0000899243-15-006622.txt : 20151013 0000899243-15-006622.hdr.sgml : 20151012 20151013160529 ACCESSION NUMBER: 0000899243-15-006622 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151008 FILED AS OF DATE: 20151013 DATE AS OF CHANGE: 20151013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERH NGP 8 SPV, LLC CENTRAL INDEX KEY: 0001527958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156166 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY. STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY. STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eagle Rock Holdings NGP8, LLC CENTRAL INDEX KEY: 0001513100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156168 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eagle Rock Holdings NGP7, LLC CENTRAL INDEX KEY: 0001513099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156170 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Income Management, L.L.C. CENTRAL INDEX KEY: 0001398062 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156171 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY, SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1400 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY, SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Natural Gas Partners VII, L.P. CENTRAL INDEX KEY: 0001377292 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156173 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972.432.1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Montierra Management LLC CENTRAL INDEX KEY: 0001398059 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156174 BUSINESS ADDRESS: STREET 1: 24 GREENWAY PLAZA, SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-843-7500 MAIL ADDRESS: STREET 1: 24 GREENWAY PLAZA, SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77046 ISSUER: 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 BUSINESS ADDRESS: STREET 1: THE WEDGE TOWER STREET 2: 1415 LOUISIANA STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-408-1200 MAIL ADDRESS: STREET 1: P.O. BOX 2968 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Rock Energy Partners, L.P. DATE OF NAME CHANGE: 20060531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Income Co-Investment Opportunities Fund II, L.P. CENTRAL INDEX KEY: 0001655473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156165 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD. STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD. STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Natural Gas Partners VIII, L.P. CENTRAL INDEX KEY: 0001377291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156172 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972.432.1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERH NGP 7 SPV, LLC CENTRAL INDEX KEY: 0001527957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156167 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY. STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FWY. STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Montierra Minerals & Production, L.P. CENTRAL INDEX KEY: 0001398061 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 151156175 BUSINESS ADDRESS: STREET 1: 24 GREENWAY PLAZA, SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-843-7500 MAIL ADDRESS: STREET 1: 24 GREENWAY PLAZA, SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77046 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-10-08 1 0001364541 EAGLE ROCK ENERGY PARTNERS L P EROC 0001398061 Montierra Minerals & Production, L.P. 16107 KENSINGTON DRIVE #257 SUGAR LAND TX 77479 0 0 1 0 0001398059 Montierra Management LLC 16107 KENSINGTON DRIVE #257 SUGAR LAND TX 77479 0 0 1 0 0001377292 Natural Gas Partners VII, L.P. 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001377291 Natural Gas Partners VIII, L.P. 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001398062 NGP Income Management, L.L.C. 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001513099 Eagle Rock Holdings NGP7, LLC 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001513100 Eagle Rock Holdings NGP8, LLC 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001527957 ERH NGP 7 SPV, LLC 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001527958 ERH NGP 8 SPV, LLC 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 0001655473 NGP Income Co-Investment Opportunities Fund II, L.P. 5221 N O?CONNOR BLVD, SUITE 1100 IRVING TX 75039 0 0 1 0 Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 6224449 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 50311 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 3004733 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 31429939 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 54714 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 3593475 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 7028548 D 0 D Common Units Representing Limited Partner Interests 2015-10-08 4 J 0 1954432 D 0 D On May 21, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vanguard Natural Resources, LLC ("Vanguard"), pursuant to which Talon Merger Sub, LLC, an indirect wholly owned subsidiary of Vanguard, would merge with and into the Issuer, with the Issuer continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard. On October 8, 2015, the transactions contemplated by the Merger Agreement were consummated. As a result, pursuant to the terms of the Merger Agreement, all common units representing limited partner interests in the Issuer ("Common Units") ceased to be listed on the NASDAQ, were deregistered under the Securities Exchange Act of 1934, and were converted into the right of each unitholder to receive a number of Vanguard common units equal to 0.185 multiplied by the number of Common Units held by such unitholder. The Issuer is now an indirect wholly owned subsidiary of Vanguard. Montierra Minerals & Production, L.P. ("Montierra") is the sole record owner of these 6,224,449 Common Units. Because Montierra Management LLC ("Montierra Management") is the general partner of Montierra, Montierra Management may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 6,224,449 Common Units held by Montierra. Natural Gas Partners VII, L.P. ("NGP VII") appoints three managers on the board of Montierra Management, and NGP VII also owns a majority limited partner interest in Montierra. NGP VII thus may also be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 6,224,449 Common Units held by Montierra. Montierra Management is the sole record owner of these 50,311 Common Units. NGP VII appoints three managers on the board of Montierra Management. NGP VII thus may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 50,311 Common Units held by Montierra Management. NGP VII is the sole record owner of these 3,004,733 Common Units. Natural Gas Partners VIII, L.P. ("NGP VIII") is the sole record owner of these 31,429,939 Common Units. NGP Income Management, L.L.C. ("NGP Income Management") is the sole record owner of these 54,714 Common Units. Because NGP VII directly owns 100% of NGP Income Management, NGP VII may be deemed to possess voting and sole dispositive power over, and thus beneficial ownership of, the 54,714 Common Units held by NGP Income Management. ERH NGP 7 SPV, LLC ("SPV 7") is the sole record owner of these 3,593,475 Common Units. Eagle Rock Holdings NGP 7, LLC is the sole member of SPV 7 and may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 3,593,475 Common Units held by SPV 7. Because NGP VII indirectly owns 100% of SPV 7, NGP VII may also be deemed to possess sole voting and dispositive power over, and thus possess beneficial ownership of, the 3,593,475 Common Units held by SPV 7. ERH NGP 8 SPV, LLC ("SPV 8") is the sole record owner of these 7,028,548 Common Units. Eagle Rock Holdings NGP 8, LLC is the sole member of SPV 8 and may be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 7,028,548 Common Units held by SPV 8. Because NGP VIII indirectly owns 100% of SPV 8, NGP VIII may also be deemed to possess sole voting and dispositive power over, and thus beneficial ownership of, the 7,028,548 Common Units held by SPV 8. NGP Income Co-Investment Opportunities Fund II, L.P. ("NGP Co-Invest") is the sole record owner of these 1,954,432 Common Units. NGP Energy Capital Management, L.L.C. ("NGP ECM") does not directly own any Common Units. 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 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. Thus, NGP ECM may be deemed to possess sole voting and dispositive powers over, and thus beneficial ownership of, all of the 53,340,601 Common Units reported herein. Form 1 of 2. /s/ Joseph A. Mills, Chief Executive Officer of Montierra Management LLC, general partner of Montierra Minerals & Production, L.P. 2015-10-13 /s/ Joseph A. Mills, Chief Executive Officer of Montierra Management LLC 2015-10-13 /s/ Kenneth A. Hersh, Authorized Member of GFW VII, L.L.C., general partner of G.F.W. Energy VII, L.P., general partner of Natural Gas Partners VII, L.P. 2015-10-13 /s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P. 2015-10-13 /s/ Tony R. Weber, President of NGP Income Management L.L.C. 2015-10-13 /s/ Kenneth A. Hersh, Authorized Member of GFW VII, L.L.C., general partner of G.F.W. Energy VII, L.P., general partner of Natural Gas Partners VII, L.P., sole member of Eagle Rock Holdings NGP 7, LLC 2015-10-13 /s/ Kenneth A. Hersh, Authorized Member of GFW VIII, L.L.C., general partner of G.F.W. Energy VIII, L.P., general partner of Natural Gas Partners VIII, L.P., sole member of Eagle Rock Holdings NGP 8, LLC 2015-10-13 /s/ Kenneth A. Hersh, Chief Executive Officer & President of ERH NGP 7 SPV, LLC 2015-10-13 /s/ Kenneth A. Hersh, Chief Executive Officer & President of ERH NGP 8 SPV, LLC 2015-10-13 /s/ Tony R. Weber, President of NGP Income Co-Investment II GP, L.L.C., general partner of NGP Income Co-Investment Opportunities Fund II, L.P. 2015-10-13