SC 13D/A 1 a14-21126_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 20)*

 


 

Eagle Rock Energy Partners, L.P.

(Name of Issuer)

 

Common Units, representing limited partner interests, no par value

(Title of Class of Securities)

 

26985R 10 4

(CUSIP Number)

 

Charles C. Boettcher

Eagle Rock Energy Partners, L.P.

1415 Louisiana Street, Suite 2700

Houston, Texas 77002

(281) 408-1200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 18, 2014

(Date of Event Which Requires Filing of this Statement)

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
6,224,449(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
6,224,449(1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,224,449(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)
3.89%(1)

 

 

14

Type of Reporting Person (See Instructions)
PN

 


(1)         See Item 5 for additional information.

 

1



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
6,274,760(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
6,274,760(1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,274,760(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)
3.93%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)         See Item 5 for additional information.

 

2



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,004,733(1)

 

8

Shared Voting Power
9,922,949(1)

 

9

Sole Dispositive Power
3,004,733(1)

 

10

Shared Dispositive Power
9,922,949(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,927,682(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)
8.09%(1)

 

 

14

Type of Reporting Person (See Instructions)
PN

 


(1)         See Item 5 for additional information.

 

3



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,593,475(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,593,475(1)

 

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)
2.25%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)         See Item 5 for additional information.

 

4



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
31,429,939(1)

 

8

Shared Voting Power
7,028,548(1)

 

9

Sole Dispositive Power
31,429,939(1)

 

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)
24.06%(1)

 

 

14

Type of Reporting Person (See Instructions)
PN

 


(1)         See 5 for additional information.

 

5



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
54,714(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
54,714(1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
54,714(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)
0.03%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)         See Item 5 for additional information.

 

6



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
7,028,548(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
7,028,548(1)

 

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)
4.40%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)         See Item 5 for additional information.

 

7



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,593,475(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,593,475(1)

 

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)
2.25%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)         See Item 5 for additional information.

 

8



 

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)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
7,028,548(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
7,028,548(1)

 

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)
4.40%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)         See Item 5 for additional information.

 

9



 

CUSIP No. 26985R 10 4

 

 

1

Names of Reporting Persons
NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,954,432(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,954,432(1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,954,432(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)
1.22%(1)

 

 

14

Type of Reporting Person (See Instructions)
PN

 


(1)         See Item 5 for additional information.

 

10



 

CUSIP No. 26985R 10 4

 

 

1

Names of Reporting Persons
NGP ENERGY CAPITAL MANAGEMENT, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
53,340,601 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
53,340,601 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
53,340,601 (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)
33.37%(1)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)         See Item 5 for additional information.

 

11



 

EXPLANATORY NOTE

 

This Amendment No. 20 (this “Amendment”) to Schedule 13D/A last filed on December 30, 2013 (the “Schedule 13D/A”) with the Securities and Exchange Commission (the “SEC”) relates to the common units (the “Common Units”) of Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Issuer”). The total number of Common Units reported as beneficially owned in the Schedule 13D/A is 53,340,601, which constitutes approximately 33.37% of the total number of Common Units outstanding. The beneficial ownership of the Reporting Persons reported in the Schedule 13D/A are calculated based on the outstanding number of Common Units on July 28, 2014, as reported by the Issuer in its Form 10-Q filed with the SEC on August 4, 2014. The Schedule 13D/A is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Unless set forth below, all previous Items of the Schedule 13D/A are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D/A.

 

Item 1.           Security and Issuer.

 

This Item 1 shall be deemed to amend and restate Item 1 in its entirety:

 

The Schedule 13D/A relates to the Common Units of the Issuer. The principal executive offices of the Issuer are located at 1415 Louisiana Street, Suite 2700, Houston, Texas 77002. The total number of Common Units reported as beneficially owned in this Schedule 13D/A is 53,340,601, which constitutes approximately 33.37% of the total number of Common Units outstanding. The beneficial ownership of the Reporting Persons reported in the Schedule 13D/A are calculated based on the outstanding number of Common Units on July 28, 2014, as reported by the Issuer in its Form 10-Q filed with the SEC on August 4, 2014.

 

Item 2.           Identity and Background.

 

This Item 2 shall be deemed to amend and supplement Item 2 of the Schedule 13D/A:

 

(a)         NGP Income Co-Investment Opportunities Fund II, L.P., a Delaware limited partnership (“NGP Co-Invest”), NGP Energy Capital Management, L.L.C., a Texas limited liability company (“NGP ECM”), Montierra, Montierra Management, SPV 7, ERH NGP 7, NGP Income Management, NGP VII, SPV 8, ERH NGP 8 and NGP VIII are collectively referred to as the “Reporting Persons.”

 

(b)         The address of the principal office of NGP Co-Invest and NGP ECM is 5221 N. O’Connor Blvd., Suite 1100, Irving, Texas 75039.

 

(c)          NGP Co-Invest is a fund managed by NGP ECM, whose primary business is managing various private investment firms, including NGP Co-Invest, NGP VII and NGP VIII.

 

(d)         — (e) Neither NGP Co-Invest, NGP ECM, nor, to the best of NGP Co-Invest or NGP ECM’s knowledge, their respective executive officers, managers or directors (the “Listed Persons”) 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.

 

12



 

Item 4.           Purpose of Transaction

 

This Item 4 shall be deemed to amend and supplement Item 4 of the Schedule 13D/A:

 

Pursuant to the request of the Reporting Persons, the Issuer has filed a shelf registration statement on Form S-3 with the SEC on September 18, 2014 covering the potential resale of some or all of the Common Units held by the Reporting Persons. After that registration statement is declared effective by the SEC, the Reporting Persons may sell some or all of their Common Units in one or more transactions from time to time, as described in “Plan of Distribution” in the registration statement.

 

Item 5.           Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

This Item 5 shall be deemed to amend and restate Item 5 in its entirety:

 

The percent of class provided for each Reporting Person below is based on the number of Common Units outstanding, which is equal to 159,865,760 Common Units outstanding as of July 28, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 4, 2014.

 

(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 (3.89%).

 

 

 

 

 

(ii)

 

Montierra Management is the sole record owner of, and has the sole power to vote and dispose of, 50,311 Common Units (0.03%). 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 (3.89%) 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 (2.25%). 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, 54,714 Common Units (0.03%).

 

 

 

 

 

(v)

 

NGP VII is the sole record owner of, and has the sole power to vote and dispose of, 3,004,733 Common Units (1.88%). 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

 

13



 

 

 

 

Units (2.25%) held by SPV 7 and the 54,714 Common Units (0.03%) 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 (4.40%). 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 (19.66%). 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 (4.40%) held by SPV 8.

 

 

 

 

 

(viii)

 

NGP Co-Invest is the sole record owner of, and has the sole power to vote and dispose of, 1,954,432 Common Units (1.22%). NGP ECM controls NGP Income Co-Investment II GP, L.L.C., the general partner of NGP Co-Invest; thus, NGP ECM has the full power and authority to manage NGP Co-Invest.

 

 

 

 

 

(ix)

 

NGP ECM does not directly own any Common Units. As a result of a recent internal streamlining of management functions and related processes at Natural Gas Partners, the ultimate general partners of NGP VII and NGP VIII have delegated full power and authority to manage NGP VII and NGP VIII to NGP ECM. NGP ECM also has the full power and authority to manage NGP Co-Invest. Thus, NGP ECM may be deemed to possess shared voting and dispositive powers with respect to all of the Common Units reported in this Schedule 13D/A.

 

The above Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

 

(c) There have been no reportable transactions with respect to the Common Units within the last 60 days by the Reporting Persons.

 

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Units and the Warrants being reported in this Schedule 13D/A.

 

(e) Not applicable.

 

14



 

Item 6.           Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

This Item 6 shall be deemed to amend and supplement Item 6:

 

The information set forth or incorporated by reference in Item 4 is incorporated by reference into this Item 6.

 

Item 7.           Material to be filed as Exhibits.

 

Exhibit A

 

Joint Filing Agreement, as amended on August 15, 2011 (filed as Exhibit A to Amendment No. 17 to the Schedule 13D/A on August 15, 2011).

 

 

 

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.,

 

15



 

 

 

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

 

Intentionally Omitted

 

 

 

Exhibit U

 

Intentionally Omitted

 

 

 

Exhibit V

 

Voting and Support Agreement between Montierra Minerals & Production, L.P., Montierra Management LLC, Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., NGP Income Management L.L.C., ERH NGP 7 SPV, LLC and ERH NGP 8 SPV, LLC on the one hand and Regency Energy Partners LP on the other hand (filed as Exhibit V to the Schedule 13D/A on December 30, 2013).

 

 

 

Exhibit W

 

Amendment No. 1 to Joint Filing Agreement, dated September 22, 2014.

 

16



 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.

 

Dated: September 22, 2014

 

 

 

 

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

 

17



 

 

NGP INCOME MANAGEMENT L.L.C.

 

 

 

By:

/s/ Tony R. Weber

 

Tony R. Weber

 

President

 

 

 

 

 

EAGLE ROCK HOLDINGS NGP 7, LLC 

 

By its sole member, 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

 

 

 

 

 

EAGLE ROCK HOLDINGS NGP 8, LLC 

 

By its sole 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

 

 

 

 

 

ERH NGP 7 SPV, LLC

 

 

 

By:

/s/ Kenneth A. Hersh

 

Kenneth A. Hersh

 

Chief Executive Officer & President

 

18



 

 

ERH NGP 8 SPV, LLC

 

 

 

By:

/s/ Kenneth A. Hersh

 

Kenneth A. Hersh

 

Chief Executive Officer & President

 

 

 

 

 

NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P.

 

By its general partner, NGP Income Co-Investment II GP, L.L.C.

 

 

 

By:

/s/ Tony R. Weber

 

Tony R. Weber

 

President

 

 

 

 

 

NGP ENERGY CAPITAL MANAGEMENT, L.L.C.

 

 

 

By:

/s/ Kenneth A. Hersh

 

Kenneth A. Hersh

 

Chief Executive Officer

 

19



 

Exhibit Index

 

Exhibit A

Joint Filing Agreement, as amended on August 15, 2011 (filed as Exhibit A to Amendment No. 17 to the Schedule 13D/A on August 15, 2011).

 

 

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

 

20



 

 

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

Intentionally omitted.

 

 

Exhibit U

Intentionally omitted.

 

 

Exhibit V

Voting and Support Agreement between Montierra Minerals & Production, L.P., Montierra Management LLC, Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., NGP Income Management L.L.C., ERH NGP 7 SPV, LLC and ERH NGP 8 SPV, LLC on the one hand and Regency Energy Partners LP on the other hand (filed as Exhibit V to the Schedule 13D/A on December 30, 2013).

 

 

Exhibit W

Amendment No. 1 to Joint Filing Agreement, dated September 22, 2014.

 

21



 

SCHEDULE A

 

The following individuals are the managers and officers of Montierra Management: Joseph A. Mills, Kenneth A. Hersh, Tony R. Weber and Christopher D. Ray. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and a resident of the United States. The business address of such individuals is 16107 Kensington Drive #257, Sugar Land, Texas 77479.

 

GFW VII, L.L.C., the general partner of G.F.W. Energy VII, L.P., the general partner of NGP VII (which is also the sole member of ERH NGP 7) and GFW VIII, L.L.C., the general partner of G.F.W. Energy VIII, L.P., the general partner of NGP VIII (which is also the sole member of ERH NGP 8), have delegated full power and authority to manage NGP VII and NGP VIII, respectively, to NGP ECM.  The following individuals are the managers and officers of NGP ECM: Kenneth A. Hersh, Tony R. Weber, Jill W. Lampert and David R. Albin. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States. The business address of such individuals 5221 N. O’Connor Blvd., Suite 1100, Irving, Texas 75039.

 

The following individuals are the officers of NGP Income Management: Tony R. Weber, Kenneth A. Hersh, David R. Albin, John S. Foster, Richard L. Covington, Laura Beagle and Christopher D. Ray. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States. The business address of such individuals is 5221 N. O’Connor Blvd., Suite 1100, Irving, Texas 75039.

 

The following individuals are the managers and officers of SPV 7: Kenneth A. Hersh, Tony R. Weber, Richard L. Covington and Christopher D. Ray. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States. The business address of such individuals is 5221 N. O’Connor Blvd., Suite 1100, Irving, Texas 75039.

 

The following individuals are the managers and officers of SPV 8: Kenneth A. Hersh, Tony R. Weber, Richard L. Covington and Christopher D. Ray. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States. The business address of such individuals is 5221 N. O’Connor Blvd., Suite 1100, Irving, Texas 75039.

 

The following individuals are the officers of NGP Co-Invest: Kenneth A. Hersh, Tony R. Weber, David R. Albin, John S. Foster and Christopher D. Ray. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States. The business address of such individuals is 5221 N. O’Connor Blvd., Suite 1100, Irving, Texas 75039.

 

22