnership (&#147;<B><I>MCE LP</I></B>&#148;), and all of the membership interests in MCE GP, LLC, a Delaware limited liability company and the general partner of MCE LP
(&#147;<B><I>MCE GP</I></B>&#148; and, together with MCE LP, the &#147;<B><I>Acquired Companies</I></B>&#148;), for approximately $43.6 million in total initial consideration, which consisted of approximately $3.8 million in cash and 1,847,265
common units representing limited partner interests in the Partnership (the &#147;<B><I>Common Units</I></B>&#148;), valued using a volume weighted average trading price for the period between August&nbsp;21, 2013 and November&nbsp;11, 2013 of
$21.55 per Common Unit. The Partnership also agreed to issue 99,768 Common Units, valued at $21.55 per Common Unit to certain employees of MCE LP under the Partnership&#146;s long-term incentive plan, for aggregate total consideration of
approximately $45.7 million. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The MCE Owners are also entitled under the MCE Contribution Agreement to receive additional Common Units in
the second quarter of 2015 based on a specified multiple of the annualized EBITDA of the Acquired Companies for the trailing nine month period ended March&nbsp;31, 2015, less certain adjustments, as set forth in the MCE Contribution Agreement (the
&#147;<B><I>Earn-out Common Units</I></B>&#148;), which is subject to a $120 million cap on the aggregate total consideration paid for the Acquired Companies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the aggregate total consideration paid by the Partnership for the Acquired Companies, certain of the MCE Owners retained Class
B Units in MCE LP following the Contribution, which entitle the holders to receive incentive distributions of cash distributed by MCE LP above specified thresholds in increasing amounts, up to a maximum of 50% at the highest level of incentive
distribution. For more information regarding the Class B Units of MCE LP, please read &#147;&#151;MCE Partnership Agreement.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
MCE Contribution Agreement also contains representations, warranties, covenants and indemnification provisions that are typical for transactions of this nature. The effective date of the acquisition of the Acquired Companies is November&nbsp;1,
2013. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The foregoing summary of the MCE Contribution Agreement does not purport to be complete, and is qualified in its entirety by
reference to the full text of the MCE Contribution Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. </I></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Option Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On
November&nbsp;12, 2013, in connection with the MCE Contribution Agreement, the Partnership entered into an option agreement (the &#147;<B><I>Option Agreement</I></B>&#148;) with Mr.&nbsp;Kos and certain other MCE Owners (collectively, the
&#147;<B><I>Option Grantors</I></B>&#148;), and Torus Energy Services, LLC, an Oklahoma limited liability company (&#147;<B><I>Torus</I></B>&#148; and together with the Option Grantors, the &#147;<B><I>Option Parties</I></B>&#148;). Torus owns
MidCentral Completion Services, LLC, an Oklahoma limited liability company (&#147;<B><I>MidCentral Services</I></B>&#148;). MidCentral Services is an oilfield completion services company complementary to the business operations of MCE LP. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the Option Agreement, the Option Parties granted the Partnership the right to require
Torus to cause all of the outstanding limited liability company interests (the &#147;<B><I>Option Interest</I></B>&#148;) in MidCentral Services to be contributed to the Partnership and assigned, transferred and delivered to MCE LP (the
&#147;<B><I>Option</I></B>&#148;). The Partnership may exercise the Option by written notice at any time within 60 days of receiving a favorable Private Letter Ruling from the United States Internal Revenue Service regarding the gross income of
MidCentral Services. If the Partnership does not exercise the Option, the Option Agreement will automatically terminate on the earlier of (i)&nbsp;the day following the end of such 60-day period and (ii)&nbsp;May&nbsp;31, 2015. If the Partnership
exercises the Option, the parties have agreed to negotiate in good faith a contribution or similar agreement (the &#147;<B><I>MidCentral Services Contribution Agreement</I></B>&#148;) related to the conveyance of the Option Interest, with terms and
provisions substantially similar to those contained in the MCE Contribution Agreement, including the valuation methodology for the initial consideration and earn-out amounts. The Option Agreement also contains representations, warranties and
covenants that are typical for transactions of this nature. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The foregoing summary of the Option Agreement does not purport to be
complete, and is qualified in its entirety by reference to the full text of the Option Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. </I></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>MCE Partnership Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On
November&nbsp;12, 2013, in connection with the Contribution, the agreement of limited partnership of MCE LP was amended and restated to, among other things, create Class&nbsp;A Units (&#147;<B><I>Class A Units</I></B>&#148;) and Class B Units
(&#147;<B><I>Class B Units</I></B>&#148;) of MCE LP (as so amended and restated, the &#147;<B><I>MCE Partnership Agreement</I></B>&#148;). Deylau, LLC, a Delaware limited liability company wholly-owned by Mr.&nbsp;Kos
(&#147;<B><I>Deylau</I></B>&#148;) and Signature Investments, LLC, an Oklahoma limited liability company wholly-owned by Dikran Tourian (&#147;<B><I>Signature</I></B>&#148;), the President of MCE GP and one of the MCE Owners (&#147;<B><I>Mr.
Tourian</I></B>&#148;), retained the Class B Units, which entitle the holders to receive incentive distributions of cash distributed by MCE LP above specified thresholds in increasing amounts, up to a maximum of 50% at the highest level of incentive
distribution. The Partnership holds all of the Class&nbsp;A Units, which are entitled to all cash distributed by MCE LP other than the incentive distributions made in respect of the Class B Units. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Additionally, at any time when MCE LP has made cash distributions to the holders of the Class B Units at the highest level of incentive
distribution for each of the prior four consecutive fiscal quarters, the holders of the Class B Units have the right under the MCE Partnership Agreement to elect (a &#147;<B><I>Reset Election</I></B>&#148;) to relinquish the right to receive
incentive distribution payments based on the initial cash target distribution levels and to &#147;reset,&#148; at higher levels, the minimum quarterly distribution amount and cash target distribution levels upon which the incentive distribution
payments on the Class B Units would be set. In exchange for resetting the minimum quarterly distribution and target distribution levels, the holders of the Class B Units would receive consideration in an amount based on a predetermined formula that
takes into account the &#147;cash parity&#148; value of the recent cash distributions related to the Class B Units prior to the reset event. Upon making a Reset Election, the holders of the Class B Units are entitled to
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consideration equal to the quotient obtained by dividing (i)&nbsp;the lesser of (a)&nbsp;the average distribution per unit received on the Class B Units for the two full quarters preceding the
Reset Election and (b)&nbsp;the distribution per unit received on the Class B Units for the quarter preceding the Reset Election, and (ii)&nbsp;the most recently quarterly distribution on the Common Units, multiplied by the volume weighted average
trading price of the Common Units for the twenty-day period prior to the Reset Election. The Partnership may satisfy this consideration requirement in cash, newly issued Common Units or a combination thereof in its sole discretion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The foregoing description of the MCE Partnership Agreement is not complete and is qualified in its entirety by reference to the full text
of the MCE Partnership Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. </I></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Registration Rights Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I></I></B>On November&nbsp;12, 2013, in connection with the MCE Contribution Agreement, the Partnership and the MCE Owners entered into a
Registration Rights Agreement (the &#147;<B><I>Registration Rights Agreement</I></B>&#148;), which granted certain registration rights to the MCE Owners, including rights to (a)&nbsp;cause the Partnership to file with the Securities and Exchange
Commission up to three shelf registration statements under the Securities Act of 1933, as amended (the &#147;<B><I>Securities Act</I></B>&#148;) for (i)&nbsp;resales of the Common Units issued to the MCE Owners under the MCE Contribution Agreement,
(ii)&nbsp;resales of any Earn-out Common Units issued to the MCE Owners and (iii)&nbsp;resales of any Common Units issued in connection with a reset of the Class B Units, and (b)&nbsp;participate in future underwritten public offerings of the
Partnership&#146;s Common Units. <B><I> </I></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I></I></B>Mr.&nbsp;Kos and Mr.&nbsp;Tourian (collectively, the &#147;<B><I>Demand
Rights Holders</I></B>&#148;) may exercise their right to request that a shelf registration statement be filed any time on or after satisfaction of the Registration Criteria (as that term is defined in the Registration Rights Agreement). In
addition, the Partnership has agreed to use commercially reasonable efforts to (a)&nbsp;prepare and file a shelf registration statement within 30 days of receiving a request from the Demand Rights Holders and (b)&nbsp;cause the shelf registration
statement to be declared effective by the Securities and Exchange Commission no later than 180 days after its filing. The Registration Rights Agreement contains customary representations, warranties and covenants, and customary provisions regarding
rights of indemnification between the parties with respect to certain applicable securities law liabilities.<B><I> </I></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference. </I></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Director Designation Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;12, 2013, in connection with the MCE Contribution Agreement, the Partnership and the General Partner entered into a Director
Designation Agreement (the &#147;<B><I>Director Designation Agreement</I></B>&#148;) with Deylau and Signature (the &#147;<B><I>Designators</I></B>&#148;). Pursuant to the Director Designation Agreement, Deylau, in its capacity as the controlling
member of the General Partner, agreed to expand the size of the Board of Directors of the General Partner (the &#147;<B><I>Board</I></B>&#148;) from six to seven directors and to appoint an individual designated by the Designators to the Board (the
&#147;<B><I>Designated Director</I></B>&#148;). Such Designated </P>
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Director will hold office until (i)&nbsp;his or her term expires and such Designated Director&#146;s successor designated by the Designators has been appointed or (ii)&nbsp;such Designated
Director&#146;s earlier death, resignation or removal. The Designators&#146; designation rights terminate at such time that the Designators and their respective affiliates collectively hold fewer than 50 Class B Units. Pursuant to the Director
Designation Agreement, the Partnership, the General Partner and the Designators agreed that the initial Designated Director nominee shall be Mr.&nbsp;Tourian, whom the Partnership expects to be appointed to the Board once the Board has completed its
customary review process. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The foregoing description of the Director Designation Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Director Designation Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. </I></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Fourth Amendment to Credit Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I></I></B>On November&nbsp;12, 2013, the Partnership entered into a Fourth Amendment (the &#147;<B><I>Fourth Amendment</I></B>&#148;) to
its Credit Agreement dated as of February&nbsp;13, 2013, by and among the Partnership, as borrower, Bank of Montreal, as administrative agent, and the other lenders party thereto (the &#147;<B><I>Credit Agreement</I></B>&#148;). The Fourth Amendment
amends certain provisions of the Credit Agreement with respect to the transactions contemplated by the MCE Contribution Agreement. The Fourth Amendment, among other things, provides that (i)&nbsp;neither of the Acquired Companies is a
&#147;Subsidiary&#148; for the purposes of the Credit Agreement, (ii)&nbsp;the Partnership may include actual cash dividends paid by MCE LP to the Partnership in the Partnership&#146;s calculation of financial covenants, (iii)&nbsp;the Partnership
may use proceeds of the Credit Agreement to make permitted Investments in the Acquired Companies and (iv)&nbsp;future Investments in the Acquired Companies may be made with (a)&nbsp;proceeds of the sales of the Partnership&#146;s Common Units or
(b)&nbsp;in an amount not to exceed $5,000,000 in any twelve month period (without regard to any investments made pursuant to clause (a)), in each case, subject to certain limitations. <B><I> </I></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the full text of the
Fourth Amendment, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference. </I></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Material
Relationships Among the Parties </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Kos, President and Chief Executive Officer of the General Partner and a member of the
Board, through his 100% ownership interest of Deylau, owned approximately 36% of the outstanding membership interests in MCE LLC, the contributor of the Acquired Companies. In addition, Mr.&nbsp;Kos, through his 100% ownership interest of Deylau,
owns approximately 50% of the outstanding membership interests in Torus, the owner of the Option Interest. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">After giving effect to the
Contribution, Mr.&nbsp;Kos and entities he controls collectively own (i)&nbsp;69.4% of the General Partner and (ii)&nbsp;799,689 Common Units, for an aggregate limited partner interest in the Partnership of approximately 6.8%. In addition, after
giving effect to the Contribution, Mr.&nbsp;Tourian, one of the MCE Owners and the initial Designated Director nominee pursuant to the Director Designation Agreement, owns 665,939 Common Units through his 100% ownership interest of Signature. As a
result, Mr.&nbsp;Tourian, through Signature, owns a limited partner interest in the Partnership of approximately 5.8%. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The conflicts committee of the Board reviewed the Contribution and related terms and agreements,
engaged and consulted with independent financial and legal advisors with respect thereto, and granted &#147;special approval&#148; with respect to the MCE Contribution Agreement pursuant to the Partnership&#146;s First Amended and Restated Agreement
of Limited Partnership (the &#147;<B><I>Partnership Agreement</I></B>&#148;). The Board approved the Contribution based on the approval and recommendation of its conflicts committee, which consists of two directors meeting the Partnership&#146;s
independence criteria and the New York Stock Exchange&#146;s listing standards for independence. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;2.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Completion of Acquisition or Disposition of Assets. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The information set forth under
Item&nbsp;1.01 above under the heading &#147;Contribution Agreement&#148; with respect to the acquisition by the Partnership of the Acquired Companies from the MCE Parties pursuant to the Contribution Agreement is incorporated herein by reference.
</P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;2.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The information set forth under Item&nbsp;1.01 above under the heading &#147;Fourth Amendment to Credit Agreement&#148; is incorporated herein
by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;3.02</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Unregistered Sales of Equity Securities. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The information set forth under Item&nbsp;1.01
above under the heading &#147;Contribution Agreement&#148; regarding the issuance by the Partnership of Common Units to the MCE Owners on November&nbsp;12, 2013 as partial consideration for the consummation of the transactions contemplated by the
MCE Contribution Agreement is incorporated herein by reference. The Common Units were issued in reliance on an exemption from registration under Section&nbsp;4(a)(2) of the Securities Act </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation of Bylaws; Changes in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Amendment to
Partnership Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with the Contribution, on November&nbsp;12, 2013, the General Partner entered into an
amendment (the &#147;<B><I>NSLP Amendment</I></B>&#148;) to the Partnership Agreement. The NSLP Amendment provides for a modification in the payments to be made in respect of the Partnership&#146;s incentive distribution rights. Following the NSLP
Amendment, in the event that the amount of incentive distributions payable with respect to any quarter exceeds the amount of incentive distributions that would have been paid to holders of the incentive distribution rights had the Partnership not
received cash distributions from MCE LP with respect to such quarter and not issued any Common Units in consideration for the Contribution, payments to the holders of the incentive distribution rights will be reduced by the amount of such excess,
and such excess amount shall be reserved by the General Partner for use in supporting the growth of the Partnership&#146;s business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
NSLP Amendment also contains certain adjustments to the tax provisions of the Partnership Agreement related to capital accounts and allocations to, among other items, give effect to the foregoing adjustment to the Partnership&#146;s incentive
distribution rights. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>The foregoing description of the NSLP Amendment is not complete and is qualified in its
entirety by reference to the full text of the NSLP Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. </I></P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements. </B></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><I>(a)</I></TD>
<TD ALIGN="left" VALIGN="top"><I>Financial Statements of Businesses Acquired. </I></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Partnership will file the financial
statements as required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><I>(b)</I></TD>
<TD ALIGN="left" VALIGN="top"><I>Pro Forma Financial Information. </I></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Partnership will file the financial statements as
required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><I>(d)</I></TD>
<TD ALIGN="left" VALIGN="top"><I>Exhibits. </I></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:39.10pt; font-size:8pt; font-family:Times New Roman"><B>Exhibit&nbsp;No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description of Exhibit</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Contribution Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC, Signature Investments, LLC and MCE,
LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">First Amendment to the First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P., dated as of November 12, 2013.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;4.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Registration Rights Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC and Signature Investments,
LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Option Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian and Signature Investments, LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Agreement of Limited Partnership of MCE, LP, dated as of November 12, 2013.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Director Designation Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P., New Source Energy GP, LLC Deylau, LLC and Signature Investments, LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Fourth Amendment to Credit Agreement, dated as of November&nbsp;12, 2013, by and among New Source Energy Partners L.P., as borrower, Bank of Montreal, as administrative agent, and the other lenders party thereto.</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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 thereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="47%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="47%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"><B>New Source Energy Partners L.P.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By: <B></B></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">N<B>ew Source Energy GP, LLC,</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">its general
partner</P></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: November 18, 2013</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Kristian B. Kos</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name: Kristian B. Kos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title: President and Chief Executive Officer</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:39.10pt; font-size:8pt; font-family:Times New Roman"><B>Exhibit&nbsp;No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description of Exhibit</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Contribution Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC, Signature Investments, LLC and MCE,
LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">First Amendment to the First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P., dated as of November 12, 2013.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;4.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Registration Rights Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC and Signature Investments,
LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Option Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian and Signature Investments, LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Agreement of Limited Partnership of MCE, LP, dated as of November 12, 2013.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Director Designation Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P., New Source Energy GP, LLC Deylau, LLC and Signature Investments, LLC.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Fourth Amendment to Credit Agreement, dated as of November 12, 2013, by and among New Source Energy Partners L.P., as borrower, Bank of Montreal, as administrative agent, and the other lenders party thereto.</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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Form 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): November 12, 2013
NEW SOURCE ENERGY PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware
001-35809
38-3888132
( State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
914 North Broadway, Suite 230
Oklahoma City, Oklahoma 73102
(405) 272-3028
(Address
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Not Applicable.
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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
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¨
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¨
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¨
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¨
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ITEM 1.01
Entry into a Material Definitive Agreement.
Contribution Agreement
On November 12, 2013, New Source Energy Partners L.P., a Delaware limited partnership (the "
Partnership
"), entered
into a contribution agreement (the "
MCE Contribution Agreement
") with certain individuals, including Kristian B. Kos ("
Mr. Kos
"), the President and Chief Executive Officer of New Source Energy GP, LLC,
the general partner of the Partnership (the "
General Partner
"), (collectively, the "
MCE Owners
"), and MCE, LLC, a Delaware limited liability company ("
MCE LLC
" and, together
with the MCE Owners, the "
MCE Parties
"). MCE LP is an oilfield services company that specializes in increasing efficiencies and safety in drilling and completion processes, such as the installation and pressure-testing of
blowout preventers.
Pursuant to the MCE Contribution Agreement, the MCE Parties contributed (the "
Contribution
")
all of the limited partnership interests in MCE, LP, a Delaware limited partnership ("
MCE LP
"), and all of the membership interests in MCE GP, LLC, a Delaware limited liability company and the general partner of MCE LP
("
MCE GP
" and, together with MCE LP, the "
Acquired Companies
"), for approximately $43.6 million in total initial consideration, which consisted of approximately $3.8 million in cash and 1,847,265
common units representing limited partner interests in the Partnership (the "
Common Units
"), valued using a volume weighted average trading price for the period between August 21, 2013 and November 11, 2013 of
$21.55 per Common Unit. The Partnership also agreed to issue 99,768 Common Units, valued at $21.55 per Common Unit to certain employees of MCE LP under the Partnership's long-term incentive plan, for aggregate total consideration of
approximately $45.7 million.
The MCE Owners are also entitled under the MCE Contribution Agreement to receive additional Common Units in
the second quarter of 2015 based on a specified multiple of the annualized EBITDA of the Acquired Companies for the trailing nine month period ended March 31, 2015, less certain adjustments, as set forth in the MCE Contribution Agreement (the
"
Earn-out Common Units
"), which is subject to a $120 million cap on the aggregate total consideration paid for the Acquired Companies.
In addition to the aggregate total consideration paid by the Partnership for the Acquired Companies, certain of the MCE Owners retained Class
B Units in MCE LP following the Contribution, which entitle the holders to receive incentive distributions of cash distributed by MCE LP above specified thresholds in increasing amounts, up to a maximum of 50% at the highest level of incentive
distribution. For more information regarding the Class B Units of MCE LP, please read "—MCE Partnership Agreement."
The
MCE Contribution Agreement also contains representations, warranties, covenants and indemnification provisions that are typical for transactions of this nature. The effective date of the acquisition of the Acquired Companies is November 1,
2013.
The foregoing summary of the MCE Contribution Agreement does not purport to be complete, and is qualified in its entirety by
reference to the full text of the MCE Contribution Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Option Agreement
On
November 12, 2013, in connection with the MCE Contribution Agreement, the Partnership entered into an option agreement (the "
Option Agreement
") with Mr. Kos and certain other MCE Owners (collectively, the
"
Option Grantors
"), and Torus Energy Services, LLC, an Oklahoma limited liability company ("
Torus
" and together with the Option Grantors, the "
Option Parties
"). Torus owns
MidCentral Completion Services, LLC, an Oklahoma limited liability company ("
MidCentral Services
"). MidCentral Services is an oilfield completion services company complementary to the business operations of MCE LP.
1
Pursuant to the Option Agreement, the Option Parties granted the Partnership the right to require
Torus to cause all of the outstanding limited liability company interests (the "
Option Interest
") in MidCentral Services to be contributed to the Partnership and assigned, transferred and delivered to MCE LP (the
"
Option
"). The Partnership may exercise the Option by written notice at any time within 60 days of receiving a favorable Private Letter Ruling from the United States Internal Revenue Service regarding the gross income of
MidCentral Services. If the Partnership does not exercise the Option, the Option Agreement will automatically terminate on the earlier of (i) the day following the end of such 60-day period and (ii) May 31, 2015. If the Partnership
exercises the Option, the parties have agreed to negotiate in good faith a contribution or similar agreement (the "
MidCentral Services Contribution Agreement
") related to the conveyance of the Option Interest, with terms and
provisions substantially similar to those contained in the MCE Contribution Agreement, including the valuation methodology for the initial consideration and earn-out amounts. The Option Agreement also contains representations, warranties and
covenants that are typical for transactions of this nature.
The foregoing summary of the Option Agreement does not purport to be
complete, and is qualified in its entirety by reference to the full text of the Option Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
MCE Partnership Agreement
On
November 12, 2013, in connection with the Contribution, the agreement of limited partnership of MCE LP was amended and restated to, among other things, create Class A Units ("
Class A Units
") and Class B Units
("
Class B Units
") of MCE LP (as so amended and restated, the "
MCE Partnership Agreement
"). Deylau, LLC, a Delaware limited liability company wholly-owned by Mr. Kos
("
Deylau
") and Signature Investments, LLC, an Oklahoma limited liability company wholly-owned by Dikran Tourian ("
Signature
"), the President of MCE GP and one of the MCE Owners ("
Mr.
Tourian
"), retained the Class B Units, which entitle the holders to receive incentive distributions of cash distributed by MCE LP above specified thresholds in increasing amounts, up to a maximum of 50% at the highest level of incentive
distribution. The Partnership holds all of the Class A Units, which are entitled to all cash distributed by MCE LP other than the incentive distributions made in respect of the Class B Units.
Additionally, at any time when MCE LP has made cash distributions to the holders of the Class B Units at the highest level of incentive
distribution for each of the prior four consecutive fiscal quarters, the holders of the Class B Units have the right under the MCE Partnership Agreement to elect (a "
Reset Election
") to relinquish the right to receive
incentive distribution payments based on the initial cash target distribution levels and to "reset," at higher levels, the minimum quarterly distribution amount and cash target distribution levels upon which the incentive distribution
payments on the Class B Units would be set. In exchange for resetting the minimum quarterly distribution and target distribution levels, the holders of the Class B Units would receive consideration in an amount based on a predetermined formula that
takes into account the "cash parity" value of the recent cash distributions related to the Class B Units prior to the reset event. Upon making a Reset Election, the holders of the Class B Units are entitled to
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consideration equal to the quotient obtained by dividing (i) the lesser of (a) the average distribution per unit received on the Class B Units for the two full quarters preceding the
Reset Election and (b) the distribution per unit received on the Class B Units for the quarter preceding the Reset Election, and (ii) the most recently quarterly distribution on the Common Units, multiplied by the volume weighted average
trading price of the Common Units for the twenty-day period prior to the Reset Election. The Partnership may satisfy this consideration requirement in cash, newly issued Common Units or a combination thereof in its sole discretion.
The foregoing description of the MCE Partnership Agreement is not complete and is qualified in its entirety by reference to the full text
of the MCE Partnership Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights Agreement
On November 12, 2013, in connection with the MCE Contribution Agreement, the Partnership and the MCE Owners entered into a
Registration Rights Agreement (the "
Registration Rights Agreement
"), which granted certain registration rights to the MCE Owners, including rights to (a) cause the Partnership to file with the Securities and Exchange
Commission up to three shelf registration statements under the Securities Act of 1933, as amended (the "
Securities Act
") for (i) resales of the Common Units issued to the MCE Owners under the MCE Contribution Agreement,
(ii) resales of any Earn-out Common Units issued to the MCE Owners and (iii) resales of any Common Units issued in connection with a reset of the Class B Units, and (b) participate in future underwritten public offerings of the
Partnership's Common Units.
Mr. Kos and Mr. Tourian (collectively, the "
Demand
Rights Holders
") may exercise their right to request that a shelf registration statement be filed any time on or after satisfaction of the Registration Criteria (as that term is defined in the Registration Rights Agreement). In
addition, the Partnership has agreed to use commercially reasonable efforts to (a) prepare and file a shelf registration statement within 30 days of receiving a request from the Demand Rights Holders and (b) cause the shelf registration
statement to be declared effective by the Securities and Exchange Commission no later than 180 days after its filing. The Registration Rights Agreement contains customary representations, warranties and covenants, and customary provisions regarding
rights of indemnification between the parties with respect to certain applicable securities law liabilities.
The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Director Designation Agreement
On November 12, 2013, in connection with the MCE Contribution Agreement, the Partnership and the General Partner entered into a Director
Designation Agreement (the "
Director Designation Agreement
") with Deylau and Signature (the "
Designators
"). Pursuant to the Director Designation Agreement, Deylau, in its capacity as the controlling
member of the General Partner, agreed to expand the size of the Board of Directors of the General Partner (the "
Board
") from six to seven directors and to appoint an individual designated by the Designators to the Board (the
"
Designated Director
"). Such Designated
3
Director will hold office until (i) his or her term expires and such Designated Director's successor designated by the Designators has been appointed or (ii) such Designated
Director's earlier death, resignation or removal. The Designators' designation rights terminate at such time that the Designators and their respective affiliates collectively hold fewer than 50 Class B Units. Pursuant to the Director
Designation Agreement, the Partnership, the General Partner and the Designators agreed that the initial Designated Director nominee shall be Mr. Tourian, whom the Partnership expects to be appointed to the Board once the Board has completed its
customary review process.
The foregoing description of the Director Designation Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Director Designation Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Fourth Amendment to Credit Agreement
On November 12, 2013, the Partnership entered into a Fourth Amendment (the "
Fourth Amendment
") to
its Credit Agreement dated as of February 13, 2013, by and among the Partnership, as borrower, Bank of Montreal, as administrative agent, and the other lenders party thereto (the "
Credit Agreement
"). The Fourth Amendment
amends certain provisions of the Credit Agreement with respect to the transactions contemplated by the MCE Contribution Agreement. The Fourth Amendment, among other things, provides that (i) neither of the Acquired Companies is a
"Subsidiary" for the purposes of the Credit Agreement, (ii) the Partnership may include actual cash dividends paid by MCE LP to the Partnership in the Partnership's calculation of financial covenants, (iii) the Partnership
may use proceeds of the Credit Agreement to make permitted Investments in the Acquired Companies and (iv) future Investments in the Acquired Companies may be made with (a) proceeds of the sales of the Partnership's Common Units or
(b) in an amount not to exceed $5,000,000 in any twelve month period (without regard to any investments made pursuant to clause (a)), in each case, subject to certain limitations.
The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the full text of the
Fourth Amendment, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Material
Relationships Among the Parties
Mr. Kos, President and Chief Executive Officer of the General Partner and a member of the
Board, through his 100% ownership interest of Deylau, owned approximately 36% of the outstanding membership interests in MCE LLC, the contributor of the Acquired Companies. In addition, Mr. Kos, through his 100% ownership interest of Deylau,
owns approximately 50% of the outstanding membership interests in Torus, the owner of the Option Interest.
After giving effect to the
Contribution, Mr. Kos and entities he controls collectively own (i) 69.4% of the General Partner and (ii) 799,689 Common Units, for an aggregate limited partner interest in the Partnership of approximately 6.8%. In addition, after
giving effect to the Contribution, Mr. Tourian, one of the MCE Owners and the initial Designated Director nominee pursuant to the Director Designation Agreement, owns 665,939 Common Units through his 100% ownership interest of Signature. As a
result, Mr. Tourian, through Signature, owns a limited partner interest in the Partnership of approximately 5.8%.
4
The conflicts committee of the Board reviewed the Contribution and related terms and agreements,
engaged and consulted with independent financial and legal advisors with respect thereto, and granted "special approval" with respect to the MCE Contribution Agreement pursuant to the Partnership's First Amended and Restated Agreement
of Limited Partnership (the "
Partnership Agreement
"). The Board approved the Contribution based on the approval and recommendation of its conflicts committee, which consists of two directors meeting the Partnership's
independence criteria and the New York Stock Exchange's listing standards for independence.
ITEM 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth under
Item 1.01 above under the heading "Contribution Agreement" with respect to the acquisition by the Partnership of the Acquired Companies from the MCE Parties pursuant to the Contribution Agreement is incorporated herein by reference.
ITEM 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above under the heading "Fourth Amendment to Credit Agreement" is incorporated herein
by reference.
ITEM 3.02
Unregistered Sales of Equity Securities.
The information set forth under Item 1.01
above under the heading "Contribution Agreement" regarding the issuance by the Partnership of Common Units to the MCE Owners on November 12, 2013 as partial consideration for the consummation of the transactions contemplated by the
MCE Contribution Agreement is incorporated herein by reference. The Common Units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act
ITEM 5.03
Amendments to Articles of Incorporation of Bylaws; Changes in Fiscal Year.
Amendment to
Partnership Agreement
In connection with the Contribution, on November 12, 2013, the General Partner entered into an
amendment (the "
NSLP Amendment
") to the Partnership Agreement. The NSLP Amendment provides for a modification in the payments to be made in respect of the Partnership's incentive distribution rights. Following the NSLP
Amendment, in the event that the amount of incentive distributions payable with respect to any quarter exceeds the amount of incentive distributions that would have been paid to holders of the incentive distribution rights had the Partnership not
received cash distributions from MCE LP with respect to such quarter and not issued any Common Units in consideration for the Contribution, payments to the holders of the incentive distribution rights will be reduced by the amount of such excess,
and such excess amount shall be reserved by the General Partner for use in supporting the growth of the Partnership's business.
The
NSLP Amendment also contains certain adjustments to the tax provisions of the Partnership Agreement related to capital accounts and allocations to, among other items, give effect to the foregoing adjustment to the Partnership's incentive
distribution rights.
5
The foregoing description of the NSLP Amendment is not complete and is qualified in its
entirety by reference to the full text of the NSLP Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01
Financial Statements.
(a)
Financial Statements of Businesses Acquired.
The Partnership will file the financial
statements as required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information.
The Partnership will file the financial statements as
required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d)
Exhibits.
Exhibit No.
Description of Exhibit
2.1
Contribution Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC, Signature Investments, LLC and MCE,
LLC.
3.1
First Amendment to the First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P., dated as of November 12, 2013.
4.1
Registration Rights Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC and Signature Investments,
LLC.
10.1
Option Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian and Signature Investments, LLC.
10.2
Amended and Restated Agreement of Limited Partnership of MCE, LP, dated as of November 12, 2013.
10.3
Director Designation Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P., New Source Energy GP, LLC Deylau, LLC and Signature Investments, LLC.
10.4
Fourth Amendment to Credit Agreement, dated as of November 12, 2013, by and among New Source Energy Partners L.P., as borrower, Bank of Montreal, as administrative agent, and the other lenders party thereto.
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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 thereunto duly authorized.
New Source Energy Partners L.P.
By:
N
ew Source Energy GP, LLC,
its general
partner
Date: November 18, 2013
By:
/s/ Kristian B. Kos
Name: Kristian B. Kos
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
Description of Exhibit
2.1
Contribution Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC, Signature Investments, LLC and MCE,
LLC.
3.1
First Amendment to the First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P., dated as of November 12, 2013.
4.1
Registration Rights Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian, Danny R. Pickelsimer, Antranik Armoudian, Deylau, LLC and Signature Investments,
LLC.
10.1
Option Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P. and Kristian B. Kos, Dikran Tourian and Signature Investments, LLC.
10.2
Amended and Restated Agreement of Limited Partnership of MCE, LP, dated as of November 12, 2013.
10.3
Director Designation Agreement, dated as of November 12, 2013, by and between New Source Energy Partners L.P., New Source Energy GP, LLC Deylau, LLC and Signature Investments, LLC.
10.4
Fourth Amendment to Credit Agreement, dated as of November 12, 2013, by and among New Source Energy Partners L.P., as borrower, Bank of Montreal, as administrative agent, and the other lenders party thereto.
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