-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FKnnvhyLIDnqoHZN8JlrxiIulEBlCrhStXszQ+cHfsgzGaiDFVLEGMmoAUHpo7Nz lv5s4wBNobukLv6LXnGZNg== 0001172661-09-000977.txt : 20090522 0001172661-09-000977.hdr.sgml : 20090522 20090520171837 ACCESSION NUMBER: 0001172661-09-000977 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090520 DATE AS OF CHANGE: 20090520 GROUP MEMBERS: NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P. GROUP MEMBERS: NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P. GROUP MEMBERS: NEW MOUNTAIN VANTAGE (CAYMAN) LTD. GROUP MEMBERS: NEW MOUNTAIN VANTAGE (TEXAS), L.P. GROUP MEMBERS: NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. GROUP MEMBERS: NEW MOUNTAIN VANTAGE GP, L.L.C. GROUP MEMBERS: NEW MOUNTAIN VANTAGE HOLDCO LTD. GROUP MEMBERS: STEVEN B. KLINSKY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE ROCK ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001364541 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 680629883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82185 FILM NUMBER: 09843421 BUSINESS ADDRESS: STREET 1: 16701 GREENSPOINT PARK DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-408-1200 MAIL ADDRESS: STREET 1: 16701 GREENSPOINT PARK DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Rock Energy Partners, L.P. DATE OF NAME CHANGE: 20060531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW MOUNTAIN VANTAGE, L.P. CENTRAL INDEX KEY: 0001349525 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: New Mountain Vantage LP DATE OF NAME CHANGE: 20060112 SC 13G/A 1 eroc051809.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Eagle Rock Energy Partners, L.P. (Name of Issuer) Common Units of Limited Partner Interests (Title of Class of Securities) 26985R104 (CUSIP Number) May 18, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 26985R104 1. Names of Reporting Person New Mountain Vantage GP, L.L.C. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,028,914 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,028,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,028,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 3.7% 12. Type of Reporting Person OO CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage, L.P. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 265,900 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 265,900 9. Aggregate Amount Beneficially Owned by Each Reporting Person 265,900 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.5% 12. Type of Reporting Person PN CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage (California), L.P. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 385,700 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 385,700 9. Aggregate Amount Beneficially Owned by Each Reporting Person 385,700 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.7% 12. Type of Reporting Person PN CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage (California) II, L.P. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,304,614 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,304,614 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,304,614 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 2.4% 12. Type of Reporting Person PN CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage (Texas), L.P. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 72,700 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 72,700 9. Aggregate Amount Beneficially Owned by Each Reporting Person 72,700 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person PN CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage Advisers, L.L.C. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,663,206 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,663,206 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,663,206 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.8% 12. Type of Reporting Person OO CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage (Cayman) Ltd. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 634,292 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 634,292 9. Aggregate Amount Beneficially Owned by Each Reporting Person 634,292 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.1% 12. Type of Reporting Person CO CUSIP No. 26985R104 1. Names of Reporting Person New Mountain Vantage HoldCo Ltd. 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 634,292 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 634,292 9. Aggregate Amount Beneficially Owned by Each Reporting Person 634,292 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.1% 12. Type of Reporting Person CO CUSIP No. 26985R104 1. Names of Reporting Person Steven B. Klinsky 2. Check the Appropriate Box if a Member Of a Group [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States of America 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,663,206 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,663,206 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,663,206 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.8% 12. Type of Reporting Person IN Item 1. (a) Issuer: Eagle Rock Energy Partners, L.P. ("Eagle Rock") (b) Address of Issuer's Principal Executive Offices: 16701 Greenspoint Park Drive, Suite 200 Houston, Texas 77060 Item 2. (a) Name of Person Filing: This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons")*: (i) New Mountain Vantage GP, L.L.C. (ii) New Mountain Vantage, L.P.; (iii) New Mountain Vantage (California), L.P.; (iv) New Mountain Vantage (California) II, L.P.; (v) New Mountain Vantage (Texas), L.P.; (vi) New Mountain Vantage Advisers, L.L.C.; (vii) New Mountain Vantage (Cayman) Ltd.; (viii) New Mountain Vantage HoldCo Ltd. and (ix) Steven B. Klinsky Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them. * Neither the present filing nor anything contained herein shall be construed as an admission that two or more Reporting Persons constitute a "person" for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended. (b) Address of Principal Business Offices or, if None, Residence: The principal business address of each of the Reporting Persons (other than New Mountain Vantage (Cayman) Ltd. and New Mountain Vantage HoldCo Ltd.) is 787 Seventh Avenue, 49th Floor, New York, NY 10019. The principal business address of each of New Mountain Vantage (Cayman) Ltd. and New Mountain Vantage HoldCo Ltd. is c/o Walkers SPV Limited, PO Box 908GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands. (c) Citizenship: Each of New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (California) II, L.P. and New Mountain Vantage (Texas), L.P. is a Delaware limited partnership. Each of New Mountain Vantage GP, L.L.C. and New Mountain Vantage Advisers, L.L.C. is a Delaware limited liability company. Each of New Mountain Vantage (Cayman) Ltd. and New Mountain Vantage HoldCo Ltd. is a Cayman Islands exempted limited company. Steven B. Klinsky is a citizen of the United States. (d) Title of Class of Securities Common Units of Limited Partner Interests (e) CUSIP Number: 26985R104 Item 3. Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c). Item 4. Ownership The percent of class provided for each reporting person below is based on 55,267,721 Common Units outstanding, which is the total number of Common Units outstanding as of May 4, 2009 as reported in Eagle Rock's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, as filed with the Securities and Exchange Commission on May 8, 2009. 1. New Mountain Vantage GP, L.L.C. a. Amount beneficially owned: 2,028,914 (See Footnote 1 Below) b. Percent of class: 3.7% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 2,028,914 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 2,028,914 2. New Mountain Vantage, L.P. a. Amount beneficially owned: 265,900 b. Percent of class: 0.5% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 265,900 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 265,900 3. New Mountain Vantage (California), L.P. a. Amount beneficially owned: 385,700 b. Percent of class: 0.7% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 385,700 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 385,700 4. New Mountain Vantage (California) II, L.P. a. Amount beneficially owned: 1,304,614 b. Percent of class: 2.4% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 1,304,614 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 1,304,614 5. New Mountain Vantage (Texas), L.P. a. Amount beneficially owned: 72,700 b. Percent of class: 0.1% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 72,700 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 72,700 6. New Mountain Vantage Advisers, L.L.C. a. Amount beneficially owned: 2,663,206 (See Footnote 2 Below) b. Percent of class: 4.8% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 2,663,206 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 2,663,206 7. New Mountain Vantage (Cayman) Ltd. a. Amount beneficially owned: 634,292 (See Footnote 3 Below) b. Percent of class: 1.1% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 634,292 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 634,292 8. New Mountain Vantage HoldCo Ltd. a. Amount beneficially owned: 634,292 b. Percent of class: 1.1% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 634,292 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 634,292 9. Steven B. Klinsky a. Amount beneficially owned: 2,663,206 (See Footnote 4 Below) b. Percent of class: 4.8% c. Number of units as to which the person has: i. sole power to vote or to direct the vote: 0 ii. shared power to vote or to direct the vote: 2,663,206 iii. sole power to dispose or to direct the disposition of: 0 iv. shared power to dispose or to direct the disposition of: 2,663,206 Item 5. Ownership of Five Percent or Less of a Class X Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Eagle Rock and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. _______________________________________________________________________________ 1 New Mountain Vantage GP, L.L.C. may be deemed to beneficially own an aggregate of 2,028,914 Common Units that are owned by New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (California) II, L.P. and New Mountain Vantage (Texas), L.P. representing, in the aggregate, approximately 3.7% of the issued and outstanding Common Units. New Mountain Vantage GP, L.L.C. disclaims beneficial ownership of these Common Units except to the extent of its pecuniary interest therein. 2 New Mountain Vantage Advisers, L.L.C. may be deemed to beneficially own an aggregate of 2,663,206 Common Units that are owned by New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (California) II,L.P., New Mountain Vantage (Texas), L.P. and New Mountain Vantage HoldCo Ltd.representing, in the aggregate, approximately 4.8% of the issued and outstanding Common Units. New Mountain Vantage GP, L.L.C. disclaims beneficial ownership of these Common Units except to the extent of its pecuniary interest therein. 3 New Mountain Vantage (Cayman) Ltd. may be deemed to beneficially own 634,292 Common Units that are owned by New Mountain Vantage HoldCo Ltd. representing approximately 1.1% of the issued and outstanding Common Units. New Mountain Vantage (Cayman) Ltd. disclaims beneficial ownership of these Common Units except to the extent of its pecuniary interest therein. 4 Mr. Klinsky may be deemed to beneficially own an aggregate of 2,663,206 Common Units that are owned by New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (California) II, L.P., New Mountain Vantage (Texas), L.P. and New Mountain Vantage (Cayman) Ltd. representing, in the aggregate, approximately 4.8% of the issued and outstanding Common Units. Mr. Klinsky disclaims beneficial ownership of these Common Units except to the extent of his pecuniary interest therein. ________________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 20, 2009 NEW MOUNTAIN VANTAGE GP, L.L.C. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE, L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (TEXAS), L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (CAYMAN) LTD. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Director NEW MOUNTAIN VANTAGE HOLDCO LTD. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Director EXHIBIT A The undersigned, New Mountain Vantage GP, L.L.C., New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (California) II, L.P., New Mountain Vantage (Texas), L.P., New Mountain Vantage Advisers, L.L.C., New Mountain Vantage (Cayman) Ltd., New Mountain Vantage HoldCo Ltd. and Steven B. Klinsky, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them. Dated: May 20, 2009 NEW MOUNTAIN VANTAGE GP, L.L.C. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE, L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (TEXAS), L.P. By: New Mountain Vantage GP, L.L.C., its general partner By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Managing Member NEW MOUNTAIN VANTAGE (CAYMAN) LTD. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Director NEW MOUNTAIN VANTAGE HOLDCO LTD. By: /s/ Steven B. Klinsky -------------------------- Name: Steven B. Klinsky Title: Director -----END PRIVACY-ENHANCED MESSAGE-----