Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - EAGLE ROCK ENERGY PARTNERS L P | ex99_2.htm |
| EX-99.1 - EXHIBIT 99.1 - EAGLE ROCK ENERGY PARTNERS L P | ex99_1.htm |
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 9, 2009 (November 7,
2009)
EAGLE
ROCK ENERGY PARTNERS, L.P.
(Exact
name of Registrant as specified in its charter)
|
Delaware
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001-33016
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68-0629883
|
||
|
(State
or other jurisdiction of incorporation or organization)
|
Commission
File Number
|
(I.R.S.
Employer Identification No.)
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16701
Greenspoint Park Drive, Suite 200
Houston,
Texas 77060
(Address
of principal executive offices, including zip code)
(281)
408-1200
(Registrant’s
telephone number, including area code)
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Regulation
FD Disclosure.
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On
November 9, 2009, Eagle Rock Energy Partners, L.P. (the “Partnership”) issued a
press release announcing that on November 7, 2009, the Conflicts Committee of
the Board of Directors of the general partner of the Partnership’s general
partner (the “Conflicts Committee”), received a joint proposal letter and term
sheet (the “Joint Proposal”) from Natural Gas Partners VII, L.P. and Natural Gas
Partners VIII, L.P. (collectively with certain of their affiliates, “NGP”) and
Black Stone Minerals Company, L.P. (collectively with certain of its affiliates,
“Black Stone”) setting forth revised terms and conditions of, and serving as a
replacement of, both NGP’s and Black Stone’s most recent individual proposals to
the Partnership.
A copy of
the Partnership’s press release is attached hereto as Exhibit 99.1 and a copy of
the Joint Proposal is attached hereto as Exhibit 99.2. Exhibits 99.1
and 99.2 are incorporated by reference herein.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
|
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99.1
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Press
Release of the Partnership dated November 9,
2009
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99.2
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NGP
and Black Stone Letter and Preliminary Term Sheet dated November 7,
2009
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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.
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EAGLE
ROCK ENERGY PARTNERS, L.P.
|
||
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By:
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Eagle
Rock Energy GP, L.P.,
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|
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its
general partner
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By:
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Eagle
Rock Energy G&P, LLC,
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its
general partner
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Date:
November 9, 2009
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By:
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/s/
Joseph A. Mills
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Joseph
A. Mills
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Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
|
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Press
Release of the Partnership dated November 9,
2009
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NGP
and Black Stone Letter and Preliminary Term Sheet dated November 7,
2009
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