Eagle Rock Energy Partners, L.P. (“Eagle Rock”) (NASDAQ:EROC) today
declared that the Board of Directors approved, contingent on the
closing of the merger (the “Merger”) with a subsidiary of Vanguard
Natural Resources, LLC (“Vanguard”), a prorated third quarter 2015
cash distribution for the months of July and August
of $0.0467 per outstanding common unit (including
eligible restricted common units), equivalent
to $0.2802 on an annualized basis. The distribution is
expressly conditioned upon the closing of the Merger on or before
October 14, 2015. If the Merger is completed as Eagle Rock
currently expects, the distribution will be paid on October
15, 2015 to all unitholders of record as of the close of
business on October 5, 2015.
Eagle Rock has declared this prorated quarterly distribution for
the months of July and August 2015 because Vanguard pays
distributions on a monthly basis. After completion of the Merger,
in addition to the aforementioned one-time two-month prorated
distribution, Eagle Rock unitholders will be entitled to receive
future distributions as declared and paid on their Vanguard common
units received in the Merger and held through the applicable
distribution record date. If the Merger is completed as Eagle Rock
currently expects, Eagle Rock expects Vanguard’s first regular
distribution to former Eagle Rock unitholders to be for the month
of September 2015.
As previously announced on May 21, 2015, Eagle Rock and Vanguard
signed a definitive merger agreement pursuant to which Vanguard
will acquire Eagle Rock in a unit for unit exchange. The Merger is
subject to customary closing conditions, including the approval of
Eagle Rock and Vanguard unitholders, and is expected to close on
October 8, 2015.
Additional Information about the Proposed
Transactions
This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger, Vanguard has filed with the SEC a registration
statement on Form S-4 that included a Joint
Proxy Statement of Vanguard and Eagle Rock and
a Prospectus of Vanguard. Each of Eagle Rock and Vanguard
also plan to file other relevant documents with the SEC regarding
the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus and other documents through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Vanguard are available free of
charge on Vanguard’s internet website at
http://www.vnrllc.com or by contacting Vanguard’s Investor
Relations Department by email at
investorrelations@vnrllc.com or by phone at (832) 327-2234.
Copies of the documents filed with the SEC by Eagle Rock are
available free of charge on Eagle Rock’s internet website at
http://www.eaglerockenergy.com or by contacting Eagle Rock’s
Investor Relations Department by email at info@eaglerockenergy.com
or by phone at (281) 408-1203.
Participants in the Solicitation
Vanguard, Eagle Rock, and their respective directors, executive
officers and other members of their management and employees may be
deemed to be “participants” in the solicitation of proxies in
connection with the proposed merger. Investors and security holders
may obtain information regarding Vanguard’s directors, executive
officers and other members of its management and employees in
Vanguard’s Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on
March 2, 2015, Vanguard’s proxy statement for its 2015 annual
meeting, which was filed with the SEC on April 20, 2015, and
any subsequent statements of changes in beneficial ownership on
file with the SEC. Investors and security holders may obtain
information regarding Eagle Rock’s directors, executive officers
and other members of their management and employees in Eagle Rock’s
Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on
March 2, 2015, Eagle Rock’s proxy statement for its annual
meeting, which was filed with the SEC on March 31, 2015 and
any subsequent statements of changes in beneficial ownership on
file with the SEC. These documents can be obtained free of charge
from the sources listed above. Additional information regarding the
direct and indirect interests of these individuals is included in
the joint proxy statement/prospectus regarding the proposed
transaction.
Cautionary Statement Regarding Forward-Looking
Information
This communication includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933. All
statements other than historical facts, including, without
limitation, statements regarding the expected benefits of the
proposed transaction to Vanguard and Eagle Rock and their
unitholders, the anticipated completion of the proposed transaction
or the timing thereof, the expected future reserves, production,
financial position, business strategy, revenues, earnings, costs,
capital expenditures and debt levels of the combined company, and
plans and objectives of management for future operations, are
forward-looking statements. When used in this press release, words
such as we “may,” “can,” “expect,” “intend,” “plan,” “estimate,”
“anticipate,” “predict,” “project,” “foresee,” “believe,” “will” or
“should,” “would,” “could,” or the negative thereof or variations
thereon or similar terminology are generally intended to identify
forward-looking statements. It is uncertain whether the events
anticipated will transpire, or if they do occur what impact they
will have on the results of operations and financial condition of
Vanguard, Eagle Rock or of the combined company. Such
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed in, or implied by, such statements. These risks and
uncertainties include, but are not limited to: the ability to
obtain unitholder approval of the proposed transaction; the ability
to complete the proposed transaction on anticipated terms and
timetable; Vanguard’s and Eagle Rock’s ability to integrate
successfully after the transaction and achieve anticipated benefits
from the proposed transaction; the possibility that various closing
conditions for the transaction may not be satisfied or waived;
risks relating to any unforeseen liabilities of Vanguard or Eagle
Rock; declines in oil, NGL or natural gas prices; the level of
success in exploitation, development and production activities;
adverse weather conditions that may negatively impact development
or production activities; the timing of exploitation and
development expenditures; inaccuracies of reserve estimates or
assumptions underlying them; revisions to reserve estimates as a
result of changes in commodity prices; impacts to financial
statements as a result of impairment write-downs; risks related to
level of indebtedness and periodic redeterminations of the
borrowing base under Vanguard’s and Eagle Rock’s credit agreements;
the ability of Vanguard and Eagle Rock to comply with covenants
contained in the agreements governing their indebtedness; ability
to generate sufficient cash flows from operations to meet the
internally funded portion of any capital expenditures budget;
ability to obtain external capital to finance exploitation and
development operations and acquisitions; federal, state and local
initiatives and efforts relating to the regulation of hydraulic
fracturing; failure of properties to yield oil or gas in
commercially viable quantities; uninsured or underinsured losses
resulting from oil and gas operations; inability to access oil and
gas markets due to market conditions or operational impediments;
the impact and costs of compliance with laws and regulations
governing oil and gas operations; ability to replace oil and
natural gas reserves; any loss of senior management or technical
personnel; competition in the oil and gas industry; risks arising
out of hedging transactions. Eagle Rock and Vanguard caution that
the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors are contained
in Eagle Rock’s and Vanguard’s Annual Reports on Form 10-K for
the period ended December 31, 2014, subsequent Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K,
and other SEC filings, which are available at the SEC’s website,
http://www.sec.gov. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of
their dates. Except as required by law, neither Vanguard nor Eagle
Rock intends to update or revise its forward-looking statements,
whether as a result of new information, future events or
otherwise.
About Eagle Rock Energy Partners, L.P.
Eagle Rock Energy Partners, L.P. is a publicly traded
partnership engaged in the acquisition, production and development
of onshore crude oil and natural gas properties in the United
States. Eagle Rock is headquartered in Houston, Texas. For more
information, visit Eagle Rock’s website at
www.eaglerockenergy.com.
Investor Contacts:
Eagle Rock Energy Partners, L.P.
Investor Relations Contact
Chad Knips, 281-408-1203
Director, Corporate Finance and Investor Relations
c.knips@EagleRockEnergy.com
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