As filed with the Securities and Exchange Commission on October
8, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT NO. 333-187553
UNDER THE SECURITIES ACT OF 1933
EAGLE
ROCK ENERGY PARTNERS, L.P.
EAGLE ROCK ENERGY FINANCE CORP.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware |
68-0629883 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
|
|
|
Scott W. Smith |
5847 San Felipe, Suite 3000 |
5847 San Felipe, Suite 3000 |
Houston, Texas 77057 |
Houston, Texas 77057 |
(832) 327-2255 |
(832) 327-2255 |
(Address, including zip code, and telephone |
(Name, address, including zip code, and telephone |
number, including area code, of registrant’s |
number, including area code, |
principal executive offices) |
of agent for service) |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
x Large accelerated filer |
¨ Accelerated filer |
¨ Non-accelerated filer |
¨ Smaller reporting company |
|
|
(Do not check if a smaller reporting company) |
|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates
to the following Registration Statement on Form S-3 (the “Registration Statements”), originally filed by Eagle Rock
Energy Partners, L.P., a Delaware limited partnership, and Eagle Rock Energy Finance Corp., a Delaware corporation (collectively,
“Eagle Rock”), with the Securities and Exchange Commission:
| · | Registration Statement No. 333-187553, filed on March 27, 2013, registering the offer and sale from time to time of common
units representing limited partner interests (the “Common Units”), partnership securities and debt securities, which
may be guaranteed by Eagle Rock Energy Finance Corp. and other direct or indirect subsidiaries of Eagle Rock, in an aggregate total
amount of $500,000,000. |
Pursuant to the Agreement and Plan of Merger,
dated as of May 21, 2015 (the “Merger Agreement”), by and among Eagle Rock, Eagle Rock Energy GP, L.P., Vanguard Natural
Resources, LLC (“Vanguard”) and Talon Merger Sub, LLC (“Merger Sub”), which is an indirect wholly owned
subsidiary of Vanguard, Merger Sub merged with and into Eagle Rock, with Eagle Rock continuing as the surviving entity, on October
8, 2015 (the “Merger”).
As a result of the completion of the transactions
contemplated by the Merger Agreement, Eagle Rock has terminated all offerings of securities pursuant to the Registration Statement.
In accordance with an undertaking made by Eagle Rock in the Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering,
Eagle Rock hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities Eagle Rock registered
but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK ENERGY PARTNERS, L.P. |
| | |
| By: | Eagle Rock Energy GP, L.P.,
its general partner |
| By: | Eagle Rock Energy G&P, LLC,
its general partner |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK ENERGY FINANCE CORP. |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK ENERGY G&P, LLC |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK ENERGY GP, L.P. |
| | |
| By: | Eagle Rock Energy G&P, LLC,
its general partner |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EROC PRODUCTION, LLC |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK MID-CONTINENT HOLDING, LLC |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| ESCAMBIA ASSET CO. LLC |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| ESCAMBIA OPERATING CO. LLC |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK MID-CONTINENT ASSET, LLC |
| | |
| By: | /s/ Scott W. Smith |
| | Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
|
EAGLE ROCK MID-CONTINENT OPERATING, LLC |
|
|
|
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. |
| | |
| By: | EROC Production, LLC,
its general partner |
| By: | Eagle Rock Energy Partners, L.P.,
its sole member |
| By: | Eagle Rock Energy GP, L.P.,
its general partner |
| By: | Eagle Rock Energy G&P, LLC,
its general partner |
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
|
EAGLE ROCK ENERGY ACQUISITION CO., INC. |
|
|
|
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
|
EAGLE ROCK ENERGY ACQUISITION CO. II, INC. |
|
|
|
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
|
EAGLE ROCK ENERGY G&P HOLDING, INC. |
|
|
|
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
|
EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. |
|
|
|
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
|
EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. |
|
|
|
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. |
| | |
| By: | Eagle Rock Upstream Development Company, Inc.,
its general partner |
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas on October 8, 2015.
| EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. |
| | |
| By: | Eagle Rock Upstream Development Company II, Inc.,
its general partner |
|
By: |
/s/ Scott W. Smith |
|
|
Name: Scott W. Smith
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed below by
the following persons in the capacities and on the dates indicated below.
/s/ Scott
W. Smith |
Chief Executive Officer and
Director (Principal Executive Officer) |
October 8, 2015 |
Scott W. Smith |
|
/s/ Richard A. Robert |
Executive Vice President and Chief |
October 8, 2015 |
Richard A. Robert |
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
|
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