UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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): ~~September~~October 1814, 2014

REEF OIL & GAS DRILLING AND INCOME FUND, L.P.

(Exact Name of registrant as specified in its charter)

Texas		333-172846		32-0388630
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1901 N. Central Expressway, Suite 300

Richardson, Texas

75080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 437-6792

Not Applicable

(Former name or former address, if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On October 14, 2014, Reef Oil & Gas Drilling and Income Fund, L.P. (the “Registrant”) and Arbol Resources, Inc. (“Arbol”) completed the transactions contemplated by that certain Purchase and Sale Agreement, dated September 18, 2014, by and among the Registrant and Arbol (the “Acquisition”). Upon the effectiveness of the Acquisition, the Registrant purchased from Arbol certain oil and gas working interests in La Salle and Frio Counties, Texas (the “Purchased Interests”).

Item 1.01 Entry into a Material Definitive Agreement.

On ~~September~~October 1814, 2014, ~~Reef~~in ~~Oil &~~connection ~~Gas~~with ~~Drilling~~the ~~and Income Fund~~Acquisition, ~~L.P. (~~the “Registrant”) entered into a ~~Purchase~~Credit ~~and Sale~~ Agreement (the “~~Purchase~~Credit Agreement”) with ~~Arbol~~Texas ~~Resources~~Capital Bank, ~~Inc~~ N.A. (“~~Arbol~~Lender”)~~. The Purchase Agreement provides that~~, ~~upon~~and ~~the~~a ~~terms~~related ~~and~~a ~~subject~~promissory tonote (the ~~conditions~~“Promissory ~~set~~Note”). ~~forth~~The inCredit ~~the Purchase~~ Agreement, ~~the~~provides ~~Registrant~~for ~~will~~a ~~purchase~~secured ~~from~~revolving ~~Arbol~~commitment ~~certain~~of ~~oil~~up ~~and~~to ~~gas~~the ~~working~~borrowing ~~interests~~base inunder Lathe ~~Salle~~Credit ~~and~~Agreement ~~Frio Counties, Texas~~ (the “~~Purchased~~Borrowing ~~Interests~~Base”), ~~for an initial purchase price of $11.25 million,~~ subject to ~~certain adjustments, including (i) adjustments for certain liabilities incurred on and revenues generated by~~ the ~~Purchased~~terms ~~Interests since April 1, 2014~~ and ~~(ii) certain~~limitations ~~adjustments~~described ~~related~~below. toThe ~~environmental~~Borrowing ~~and~~Base ~~title~~is ~~defects~~determined ~~found~~at by the ~~Registrant~~sole ~~prior~~discretion toof ~~closing~~ the ~~acquisition.~~Lender ~~The~~in ~~Purchased~~accordance ~~Interests~~with ~~include~~its ~~interests~~customary inpractices 67and ~~producing~~standards ~~oil~~ and ~~gas~~shall ~~wells,~~never ~~five~~exceed ~~wells~~$100.0 ~~that~~million. ~~have~~At ~~been~~October 14, ~~drilled or are being drilled~~2014, ~~but~~the ~~have~~Borrowing ~~not~~Base ~~yet~~was ~~been~~equal ~~completed,~~to ~~and~~$4.0 anmillion. ~~estimated~~The ~~108~~Borrowing ~~drilling~~Base ~~locations~~will ~~on which wells may~~ be ~~drilled~~reduced inmonthly ~~the~~by ~~future~~$50,000, ~~each~~unless ofotherwise ~~which~~redetermined ~~are~~by ~~located~~the Lender in ~~the~~accordance ~~Eagle~~with ~~Ford~~the ~~Shale~~Credit Agreement. The ~~Registrant~~Borrowing ~~expects~~Base tois ~~finance~~subject ato ~~portion~~semi-annual ofredetermination by the ~~initial purchase price from a third party~~Lender. Additionally, the ~~Registrant~~Credit ~~expects~~Agreement ~~that~~includes ~~drilling~~a ~~activities on the properties will be conducted over approximately seven years~~$500,000 ~~with~~sub-limit ~~the~~for ~~exact~~letters ~~timing~~ of ~~such~~credit. ~~drilling~~The ~~activities~~commitment tounder bethe ~~determined~~Credit byAgreement ~~the operator~~terminates, and ~~that~~the ~~estimated~~Promissory ~~drilling~~note ~~and~~matures, ~~development~~on ~~costs~~October 14, of2017. ~~the~~Any ~~108~~unpaid ~~undrilled~~principal ~~locations,~~and ~~net~~interest toshall ~~the~~become ~~Registrant,~~due ~~will~~and ~~total~~payable ~~approximately~~on ~~$20~~such ~~million over the period~~date.

~~The~~Outstanding ~~Registrant~~borrowings ~~and~~under ~~Arbol have made customary representations and warranties and agreed to customary covenants in~~ the ~~Purchase~~Credit Agreement. ~~Among~~accrue ~~other~~interest ~~things,~~at ~~Arbol~~the islesser ~~required~~of ~~to:~~ (i) ~~subject~~a tobase ~~certain~~rate ~~exceptions,~~plus ~~conduct~~2.00% ~~its~~or ~~business on~~ (ii) the ~~Purchased~~highest ~~Interests~~lawful ininterest ~~the~~rate ~~ordinary~~permitted ~~course~~ in ~~all material respects during~~ the ~~interim~~State ~~period~~of ~~between~~Texas. ~~execution~~The ofbase ~~the~~rate ~~Purchase~~is ~~Agreement~~equal ~~and~~to the ~~consummation~~greater of ~~the acquisition,~~ (iia) ~~notify~~ the ~~Registrant~~U.S. ofprime ~~any~~rate ~~proposal~~as ~~made~~published byin the ~~operator~~Wall ofStreet ~~the~~Journal’s ~~Purchased~~“Money ~~Interests~~Rates” ~~related~~table toor ~~the Purchased Interests, and~~ (~~iii~~b) ~~not~~3.00%. ~~incur~~The ~~any~~Registrant ~~liabilities~~will orincur ~~obligations~~quarterly ~~related~~loan tocommitment ~~the~~fees ~~Purchased~~under ~~Interests,~~the ~~subject~~Credit toAgreement ~~certain~~at ~~exceptions~~a ~~set~~rate ~~forth~~ranging infrom ~~the Purchase Agreement~~0.50 ~~Arbol~~percent ~~has~~per ~~also~~annum ~~agreed~~on ~~to indemnify~~ the ~~Registrant~~unused ~~for~~balance ~~certain claims, including breaches~~ of the ~~Arbol~~Credit ~~representations and warranties~~Agreement.

~~Each~~Interest ~~party’s~~accrued ~~obligation~~on tooutstanding ~~close~~borrowings ~~the acquisition~~ is ~~subject~~payable tomonthly. ~~certain~~The ~~conditions,~~outstanding ~~including,~~principal ~~among others: (i) the other party’s representations~~ and ~~warranties~~accrued ~~being true~~ and ~~correct~~unpaid ~~(subject~~interest tothereon ~~certain~~may ~~materiality~~generally ~~thresholds~~be ~~and~~prepaid ~~(ii) the~~by ~~other party having performed in all material respects its obligations under~~ the ~~Purchase Agreement. The~~ Registrant ~~anticipates~~in ~~that~~whole ~~the~~or ~~closing~~in ofpart ~~the~~at ~~Purchase~~any ~~Agreement~~time ~~will~~and ~~take~~without ~~place~~premium on or ~~before~~penalty. On October 1314, 2014~~. However~~, the Registrant, onpaid the ~~one~~Lender ~~hand,~~a ~~and~~facility ~~Arbol,~~fee onof ~~the other hand~~$40,000 ~~can~~and ~~terminate~~is ~~the~~obligated ~~Purchase~~to ~~Agreement~~further ~~under certain conditions~~pay, ~~including~~upon ~~(a) if~~each ~~the~~determination ~~other~~of ~~party~~an ~~breaches~~increase in the ~~Purchase~~borrowing ~~Agreement~~base, ~~and~~a ~~such~~facility ~~breach~~fee ~~would result~~ in the ~~failure~~amount of ~~certain~~one ~~conditions~~percent ~~to closing,~~ (b1.00%) if of the ~~acquisition~~amount isby ~~not~~which ~~consummated~~the onBorrowing orBase ~~before~~is ~~October 13,~~increased ~~2014,~~over orthat ~~(c) the~~in ~~adjustment~~effect toon the ~~initial~~date ~~purchase~~of ~~price related to environmental and title defects would exceed $1~~determination.~~125 million.~~

The ~~foregoing~~Credit ~~description~~Agreement ofrequires the ~~Purchase~~maintenance ~~Agreement~~of iscertain ~~not~~financial acovenants, ~~complete~~including ~~description~~a ofminimum ~~all~~interest ofcoverage ~~the~~ratio ~~parties’~~and ~~rights~~a ~~and~~current ~~obligations~~ratio. ~~under~~Additionally, the ~~Purchase~~Credit Agreement ~~and~~contains isother ~~qualified~~customary incovenants, ~~its~~including, ~~entirety~~among byother ~~reference~~things, tocovenants restricting the ~~Purchase~~Registrant, ~~Agreement~~except ~~that~~under iscertain ~~filed~~conditions ~~with~~set ~~this~~forth ~~Current~~therein, ~~Report~~from (1) incurring liens on ~~Form~~any of its properties, (2) ~~8-K~~making ascertain ~~Exhibit~~types of investments, and (3) 2incurring additional indebtedness.1 Additionally, ~~which~~the isCredit ~~incorporated~~Agreement byplaces ~~reference~~limitations ~~herein~~on the Registrant’s ability to pay distributions to its investor partners.

The ~~Registrant~~Credit ~~desires~~Agreement tocontains ~~avail~~customary ~~itself~~events of ~~the~~default, ~~safe~~including, ~~harbor~~among ~~provisions~~other ofthings, ~~the~~non-payment ~~Private~~by ~~Securities~~any ~~Litigation~~borrower, ~~Reform~~non-compliance ~~Act~~with ofcertain ~~1995~~covenants (by the ~~“Act”)~~Registrant, ~~and~~the isbankruptcy ~~including~~filing ~~this~~of ~~cautionary~~the ~~statement~~Registrant, ~~for~~and ~~the~~a ~~express~~default ~~purpose~~by ofthe ~~availing~~Registrant ~~itself~~under ofcertain ~~the~~other ~~protection~~agreements ~~afforded~~related byto indebtedness of the ~~Act~~Registrant. ~~This~~Upon ~~report~~an onevent ~~Form 8-K~~of ~~contains~~default ~~certain~~under ~~forward~~the ~~looking~~Credit ~~statements~~Agreement, ~~including~~the ~~those~~Lender ~~regarding~~may, among other things, accelerate the ~~estimated~~maturity ~~total~~of ~~drilling~~any ~~and~~amounts ~~development~~outstanding ~~costs~~under the Credit Agreement and ~~expected~~terminate ~~acquisition~~any ~~funding~~commitments ~~sources,~~and obligations thereunder.

Borrowings under the Credit Agreement are secured by the assets of the Registrant and mortgages on properties valued at no less than 90% of the discounted value of the Registrant’s oil and gas properties used in determining the Borrowing Base. In connection therewith, the Registrant entered into a Security Agreement in favor of the Lender (the “Security Agreement”) on October 14, 2014. Additionally, the Registrant granted a Mortgage, Deed of Trust, Security Agreement, Fixture Filing, and Financing Statement (the “Deed of Trust”) to Brad Kraus, as Trustee, for the benefit of the Lender, pursuant to which certain of the Registrant’s oil and gas properties were mortgaged.

~~which~~In ~~are~~connection ~~subject~~with tothe ~~change. Generally~~Acquisition, ~~the~~on ~~words “anticipates”~~October 14, ~~“believes”~~2014, ~~“expects”,~~a ~~“plans”,~~principal ~~“may”,~~amount ~~“will”,~~of ~~“should”,~~$2.0 ~~“seeks”,~~million ~~“estimates”,~~was ~~“project”,~~borrowed ~~“predict”,~~under ~~“potential”,~~the ~~“continue”,~~Credit ~~“intends”~~Agreement, ~~and~~the ~~other~~proceeds ~~similar~~of ~~words~~which ~~identify~~were ~~forward-looking~~used ~~statements. The Registrant cautions readers not~~ to ~~place~~pay ~~undue~~a ~~reliance~~portion onof ~~forward-looking~~the ~~statements.~~purchase ~~The~~price ~~actual~~of ~~results~~the ~~may~~Purchased ~~differ materially from those described in any forward looking statements~~Interests. ABecause ~~number~~ of ~~risks~~certain ordebt ~~uncertainties~~restrictions ~~could~~contained ~~cause~~in ~~actual~~the ~~results~~Registrant’s toorganizational ~~differ~~documents, ~~materially~~the ~~from anticipated results. The~~ Registrant ~~intends~~is ~~its~~unable ~~forward-looking statements~~ to ~~speak~~borrow ~~only as of~~ the ~~time~~remaining ofamount ~~such~~available ~~statements,~~under ~~and~~Borrowing ~~does~~Base ~~not undertake to update or revise them~~ as ~~more~~of ~~information becomes available. Additional information concerning potential factors that could affect~~ the ~~forward-looking~~date ~~statements~~of isthis ~~included in the Registrant’s Form 10-K for the year ended December 31, 2013~~report.

The foregoing description of the Credit Agreement, the Security Agreement, and the Deed of Trust are not a complete descriptions of all of the parties’ rights and obligations under such agreements and are qualified in their entirety by reference to the Credit Agreement, the Security Agreement, and the Deed of Trust filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, and 10.3, respectively, and which are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 14, 2014, the Registrant and Arbol completed the Acquisition, whereby the Registrant purchased from Arbol the Purchased Interests for $11.90 million, subject to certain post-closing adjustments, including (i) adjustments for certain liabilities incurred on and revenues generated by the Purchased Interests since April 1, 2014 and (ii) certain adjustments related to environmental and title defects found by the Registrant prior to closing the acquisition. The Purchased Interests include interests in 67 producing oil and gas wells, five wells that have been drilled or are being drilled, but have not yet been completed, and estimated 108 drilling locations on which wells may be drilled in the future, each of which are located in the Eagle Ford Shale. The Registrant expects to finance a portion of the initial purchase price from a third party. Additionally, the Registrant expects that drilling activities on the properties will be conducted over approximately seven years, with the exact timing of such drilling activities to be determined by the operator, and that estimated drilling and development costs of the 108 undrilled locations, net to the Registrant, will total approximately $20 million over the period.

The description contained within this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2014 and 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 provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. As permitted by Form 8-K, the required financial statements related to the Purchased Interests will be filed under cover of an amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after this Form 8-K is required to be filed.

(b) Pro Forma Financial Information. As permitted by Form 8-K, the required pro forma financial information required to be filed in connection with the acquisition will be filed under cover of an amendment to this Form 8-K as soon as practicable, but no later than 71 calendar days after this Current Report on Form 8-K is required to be filed.

(d)

Exhibits

Exhibit
Number		Description
2.1		Purchase and Sale Agreement, dated as of September 18, 2014, between Reef Oil & Gas Drilling and Income Fund, L.P. and Arbol Resources, Inc.
10.1		Credit Agreement, dated October 14, 2014, by and between Reef Oil & Gas Drilling and Income Fund, L.P. and Texas Capital Bank, N.A.
10.2		Security Agreement, dated October 14, 2014, by Reef Oil & Gas Drilling and Income Fund, L.P. in favor of Texas Capital Bank, N.A.
10.3		Mortgage, Deed of Trust, Security Agreement, Fixture Filing, and Financing Statement, dated October 14, 2014, from Reef Oil & Gas Drilling and Income Fund, L.P. to Brad Kraus, as Trustee, for the benefit of Texas Capital Bank, N.A.

SIGNATURES

Pursuant to the requirement 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.

Dated: ~~September~~October 2420, 2014

	REEF OIL & GAS DRILLING AND INCOME FUND, L.P.,
	a Texas limited partnership
	(Registrant)

	By:	Reef Oil & Gas Partners, L.P.,
		its managing general partner

	By:	Reef Oil & Gas Partners, GP, LLC,
		its general partner


	By:	/s/ Michael J. Mauceli
		Michael J. Mauceli
		Manager

Exhibit Index

Exhibit
Number		Description
2.1		Purchase and Sale Agreement, dated as of September 18, 2014, between Reef Oil & Gas Drilling and Income Fund, L.P. and Arbol Resources, Inc.
10.1		Credit Agreement, dated October 14, 2014, by and between Reef Oil & Gas Drilling and Income Fund, L.P. and Texas Capital Bank, N.A.
10.2		Security Agreement, dated October 14, 2014, by Reef Oil & Gas Drilling and Income Fund, L.P. in favor of Texas Capital Bank, N.A.
10.3		Mortgage, Deed of Trust, Security Agreement, Fixture Filing, and Financing Statement, dated October 14, 2014, from Reef Oil & Gas Drilling and Income Fund, L.P. to Brad Kraus, as Trustee, for the benefit of Texas Capital Bank, N.A.

Filing Compare · Reef Oil & Gas Drilling & Income Fund, L.P.