Post-effective Amendment to Registration Statement (pos Am)
October 08 2015 - 12:33PM
Edgar (US Regulatory)
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. 333-198824
UNDER
THE SECURITIES ACT OF 1933
EAGLE
ROCK ENERGY PARTNERS, L.P.
(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 Statement”), originally filed by Eagle Rock
Energy Partners, L.P., a Delaware limited partnership (“Eagle Rock”), with the Securities and Exchange Commission:
| · | Registration Statement No. 333-198824, filed on September 18, 2014, registering the offer and sale by certain selling unitholders
from time to time of common units representing limited partner interests (“Common Units”) in an aggregate total amount
of $217,096,247. |
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 the offer and sale of Common Units 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 Statements 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 Statements 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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