19 Oct 2015listing compliance notice▼ BadMajor
EAGLE ROCK ENERGY PARTNERS L P terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Oct 2015listing compliance notice● NeutralMajor
EAGLE ROCK ENERGY PARTNERS L P's exchange filed to remove a class of its securities from listing.
8 Oct 2015business combination● NeutralMajor
The Vanguard merger closed on October 8, 2015: each Eagle Rock common unit was converted into 0.185 Vanguard common units (cash for fractions), and Eagle Rock became a wholly owned indirect Vanguard subsidiary. The Wells Fargo credit agreement was repaid and terminated, all directors and the listed officers (including Mills, Haines and Boettcher) resigned, Eagle Rock units were to stop trading on NASDAQ before the open on October 9 with delisting and a Form 15 to follow, and Eagle Rock and its general partner entities were then merged into Vanguard Operating, LLC and ceased to exist. This resolves the merger thread; the filing does not say how the 8 3/8% notes with $51.1M outstanding were handled.
3 Sept 2015business combination● NeutralMajor
Eagle Rock filed its definitive joint proxy statement for the Vanguard merger, dated September 3 and first mailed about September 4, 2015. Each Eagle Rock unit would convert into 0.185 Vanguard units (a fixed ratio, stated as a 24.5% premium to the May 21, 2015 close), and the filing says Eagle Rock holders would own about 24.9% of Vanguard, or about 22.0% if Vanguard's separate LRR Energy deal also completes. Both companies' unitholder meetings are set for October 5, 2015; Eagle Rock's board unanimously recommends voting for the merger and for the merger-related pay proposal. This continues the merger thread and confirms the terms from May; the vote had not yet happened.
3 Sept 2015business combination● Neutral
On September 3, 2015 Eagle Rock said it had filed its definitive proxy statement and would begin mailing on or about September 4. The special meeting date moved from September 17 to October 5, 2015; the August 6 record date is unchanged. This continues the merger thread and pushes the vote back; the filing does not give a reason, and the merger has not yet been approved.
8 July 2015business combination● Neutral
On July 8, 2015 Eagle Rock set August 6, 2015 as the record date and September 17, 2015 as the special meeting date for unitholders to vote on the Vanguard merger and an advisory vote on merger-related executive pay. The company said it expects the deal to close in the third quarter of 2015. This continues the merger thread; no terms changed.
22 May 2015business combination● NeutralMajor
On May 21, 2015 Eagle Rock agreed to merge with Vanguard Natural Resources: each Eagle Rock common unit would convert into 0.185 Vanguard common units (cash for fractions), and Eagle Rock would become a wholly owned indirect subsidiary of Vanguard. Closing needs approval by both companies' unitholders, an effective S-4 registration, and NASDAQ listing of the new units, with an outside date of January 31, 2016. Eagle Rock owes a $20 million termination fee in specified cases (e.g. taking a superior proposal), and Vanguard owes $20 million if its own unitholders vote the issuance down. The NGP-related holders, who held about a third of the units per the September 2014 filing, agreed to vote for the deal. This is a new thread that would end current unitholders' positions in Eagle Rock if completed, but it is not yet closed.
14 Oct 2014debt financing▲ GoodMajor
On October 10, 2014 Eagle Rock signed a Fifth Amendment to its credit agreement with Wells Fargo and other lenders, extending maturity from June 2016 to October 2019 and converting it to a reserve-based facility with $320 million of commitments (expandable up to $1.2 billion) and a $320 million initial borrowing base. Total leverage is capped at 4.0x (4.5x for two periods after an acquisition above $50 million), the senior secured leverage and interest coverage tests are removed, and fees improve by 25 basis points. The Regency units received in July are excluded from the lenders' collateral. This continues the covenant thread and replaces the Fourth Amendment limits (4.75x/4.50x) that were due to tighten after Q3 2014; the next borrowing base redetermination is April 1, 2015. The filing does not say how much is drawn.
3 July 2014asset acquisition disposition● NeutralMajor
On July 1, 2014 Eagle Rock closed the contribution of its midstream business to Regency Energy Partners, receiving $576.2 million cash, 8,245,859 Regency common units, and Regency 8.375% notes due 2019 swapped for $498.9 million face amount of Eagle Rock's notes. The filing text gives two figures for exchanged notes ($489.9 million and $498.9 million) alongside $51.1 million left outstanding; the numbers do not fully reconcile. The remaining notes lose substantially all restrictive covenants and certain default events under a Third Supplemental Indenture, and the exchanged notes are cancelled. This resolves the Regency transaction announced earlier; unitholders keep their units, but the company no longer holds the midstream assets built up since 2012.
29 May 2014material agreement● NeutralMajor
On May 28, 2014 a Fourth Amendment to the credit agreement kept the 5.85x total leverage and 3.40x senior secured limits for Q2 2014 only, cut the upstream component from $380 million to $330 million, set a new midstream component of about $489.2 million, and reduced total commitments to $819,165,178. Lenders also confirmed that debt assumed by Regency in the pending midstream contribution counts as cash for the asset-sale restrictions, and the agent will release liens on the contributed entities at closing. This continues the covenant-relief thread and clears the path for the Regency deal.
27 Feb 2014debt financing● NeutralMajor
A Third Amendment to the credit agreement, effective February 26, 2014, lifts the maximum total leverage ratio to 5.85x for Q1 2014 only and the senior secured limit to 3.40x, fixes the upstream borrowing component at $380 million and postpones its redetermination, and a fee was paid to lenders. The filing also discloses a previously announced plan to contribute the midstream business to Regency Energy Partners, expected to close in Q2 2014 subject to regulatory and unitholder approvals; a preliminary proxy was filed January 31, 2014. Eagle Rock says cash proceeds will pay down the revolver and Regency will run an exchange offer for the full $550 million of senior notes, and it expects total debt to fall by over $1 billion if all notes are exchanged, leaving a pure-play upstream MLP. This is a major new thread that changes the company's direction from the midstream-heavy business built up in 2012-13.
30 Dec 2013material agreement● Neutral
On December 23, 2013 Eagle Rock Field Services agreed to sell Phillips 66 monthly quantities of natural gas liquids from the Sunray plant (acquired from BP in 2012), starting January 1, 2014 for a multi-year period. Price is set by an agreed index less gathering, transportation and fractionation fees and any deficiency fee. The filing gives no volumes, dollar values or term length.
24 July 2013debt financing▼ BadMajor
On July 23, 2013 the lenders signed a Second Amendment to the credit agreement, effective June 30, 2013, raising the maximum total leverage ratio from 4.75x to 5.50x (stepping down to 4.50x by Dec 31, 2014) and the senior secured limit from 2.85x to 3.15x (ending after Q3 2014). This is a second loosening of debt limits after the December 2012 amendment; the filing does not give a reason (inference: the company needed more room under the limits). The same filing announces a $0.22 per unit distribution for the quarter ended June 30, 2013, payable August 14, 2013 to holders of record August 7.
28 May 2013listing compliance notice● NeutralMajor
EAGLE ROCK ENERGY PARTNERS L P's exchange filed to remove a class of its securities from listing.
18 Mar 2013material agreement● NeutralMajor
On March 13, 2013 Eagle Rock agreed to sell 10,350,000 common units to the public at $9.31 each, including 1,350,000 from the underwriters' full over-allotment option. The offering closed March 18, 2013, with net proceeds of about $92.2 million.
10 Jan 2013business combination● Neutral
Eagle Rock filed Amendment No. 1 to its registration statement for the offer to swap up to $250 million of unregistered 8 3/8% senior notes due 2019 (issued July 13, 2012) for identical registered notes. This continues the exchange-offer thread from the November 2012 filing; it does not raise new money or change the debt amount. The expiry date is still blank and the filing says the offer is not yet effective.
31 Dec 2012debt financing● NeutralMajor
On December 28, 2012 the lenders raised total commitments under Eagle Rock's credit facility from $675 million to $820 million, adding Whitney Bank to the group. The First Amendment temporarily loosens the maximum total leverage ratio from 4.50x to 4.75x and adds a new Senior Secured Leverage Ratio limit of 2.85x, both through the third quarter of 2013, and doubles the permitted other-investments basket from $25 million to $50 million. This follows the revolver-funded BP acquisition; the filing does not say the step-up was needed because of it (inference only).
20 Nov 2012business combination● Neutral
Eagle Rock and Eagle Rock Energy Finance Corp. filed a registration statement offering to swap up to $250 million of the unregistered 8 3/8% senior notes due 2019 (issued July 13, 2012) for identical registered notes. This continues the exchange-offer thread for the additional $250 million and is a routine step required by the registration rights agreement; it does not raise new money or change the debt amount. The expiry date is blank and the offer is not yet effective.
3 Oct 2012material agreement▲ GoodMajor
On October 3, 2012 Eagle Rock's operating subsidiary amended its Brookeland gas gathering and processing agreement with Anadarko, effective April 1, 2012. Anadarko must now also deliver gas from an additional roughly 800,000-acre, 10-year dedication in Louisiana, and new wells spud on or after April 1, 2012 move to a fixed gathering fee instead of a commodity-price-sensitive processing fee. Financial terms are partly redacted, so the dollar impact is not stated.
2 Oct 2012asset acquisition disposition▲ GoodMajor
Eagle Rock, through its subsidiary Eagle Rock Field Services, completed the BP acquisition of the two Texas Panhandle gas plants and gathering system on October 1, 2012 for about $230.6 million in cash (including the roughly $23 million deposit), funded with borrowings under its revolving credit facility. At closing it signed a 20-year fixed-fee Gas Gathering and Processing Agreement with BP covering BP's production from the connected wells and certain future wells. This resolves the pending BP deal; the filing says the purchase was funded from the revolver, while the August equity raise was earlier stated as meant for part of the price.
17 Aug 2012material agreement● NeutralMajor
Eagle Rock sold 10,120,000 new common units to the public at $8.72 each (including 1,320,000 from the underwriters' full over-allotment option), closing August 17, 2012, for net proceeds of about $84.5 million. The press release says the money is meant to fund part of the BP acquisition, with interim use to repay credit facility borrowings, and general partnership purposes if the deal does not close. The new units dilute existing unitholders; this is separate from the $100 million at-the-market program, and the filing does not say that program was used.
13 Aug 2012material agreement● NeutralMajor
On August 10, 2012 Eagle Rock agreed to buy two BP gas processing plants (Sunray and Hemphill, about 220 MMcf/d combined capacity) and a connected gathering system in the Texas Panhandle for about $227.5 million in cash, subject to adjustments, and paid a deposit of about $23 million. The assets sit next to its existing Panhandle midstream assets; closing is expected October 1, 2012, subject to conditions including antitrust (HSR) clearance, and the deposit is forfeited if Eagle Rock terminates, with limited exceptions. This is a new acquisition thread; the filing text provided is truncated, so how it will be funded is not shown here.
13 July 2012debt financing● NeutralMajor
On July 10, 2012 Eagle Rock agreed to sell an additional $250 million of its 8 3/8% senior notes due 2019 at 96.751% of par, for net proceeds of about $241.6 million, closing July 13, 2012 and used to repay borrowings under its credit facility. The new notes are treated as one class with the $300 million issued in May 2011, bringing the total to $550 million (inference: sum of the two issues). A new registration rights agreement requires an exchange offer within 300 days of July 13, 2012, or 1% additional interest.
30 May 2012material agreement● NeutralMajor
On May 30, 2012, Eagle Rock signed equity distribution agreements with UBS Securities and Knight Capital Americas, allowing it to sell common units with an aggregate offering price of up to $100 million from time to time through them at market prices. Any sales would add new units and could dilute existing holders; the filing does not say how many units, if any, will be sold or what the proceeds would be used for.
17 May 2012capital raising announcement▲ GoodMajor
The warrant program ended on May 15, 2012: 2,140,964 warrants were exercised for new common units, bringing in about $12.8 million, and 407,117 expired unexercised. This includes 273,484 warrants exercised by Montierra Minerals & Production, an NGP affiliate, for $1,640,904; the filing notes CEO Joseph Mills is also CEO and a manager of Montierra's general partner. This resolves the open thread on the June 2010 warrants.
12 Apr 2012material agreement● Neutral
On April 6, 2012, Eagle Rock's subsidiary amended its NGL exchange agreement with ONEOK Hydrocarbon (dated Dec 2005, amended Dec 2010 and Aug 2011) to extend its term and increase the volume delivered from a New Dedicated Plant, with a new Base Exchange Differential on that added volume. The financial terms are redacted, and the length of the extension is not stated, so the dollar effect cannot be determined.
19 Mar 2012capital raising announcement▲ GoodMajor
On March 15, 2012, entities affiliated with Eagle Rock Holdings and Natural Gas Partners exercised 200,000 warrants for $1,200,000, and the partnership issued the same number of common units. The attached press release says 3,159,624 warrants in total were exercised that day for about $19.0 million, which the partnership intends to use to repay revolving credit facility borrowings, leaving 2,548,081 warrants outstanding. The final exercise date is May 15, 2012, after which unexercised warrants expire.
12 Jan 2012business combination● Neutral
Eagle Rock and Eagle Rock Energy Finance Corp. filed Amendment No. 1 to the November 2011 registration statement for the offer to swap up to $300 million of 8 3/8% senior notes due 2019 for registered notes with materially identical terms. This continues the exchange offer; it is not new borrowing and does not change the debt amount. The expiry date is still blank and the registration is still not stated as effective.
18 Nov 2011capital raising announcement● Neutral
On November 15, 2011, entities affiliated with Eagle Rock Holdings and Natural Gas Partners exercised 247,617 warrants from the June 2010 rights offering, and the partnership issued the same number of new common units for an aggregate exercise price of $1,485,702. This continues the warrant exercises seen in August 2011; it adds a small number of units and cash. The press release (Exhibit 99.1) is referenced but its text is not included, so nothing further is stated.
14 Nov 2011business combination● Neutral
On November 14, 2011 Eagle Rock and Eagle Rock Energy Finance Corp. filed a registration statement to offer holders of up to $300 million of the 8 3/8% senior notes due 2019 (issued May 27, 2011) a swap into registered notes with materially identical terms. This fulfils the registration rights promised in May 2011; it is not new borrowing and does not change the amount of debt. The offer's expiry date is blank in the filing.