UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Eagle Rock Energy Partners, L.P.
1415 Louisiana Street, Suite 2700
Houston, Texas 77002
(281) 408-1200
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS MONTIERRA MINERALS & PRODUCTION, L.P. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||
o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
TEXAS | |||||
7 | SOLE VOTING POWER | ||||
NUMBER OF | 6,224,449(1)(2) | ||||
SHARES | 8 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 6,224,449(1)(2) | ||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||
0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,224,449(1)(2) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
5.1%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS MONTIERRA MANAGEMENT LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
TEXAS | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 6,274,760(1)(2) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 6,274,760(1)(2) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
6,274,760(1)(2) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.2%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO (Limited Liability Company) |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS NATURAL GAS PARTNERS VII, L.P. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||
o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
DELAWARE | |||||
7 | SOLE VOTING POWER | ||||
NUMBER OF | 3,004,733(1) | ||||
SHARES | 8 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,938,100(1)(2) | ||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,004,733(1) | ||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||
9,938,100(1)(2) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,942,833(1)(3) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
10.6%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS Eagle Rock Holdings NGP 7, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 3,593,475(1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 3,593,475(1) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
3,593,475(1) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
3.0%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO (Limited Liability Company) |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS NATURAL GAS PARTNERS VIII, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 31,429,939(1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 7,028,548(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 31,429,939(1) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
7,028,548(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,458,487(1) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
31.6%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS NGP INCOME MANAGEMENT, L.L.C. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
TEXAS | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 69,865(1)(2) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 69,865(1)(2) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
69,865(1)(2) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.06%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO (Limited Liability Company) |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS Eagle Rock Holdings NGP 8, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 7,028,548(1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 7,028,548(1) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
7,028,548(1) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.8%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO (Limited Liability Company) |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS ERH NGP 7 SPV, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
BK | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 3,593,475(1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 3,593,475(1) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
3,593,475(1) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
3.0%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO (Limited Liability Company) |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS ERH NGP 8 SPV, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
BK | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 7,028,548(1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 7,028,548(1) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
7,028,548(1) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.8%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO (Limited Liability Company) |
CUSIP No. | 26985R 10 4 |
1 | NAMES OF REPORTING PERSONS KENNETH A. HERSH | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
UNITED STATES OF AMERICA | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 51,401,320(1)(2) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
51,401,320(1)(2) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
51,401,320(1)(2) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
42.2%(1) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
(a) | This Schedule 13D/A is filed jointly by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the“Act”): |
(i) | Montierra Minerals & Production, LP, a Texas limited partnership(“Montierra”); | ||
(ii) | Montierra Management LLC, a Texas limited liability company and the general partner of Montierra LP(“Montierra Management”); | ||
(ii) | Natural Gas Partners VII, L.P., a Delaware limited partnership(“NGP VII”)and 100% owner of ERH NGP 7; | ||
(iv) | Natural Gas Partners VIII, L.P., a Delaware limited partnership(“NGP VIII”)and 100% owner of ERH NGP 8; | ||
(v) | NGP Income Management, L.L.C., a Texas limited liability company, and the general partner of NGP-VII Income Co- Investment and NGP 2004(“NGP Income Management”); | ||
(vi) | Eagle Rock Holdings NGP 7, LLC, a Delaware limited liability company(“ERH NGP 7”)and 100% owner of SPV 7; | ||
(vii) | Eagle Rock Holdings NGP 8, LLC, a Delaware limited liability company(“ERH NGP 8”)and 100% owner of SPV 8; | ||
(viii) | ERH NGP 7 SPV, LLC, a Delaware limited liability company(“SPV 7”); | ||
(ix) | ERH NGP 8 SPV, LLC, a Delaware limited liability company(“SPV 8”); | ||
(x) | Kenneth A. Hersh, a citizen of the United States of America. |
(b) | The address of the principal business office of each of the Reporting Persons is as follows: |
Montierra Minerals & Production, LP | 24 Greenway Plaza | |
Suite 450 | ||
Houston, Texas 77046 | ||
Montierra Management LLC | 24 Greenway Plaza | |
Suite 450 | ||
Houston, Texas 77046 | ||
Natural Gas Partners VII, L.P. | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 | ||
Natural Gas Partners VIII, L.P. | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 | ||
NGP Income Management, L.L.C. | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 |
Eagle Rock Holdings NGP 7, LLC | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 | ||
Eagle Rock Holdings NGP 8, LLC | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 | ||
ERH NGP 7 SPV, LLC | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 | ||
ERH NGP 8 SPV, LLC | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 | ||
Kenneth A. Hersh | 125 E. John Carpenter Fwy. | |
Suite 600 | ||
Irving, Texas 75062 |
(c) | (i) | Montierra’s business activities include owning, managing, developing and producing certain oil and gas interests. | |
(ii) | Montierra Management’s sole business activity is serving as the general partner of Montierra. | ||
(iii) | NGP VII, NGP VIII, NGP Income Management, ERH NGP 7, ERH NGP 8, SPV 7 and SPV 8 are all funds or general partners or subsidiaries of funds managed by NGP Energy Capital Management whose primary business activity is managing such funds. | ||
(d)-(e) None of the Reporting Persons nor, to the best of any Reporting Person’s knowledge, their respective executive officers or directors listed on Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
(a)-(b) | (i) | Montierra is the sole record owner of, and has the sole power to vote and dispose of, 6,224,449 Common Units (5.1%), which includes (i) 5,514,258 Common Units and (ii) 710,191 Common Units issuable upon the exercise of Warrants. | |
(ii) | Montierra Management is the sole record owner of, and has the sole power to vote and dispose of, 50,311 Common Units (0.04%), which includes (i) 39,401 Common Units and (ii) 10,910 Common Units issuable upon the exercise of Warrants. Because Montierra Management is the general partner of Montierra, Montierra Management may be deemed to possess sole voting and dispositive powers with respect to the 6,224,449 Common Units (5.1%) held by Montierra. | ||
(iii) | SPV 7 is the sole record owner of, and has the sole power to vote and dispose of, 3,593,475 Common Units (3.0%). ERH NGP 7 is the sole member of SPV 7 and may be deemed to possess sole voting and dispositive powers with respect to the 3,593,475 Common Units held by SPV 7. | ||
(iv) | NGP Income Management is the sole record owner of, and has the sole power to vote and dispose of, 69,865 Common Units (0.06%), which includes (i) 54,714 Common Units and (ii) 15,151 Common Units issuable upon the exercise of Warrants. | ||
(v) | NGP VII is the sole record owner of, and has the sole power to vote and dispose of, 3,004,733 Common Units (2.5%). NGP VII owns a majority LP interest in Montierra. Because NGP VII directly or indirectly owns 100% of each of SPV 7 and NGP Income Management, NGP VII may be deemed to possess sole voting and dispositive powers with respect to the 3,593,475 Common Units (3.0%) held by ERH SPV 7 and the 69,865 Common Units (0.06%) held by NGP Income Management. | ||
(vi) | SPV 8 is the sole record owner of, and has the sole power to vote and dispose of, 7,028,548 Common Units (5.8%). ERH NGP 8 is the sole member of SPV 8 and may be deemed to possess sole voting and dispositive power with respect to the 7,028,548 Common Units held by SPV 8. | ||
(vii) | NGP VIII is the sole record owner of, and has the sole power to vote and dispose of, 31,429,939 Common Units (25.8%). Because NGP VIII indirectly owns 100% of SPV 8, NGP VIII may be deemed to possess sole voting and dispositive powers with respect to the 7,028,548 Common Units (5.8%) held by SPV 8. | ||
(viii) | Kenneth A. Hersh does not directly own any Common Units. He is also an Authorized Member of the ultimate general partners of NGP VII and NGP VIII. Thus, Mr. Hersh may be deemed to possess shared voting and dispositive powers with respect to all of the Common Units reported in this Schedule 13D/A. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be filed as Exhibits. |
Exhibit A | Joint Filing Agreement, as amended on August 15, 2011 (filed herewith). | |
Exhibit B | Second Amended and Restated Limited Partnership Agreement of Eagle Rock Energy Partners, L.P. (filed as Exhibit 3.1 to the Issuer’s Form 8-K filed May 25, 2010). | |
Exhibit C | Registration Rights Agreement between the Issuer and NGP-VII Income Co-Investment (filed as Exhibit C to Amendment No. 2 to the Schedule 13D/A on May 4, 2007). | |
Exhibit D | Registration Rights Agreement between the Issuer and Montierra (filed as Exhibit D to Amendment No. 2 to the Schedule 13D/A on May 4, 2007). | |
Exhibit E | Letter from NGP to the Board of Directors of G&P LLC, dated September 17, 2009 (filed as Exhibit E to Amendment No. 6 to the Schedule 13D/A on September 18, 2009). | |
Exhibit F | Letter from NGP to the Conflicts Committee of the Board of Directors of G&P LLC, dated October 9, 2009 (filed as Exhibit F to Amendment No. 7 to the Schedule 13D/A on October 13, 2009). | |
Exhibit G | Letter from NGP and Black Stone to the Conflicts Committee of the Board of Directors of G&P LLC, dated November 7, 2009 (filed as Exhibit G to Amendment No. 8 to the Schedule 13D/A on November 9, 2009). | |
Exhibit H | Press release, dated December 21, 2009, of the Issuer (filed as Exhibit H to Amendment No. 9 to the Schedule 13D/A on December 21, 2009). | |
Exhibit I | Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (filed as Exhibit I to Amendment No. 9 to the Schedule 13D/A on December 21, 2009). |
Exhibit J | Press release, dated January 12, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010). | |
Exhibit K | Amended and Restated Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010). | |
Exhibit L | Press release, dated May 24, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on May 25, 2010). | |
Exhibit M | Press release, dated July 30, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010). | |
Exhibit N | Amendment to the Second Amended and Restated Agreement of Limited Partnership of Eagle Rock Energy Partners, L.P. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010). | |
Exhibit O | Press release, dated April 12, 2011, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011). | |
Exhibit P | Membership Interest Contribution Agreement, among CC Energy II L.L.C., Crow Creek Energy II L.L.C., Crow Creek Operating Company II L.L.C., Natural Gas Partners VIII, L.P., the other contributors party thereto and the Issuer (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011). | |
Exhibit Q | Press release, dated May 3, 2011, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on May 3, 2011). | |
Exhibit R | Registration Rights Agreement by and among the Issuer and Natural Gas Partners VIII, L.P. (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Issuer on May 3, 2011). | |
Exhibit S | Voting Agreement by and among the Issuer and Natural Gas Partners VIII, L.P. (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed by the Issuer on May 3, 2011). | |
Exhibit T | Margin Loan Agreement, dated August 15, 2011, by and among ERH NGP SPV 7, LLC and Nomura Securities (Bermuda) Ltd. (filed herewith). | |
Exhibit U | Margin Loan Agreement, dated August 15, 2011, by and among ERH NGP SPV 8, LLC and Nomura Securities (Bermuda) Ltd. (filed herewith). |
MONTIERRA MINERALS & PRODUCTION, L.P. | ||||
By | its general partner, Montierra Management LLC | |||
By: | /s/ Joseph A. Mills | |||
Joseph A. Mills | ||||
Chief Executive Officer | ||||
MONTIERRA MANAGEMENT LLC | ||||
By: | /s/ Joseph A. Mills | |||
Joseph A. Mills | ||||
Chief Executive Officer | ||||
NATURAL GAS PARTNERS VII, L.P. | ||||
By | its general partner, G.F.W. Energy VII, L.P. | |||
By | its general partner, GFW VII, L.L.C. | |||
By: | /s/ Kenneth A. Hersh | |||
Kenneth A. Hersh | ||||
Authorized Member |
NATURAL GAS PARTNERS VIII, L.P. | ||||
By | its general partner, G.F.W. Energy VIII, L.P. | |||
By | its general partner, GFW VIII, L.L.C. | |||
By: | /s/ Kenneth A. Hersh | |||
Kenneth A. Hersh | ||||
Authorized Member | ||||
NGP INCOME MANAGEMENT L.L.C. | ||||
By: | /s/ Tony R. Weber | |||
Tony R. Weber | ||||
President | ||||
EAGLE ROCK HOLDINGS NGP 7, LLC | ||||
By: | /s/ Kenneth A. Hersh | |||
Kenneth A. Hersh | ||||
Chief Executive Officer & President | ||||
EAGLE ROCK HOLDINGS NGP 8, LLC | ||||
By: | /s/ Kenneth A. Hersh | |||
Kenneth A. Hersh | ||||
Chief Executive Officer & President |
ERH NGP 7 SPV, LLC | |||||||
By: | /s/ Kenneth A. Hersh | ||||||
Kenneth A. Hersh | |||||||
Chief Executive Officer & President | |||||||
ERH NGP 8 SPV, LLC | |||||||
By: | /s/ Kenneth A. Hersh | ||||||
Kenneth A. Hersh | |||||||
Chief Executive Officer & President | |||||||
/s/ Kenneth A. Hersh | |||||||
Kenneth A. Hersh |
Exhibit A | Joint Filing Agreement, as amended on August 15, 2011 (filed herewith). | |
Exhibit B | Second Amended and Restated Limited Partnership Agreement of Eagle Rock Energy Partners, L.P. (filed as Exhibit 3.1 to the Issuer’s Form 8-K filed May 25, 2010). | |
Exhibit C | Registration Rights Agreement between the Issuer and NGP-VII Income Co-Investment (filed as Exhibit C to Amendment No. 2 to the Schedule 13D/A on May 4, 2007). | |
Exhibit D | Registration Rights Agreement between the Issuer and Montierra (filed as Exhibit D to Amendment No. 2 to the Schedule 13D/A on May 4, 2007). | |
Exhibit E | Letter from NGP to the Board of Directors of G&P LLC, dated September 17, 2009 (filed as Exhibit E to Amendment No. 6 to the Schedule 13D/A on September 18, 2009). | |
Exhibit F | Letter from NGP to the Conflicts Committee of the Board of Directors of G&P LLC, dated October 9, 2009 (filed as Exhibit F to Amendment No. 7 to the Schedule 13D/A on October 13, 2009). | |
Exhibit G | Letter from NGP and Black Stone to the Conflicts Committee of the Board of Directors of G&P LLC, dated November 7, 2009 (filed as Exhibit G to Amendment No. 8 to the Schedule 13D/A on November 9, 2009). | |
Exhibit H | Press release, dated December 21, 2009, of the Issuer (filed as Exhibit H to Amendment No. 9 to the Schedule 13D/A on December 21, 2009). | |
Exhibit I | Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (filed as Exhibit I to Amendment No. 9 to the Schedule 13D/A on December 21, 2009). | |
Exhibit J | Press release, dated January 12, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010). | |
Exhibit K | Amended and Restated Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010). | |
Exhibit L | Press release, dated May 24, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on May 25, 2010). | |
Exhibit M | Press release, dated July 30, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010). | |
Exhibit N | Amendment to the Second Amended and Restated Agreement of Limited Partnership of Eagle Rock Energy Partners, L.P. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010). | |
Exhibit O | Press release, dated April 12, 2011, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011). |
Exhibit P | Membership Interest Contribution Agreement, among CC Energy II L.L.C., Crow Creek Energy II L.L.C., Crow Creek Operating Company II L.L.C., Natural Gas Partners VIII, L.P., the other contributors party thereto and the Issuer (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011). | |
Exhibit Q | Press release, dated May 3, 2011, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on May 3, 2011). | |
Exhibit R | Registration Rights Agreement by and among the Issuer and Natural Gas Partners VIII, L.P. (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Issuer on May 3, 2011). | |
Exhibit S | Voting Agreement by and among the Issuer and Natural Gas Partners VIII, L.P. (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed by the Issuer on May 3, 2011). | |
Exhibit T | Margin Loan Agreement, dated August 15, 2011, by and among ERH NGP SPV 7, LLC and Nomura Securities (Bermuda) Ltd. (filed herewith). | |
Exhibit U | Margin Loan Agreement, dated August 15, 2011, by and among ERH NGP SPV 8, LLC and Nomura Securities (Bermuda) Ltd. (filed herewith). |