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. 333-187553
UNDER THE SECURITIES ACT OF 1933
EAGLE ROCK ENERGY PARTNERS, L.P.
EAGLE ROCK ENERGY FINANCE CORP.
(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 Statements”), originally filed by Eagle Rock Energy Partners, L.P., a Delaware limited partnership, and Eagle Rock Energy Finance Corp., a Delaware corporation (collectively, “Eagle Rock”), with the Securities and Exchange Commission:
| · | Registration Statement No. 333-187553, filed on March 27, 2013, registering the offer and sale from time to time of common units representing limited partner interests (the “Common Units”), partnership securities and debt securities, which may be guaranteed by Eagle Rock Energy Finance Corp. and other direct or indirect subsidiaries of Eagle Rock, in an aggregate total amount of $500,000,000. |
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 all offerings of securities 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 Statement 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 Statement 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) |
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 Statement 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 FINANCE CORP. | ||
| 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 Statement 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) |
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 Statement 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 G&P, LLC | ||
| 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 Statement 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) |
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 Statement 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 GP, L.P. | ||
| 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 Statement 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) |
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 Statement 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.
| EROC PRODUCTION, LLC | ||
| 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 Statement 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) |
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 Statement 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 MID-CONTINENT HOLDING, LLC | ||
| 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 Statement 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) |
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 Statement 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.
| ESCAMBIA ASSET CO. LLC | ||
| 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 Statement 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) |
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 Statement 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.
| ESCAMBIA OPERATING CO. LLC | ||
| 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 Statement 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) |
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 Statement 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 MID-CONTINENT ASSET, LLC | ||
| 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 Statement 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) |
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 Statement 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 MID-CONTINENT OPERATING, LLC | ||
| 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 Statement 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) |
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 Statement 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 UPSTREAM DEVELOPMENT II, L.P. | ||
| By: | EROC Production, LLC, its general partner | |
| By: | Eagle Rock Energy Partners, L.P., its sole member |
| 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 Statement 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) |
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 Statement 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 ACQUISITION CO., INC. | ||
| 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 Statement 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) |
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 Statement 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 ACQUISITION CO. II, INC. | ||
| 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 Statement 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) |
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 Statement 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 G&P HOLDING, INC. | ||
| 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 Statement 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) |
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 Statement 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 UPSTREAM DEVELOPMENT COMPANY, INC. | ||
| 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 Statement 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) |
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 Statement 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 UPSTREAM DEVELOPMENT COMPANY II, INC. | ||
| 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 Statement 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) |
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 Statement 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 ACQUISITION PARTNERSHIP, L.P. | ||
| By: | Eagle Rock Upstream Development Company, Inc., 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 Statement 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) |
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 Statement 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 ACQUISITION PARTNERSHIP II, L.P. | ||
| By: | Eagle Rock Upstream Development Company II, Inc., 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 Statement 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) |