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): January 26, 2015
EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
|
| | |
Delaware | 001-33016 | 68-0629883 |
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) |
1415 Louisiana Street, Suite 2700
Houston, Texas 77002
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On January 26, 2015, Eagle Rock Energy Partners, L.P. (the "Partnership") issued a press release announcing, among other things, its cash distribution for the quarter ended December 31, 2014.
In the press release, the Partnership disclosed that it will announce earnings for the quarter and year ended December 31, 2014 after the market closes on Wednesday, February 25, 2015, and hold an earnings conference call at 2:00 p.m. Eastern Time (1:00 p.m. Central Time) on Thursday, February 26, 2015. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report.
The information set forth in this Item 7.01 includes “forward-looking statements.” All statements, other than statements of historical facts, included in this Item 7.01 that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are based on certain assumptions made by the Partnership in reliance on its experience and perception of historical trends, current conditions, expected future developments and other factors the Partnership believes are appropriate under the circumstances. Such statements are inherently uncertain and are subject to a number of risks, many of which are beyond the Partnership's control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Partnership's actual results and plans could differ materially from those implied or expressed by any forward-looking statement.
The Partnership undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events. For a detailed list of the Partnership’s risk factors and other cautionary statements including without limitation risks related to volatility of commodity prices; market demand for crude oil, natural gas and natural gas liquids; the effectiveness of the Partnership’s hedging activities; the availability of local, intrastate and interstate transportation systems and other facilities to transport crude oil, natural gas and natural gas liquids; competition in the oil and gas industry; the Partnership’s ability to obtain credit and access the capital markets; general economic conditions; and the effects of government regulations and policies, please consult the Partnership’s Form 10-K, filed with the SEC for the year ended December 31, 2013, and the Partnership’s Forms 10-Q, filed with the SEC for subsequent quarters, as well as any other public filings and press releases.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being “furnished” pursuant to Item and 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Unit Sales and Repurchase Program
The Partnership further announced on January 26, 2015 that it had sold approximately 3.3 million Regency Energy Partners, L.P. (“RGP”) units received as part of the consideration for the Midstream Business Contribution, leaving approximately 5.0 million RGP units remaining. Proceeds from the sale of such RGP units were approximately $82 million, and these proceeds were used to fund the common unit repurchase program, pay down debt, and general corporate purposes. The Partnership also announced that, pursuant to its previously announced common unit repurchase program, as of January 23, 2015 the Partnership had repurchased approximately 8.5 million common units for a total consideration of approximately $22 million.
Distribution
On January 26, 2015, the Partnership issued a press release announcing, among other things, that it will pay a cash distribution of $0.07 per common unit (including eligible restricted common units) to all common unitholders (as to common units and eligible restricted common units), for the quarter ended December 31, 2014. The Partnership will pay this distribution on February 13, 2015 to its common unitholders (as to common units and eligible restricted common units) of record as of close of business on February 6, 2015.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
| |
99.1 | Press release dated January 26, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | | |
| 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 |
| | | |
Date: January 26, 2015 | By: | | /s/ Charles C. Boettcher |
| | | Charles C. Boettcher |
| | | Senior Vice President and General Counsel |
Exhibit Index
Exhibit No. Description
| |
99.1 | Press release dated January 26, 2015. |
January 26, 2015
EAGLE ROCK ANNOUNCES FOURTH QUARTER 2014 CASH DISTRIBUTION, UNIT REPURCHASE UPDATE AND EARNINGS RELEASE DATE
HOUSTON - Eagle Rock Energy Partners, L.P. (NASDAQ:EROC) (“Eagle Rock” or the “Partnership”) today declared that the Board of Directors approved a cash distribution for the quarter ended December 31, 2014 of $0.07 per common unit (including eligible restricted common units), equivalent to $0.28 per unit on an annualized basis. The distribution will be paid on Friday, February 13, 2015 to unitholders of record as of the close of business on Friday, February 6, 2015, and represents no change from the distribution of $0.07 per common unit paid with respect to the third quarter.
Management's future distribution recommendations are subject to change should the current commodity price environment persist or the Partnership's specific operations differ from expectations. All actual future distributions will be determined, declared and paid at the sole discretion of the Board of Directors.
Regency Unit Sale and Eagle Rock Repurchase Program
As of January 23, 2015, Eagle Rock had sold approximately 3.3 million Regency Energy Partners, L.P. (“RGP”) units received as part of the consideration for the Midstream Business Contribution, and proceeds were approximately $82 million. These proceeds were used to fund the common unit repurchase program, pay down debt, and for general corporate purposes. Eagle Rock may continue to sell the approximately 5.0 million remaining RGP units in order to further strengthen liquidity.
Pursuant to its previously announced common unit repurchase program, as of January 23, 2015 Eagle Rock had repurchased approximately 8.5 million units for a total consideration of approximately $22 million. These repurchase amounts are not indicative of Eagle Rock’s go-forward repurchasing plan, and any future repurchases will be at management’s discretion. The repurchase program does not obligate the Partnership to acquire any, or any specific number of, units and may be discontinued at any time.
Fourth Quarter and Full Year 2014 Earnings Release Date and Conference Call Information
The Partnership plans to report fourth quarter and full year 2014 financial and operating results after market close on Wednesday, February 25, 2015. The fourth quarter and full year 2014 earnings conference call will be held at 2:00 p.m. Eastern Time (1:00 p.m. Central Time) on Thursday, February 26, 2015.
Interested parties may listen to the earnings conference call live over the Internet or via telephone. To listen live over the Internet, participants are advised to log on to the Partnership's web site at www.eaglerockenergy.com and select the “Events & Presentations” sub-tab under the “Investor Relations” tab. To participate by telephone, the call in number is (877) 293-5457, conference ID 72079318. Participants are advised to dial into the call at least 15 minutes prior to the call. An audio replay of the conference call will also be available for thirty days by dialing (855) 859-2056, conference ID 72079318. In addition, a replay of the audio webcast will be available by accessing the Partnership's web site after the call is concluded.
About the Partnership
Eagle Rock is a growth-oriented master limited partnership engaged in (a) the exploitation, development, and production of oil and natural gas properties and (b) ancillary gathering, compressing, treating, processing and marketing services with respect to its production of natural gas, natural gas liquids, condensate and crude oil.
Contact:
Eagle Rock Energy Partners, L.P.
Bob Haines, 281-408-1303
Senior Vice President and Chief Financial Officer
Chad Knips, 281-408-1203
Director, Corporate Finance and Investor Relations
Forward-Looking Statements
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. These include, but are not limited to, risks related to volatility of commodity prices; market demand for crude oil, natural gas and natural gas liquids; the effectiveness of the Partnership's hedging activities; the availability of local, intrastate and interstate transportation systems and other facilities to transport crude oil, natural gas and natural gas liquids; competition in the oil and gas industry; the Partnership's ability to obtain credit and access the capital markets; general economic conditions; and the effects of government regulations and policies. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Partnership's actual results and plans could differ materially from those implied or expressed by any 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 Partnership's risk factors, please consult the Partnership's Form 10-K, filed with the SEC for the year ended December 31, 2013 and the Partnership's Forms 10-Q filed with the SEC for subsequent quarters, including the Form 10-Q filed for the quarter ended September 30, 2014, as well as any other public filings and press releases.
Qualified Notice to Nominees
This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of the Partnership’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not the Partnership, are treated as withholding
agents responsible for withholding distributions received by them on behalf of foreign investors.
(MM) (NASDAQ:EROC)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:EROC)
Historical Stock Chart
From Jul 2023 to Jul 2024
