Attached files
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8-K - FORM 8-K - EAGLE ROCK ENERGY PARTNERS L P | h70080e8vk.htm |
EX-10.1 - EX-10.1 - EAGLE ROCK ENERGY PARTNERS L P | h70080exv10w1.htm |
Exhibit 99.1
March 9, 2010
Eagle Rock Announces Amendment to Revolving Credit Facility in Support of the
Recapitalization and Related Transactions
HOUSTON Eagle Rock Energy Partners, L.P. (Eagle Rock or the Partnership) (NASDAQ: EROC)
today announced that the Partnership has secured an amendment under its revolving credit facility
to modify the definition of Change in Control in order to facilitate the proposed Partnership
restructuring pursuant to the Global Transaction Agreement filed on Form 8-K with the SEC on
January 12, 2010.
As previously disclosed regarding the option to acquire Eagle Rocks general partner entities (the
GP Acquisition Option) as outlined in the Global Transaction Agreement, Eagle Rock would have
needed an amendment of, or waiver under, its credit facility in order to exercise the GP
Acquisition Option prior to the renegotiation, refinancing, or termination of the credit facility.
On March 8th, Eagle Rock obtained a credit facility amendment that will allow the GP
Acquisition Option to be exercised without causing any prohibited Change in Control or other
event of default under the credit facility. As a result, the Conflicts Committee (the Conflicts
Committee) of Eagle Rocks Board now has much more flexibility on the timing of the exercise of
the GP Acquisition Option. This accelerates the likely timing of the acquisition of the General
Partner and the resulting governance changes that would entitle the Partnerships public
unitholders to vote on the independent Eagle Rock directors who will constitute a majority of the
Board.
In light of receiving the amendment, the Conflicts Committee currently intends to cause Eagle Rock
to exercise the GP Acquisition Option as soon as practicable after (i) the Global Transaction
Agreement and the transactions contemplated therein are approved by a majority of the common units
held by non-affiliates of Natural Gas Partners prior to the July 31, 2010 deadline in the credit
facility amendment and (ii) the Conflicts Committee has identified two additional director
candidates who have agreed to serve on Eagle Rocks Board.
As part of this amendment, Eagle Rock management has agreed to make a mandatory repayment of debt
of not less than $100 million using the proceeds from the sale of its minerals business, that is
contemplated in the Minerals Business Sale Agreement filed on Form 8-K with the SEC on December 21,
2009. Simultaneous with, and contingent upon the occurrence of, the proposed debt repayment, Eagle
Rock management and its lender group have agreed to reduce the total committed capital under the
Partnerships $971 million credit facility by $100 million, to $871 million. The amendment did not
involve a direct fee or changes to the credit facilitys pricing.
We are pleased to announce this amendment with our existing lender group and appreciate their
support in this important matter, said Joseph A. Mills, Eagle Rocks Chairman and Chief Executive
Officer. This amendment will allow our unit holders to
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realize one of the key benefits of the proposed recapitalization transactions on an accelerated
timeframe, should the transactions be approved by our unit holders.
Please refer to the Partnerships Form 8-K filed with the SEC on March 9, 2010 for the complete
amendment to the revolving credit facility.
About the Partnership
The Partnership is a growth-oriented master limited partnership engaged in three businesses: a)
midstream, which includes (i) gathering, compressing, treating, processing and transporting natural
gas; (ii) fractionating and transporting natural gas liquids; and (iii) marketing natural gas,
condensate and NGLs; b) upstream, which includes acquiring, exploiting, developing, and producing
interests in oil and natural gas properties; and c) minerals, which includes acquiring and managing
fee mineral and royalty interests, either through direct ownership or through investment in other
partnerships, in properties located in multiple producing trends across the United States. Its
corporate office is located in Houston, Texas.
Board and Board of Directors in this press release refer to the Board of Directors of the
general partner of the general partner of the Partnership.
Contacts:
Eagle Rock Energy Partners, L.P.
Jeff Wood, 281-408-1203
Senior Vice President and Chief Financial Officer
Jeff Wood, 281-408-1203
Senior Vice President and Chief Financial Officer
Adam Altsuler, 281-408-1350
Senior Financial Analyst
Senior Financial Analyst
Important Additional Information Regarding the Proposed Restructuring Transactions will be Filed
with the Securities and Exchange Commission (SEC):
In connection with the proposed recapitalization described in the Partnerships Current Report on
Form 8-K filed with the SEC on January 12, 2010, Eagle Rock has filed a preliminary proxy statement
and will file a definitive proxy statement and other documents with the SEC. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT EAGLE ROCK AND THE RECAPITALIZATION. Investors and
security holders may obtain copies of the definitive proxy statement and other documents that Eagle
Rock files with the SEC (when they are available) free of charge at the SECs web site at
http://www.sec.gov. The definitive proxy statement and other relevant documents may also be
obtained (when available) free of charge on Eagle Rocks web site at http://www.eaglerockenergy.com
or by directing a request to Eagle Rock Energy
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Partners, L.P., P.O. Box 2968, Houston, Texas 77252-2968, Attention: Investor Relations.
Eagle Rock and its directors, executive officers and other members of its management and employees
may be deemed participants in the solicitation of proxies from the unit holders of Eagle Rock in
connection with the proposed transactions. Information regarding the special interests of persons
who may be deemed to be such participants in the proposed transactions will be included in the
proxy statement when it becomes available. Information regarding the directors and executive
officers of Eagle Rock is also included in the Partnerships Annual Report on Form 10-K for the
year ended December 31, 2008, and will be included in the Partnerships Annual Report on Form 10-K
for the year ended December 31, 2009, when filed with the SEC, and in subsequent statements of
changes in beneficial ownership on file with the SEC. These documents are available free of charge
at the SECs web site at http://www.sec.gov and from Investor Relations at Eagle Rock as described
above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a valid
exemption from registration under, or a prospectus meeting the requirements of, the Securities Act
of 1933, as amended.
This news release may include forward-looking statements. All statements, other than statements
of historical facts, included in this press release that address activities, events or developments
that the Partnership expects, believes or anticipates will or may occur in the future are
forward-looking statements and speak only as of the date on which such statement is made. These
statements are based on certain assumptions made by the Partnership based on its experience and
perception of historical trends, current conditions, expected future developments and other factors
it believes are appropriate under the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of the Partnership,
which may cause the Partnerships actual results to differ materially from those implied or
expressed by the forward-looking statements. The Partnership assumes no obligation to update any
forward-looking statement as of any future date. For a detailed list of the Partnerships risk
factors, please consult the Partnerships Annual Report on Form 10-K, filed with the SEC for the
year ended December 31, 2008, the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2009, when filed with the SEC, and the Partnerships Forms 10-Q filed with the SEC for
subsequent quarters, as well as any other public filings and press releases.
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