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): November 18, 2009
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.) |
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
(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:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ 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. |
Jeffrey P. Wood, Senior Vice President and Chief Financial Officer of Eagle Rock Energy G&P, LLC, which is the general partner of Eagle Rock Energy GP, L.P., which is the general partner of Eagle Rock Energy Partners, L.P. (the “Partnership”), and Adam Altsuler, Senior Financial Analyst of Eagle Rock Energy G&P, LLC are participating in one-on-one meetings in connection with the RBC Capital Markets 2009 MLP Investor Conference on November 19-20, 2009 in Dallas, Texas. The slideshow presentation that will accompany the remarks made by Mr. Wood and Mr. Altsuler during these sessions is being furnished to the Securities and Exchange Commission and is attached hereto as Exhibit 99.1. The presentation contains information regarding the Partnership’s business operations including a discussion on its leverage, liquidity, and hedge position and may also be accessed by going to www.eaglerockenergy.com, selecting Investor Relations, then Presentations.
The information set forth in this Item 7.01, the attached Exhibit 99.1, as well as statements made by representatives of the Partnership during the course of the presentation, includes “forward-looking statements.” All statements, other than statements of historical facts, included in this Item 7.01, the attached Exhibit 99.1, or made during the course of the presentation, 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 the production, gathering, processing, and marketing of natural gas and natural gas liquids, please consult he Partnership’s Form 10-K, filed with the SEC for the year ended December 31, 2008, 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 set forth in this Item 7.01 and in the attached exhibit is deemed to be furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | The Partnership’s RBC Capital Markets MLP Conference presentation dated November 2009. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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: November 18, 2009 | By: | /s/ Jeffrey P. Wood |
| | | Jeffrey P. Wood |
| | | Senior Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
| The Partnership’s RBC Capital Markets MLP Conference presentation dated November 2009. |
