Kinder Morgan Energy Partners, L.P. (NYSE: KMP) has priced a public secondary offering of 4,500,000 common limited partner interests at $57.15 per common unit.  The underwriters, Goldman Sachs, Citi, Barclays, and others have a 30-day option to purchase up to 675,000 additional common units to cover over-allotments.  The company will be raising more than $250 million.  Shares, or LP interests, are down 2% at $57.09 on triple average volume.

Vanguard Natural Resources, LLC (NYSE: VNR) priced its public secondary offering of 2.25 million shares (common units representing limited liability company interests) at $18.00 per unit.  Vanguard said it expects to receive net proceeds of approximately $38.5 million and it intends to use the net proceeds to redeem 250,000 common units from one of its unitholders, Nami Capital Partners, LLC, and to repay debt.  Citi, Wells Fargo Securities and RBC Capital Markets are the joint book-running managers for the offering and they have been granted a 30-day option to purchase up to an additional 337,500 common units.

Assured Guaranty Ltd. (NYSE: AGO) has announced an agreement to sell 23,924,000 common shares via a public secondary offering.  Assured Guaranty intends to use the net proceeds for general corporate purposes and to complete the external capital portion of the rating agency capital initiatives announced in November, but the company noted that it does not expect to complete the external reinsurance arrangement discussed then. UBS is the sole underwriter for the offering and it will have a 30-day option to purchase up to an additional 3,588,600 common shares to cover overallotments.  This will raise more than $500 million and shares are down 4.6% at $21.62 this morning.

U.S. Energy Corp. (NASDAQ: USEG) has announced a public secondary offering of 5,000,000 shares of common stock to fund its capital expenditure program through 2010, with specific emphasis on the expansion of its Williston Basin drilling program with Brigham Exploration Company and further drilling participation with PetroQuest Energy and Yuma Exploration.  SMH Capital Inc. is the sole book-running and lead manager and C.K. Cooper is co-manager, and these underwriters will have a 30-day option to purchase up to 750,000 additional shares of common stock to cover over-allotments.  This will raise approximately $30 million in gross funds and the stock is actually up 2.5% at $6.09.

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JON C. OGG

• American Axle (AXL) & Johnson Controls (JCI) both downgraded to Equal Weight at Lehman.
• Bankrate (RATE) raised to Buy at Merriman Curhan Ford.
• Cbeyond (CBEY) raised to Outperform at Wachovia.
• Discovery (DISCA) raised to Outperform at Wachovia.
• E*Trade (ETFC) downgraded to Sell from Neutral at B of A.
• Fannie Mae (FNM) estimates cut sharply at Goldman Sachs.
• KBR (KBR) raised to Buy at UBS.
• Research in Motion (RIMM) downgraded to Market Perform at Morgan Keegan.
• UAL (UAUA) downgraded to Equal Weight at Lehman.
• Vanguard Natural Resources (VNR) started as Buy at Jefferies.

Jon C. Ogg
December 3, 2007