Unitholders of Both Vanguard Natural Resources, LLC and Eagle Rock Energy Partners, L.P. Approve Merger and Common Unit Issua...
October 05 2015 - 1:00PM
Vanguard Natural Resources, LLC (NASDAQ:VNR) (“Vanguard”) and Eagle
Rock Energy Partners, L.P. (NASDAQ:EROC) (“Eagle Rock”) today
announced that the unitholders of Eagle Rock have approved the
proposed merger of Eagle Rock and Vanguard and that the unitholders
of Vanguard have approved the issuance of common units representing
limited liability company interests in Vanguard to be issued as
merger consideration to the unitholders of Eagle Rock. At a special
meeting held today by Eagle Rock, approximately 62% of Eagle Rock’s
outstanding common units (representing approximately 96% of all
votes cast) were voted in favor of the merger. At Vanguard’s annual
meeting, also held today, approximately 93% of votes cast by
Vanguard unitholders were in favor of the issuance of the Vanguard
common units. Both approval levels satisfy the requisite closing
conditions to consummate the merger. Vanguard and Eagle Rock expect
the transaction to close on October 8, 2015.
About Vanguard Natural Resources,
LLC
Vanguard Natural Resources, LLC is a publicly
traded limited liability company focused on the acquisition,
production and development of oil and natural gas properties.
Vanguard’s assets consist primarily of producing and non-producing
oil and natural gas reserves located in the Green River
Basin in Wyoming, the Arkoma Basin in Arkansas and
Oklahoma, the Permian Basin in West
Texas and New Mexico, the Big Horn Basin in Wyoming
and Montana, the Piceance Basin in Colorado,
the Gulf Coast Basin in Texas, Louisiana and Mississippi,
the Williston Basin in North
Dakota and Montana, the Wind River
Basin in Wyoming and the Powder River Basin in
Wyoming. More information on Vanguard can be found at
www.vnrllc.com.
About Eagle Rock Energy Partners,
L.P.
Eagle Rock Energy Partners, L.P. 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. More
information on Eagle Rock can be found at
www.EagleRockEnergy.com.
Forward-Looking Statements
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,” “should,” “would” or “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 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. Vanguard and Eagle Rock caution that
the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors are contained
in Vanguard’s and Eagle Rock’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 on 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.
Vanguard Natural Resources, LLC
Investor Relations Contact
Lisa Godfrey, 832-327-2234
Director of Investor Relations
investorrelations@vnrllc.com
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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