0001144204-17-039892.txt : 20170803 0001144204-17-039892.hdr.sgml : 20170803 20170803081246 ACCESSION NUMBER: 0001144204-17-039892 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170802 DATE AS OF CHANGE: 20170803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Natural Resources, Inc. CENTRAL INDEX KEY: 0001384072 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064 FILM NUMBER: 171002927 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 832-327-2259 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: Vanguard Natural Resources, LLC DATE OF NAME CHANGE: 20070425 FORMER COMPANY: FORMER CONFORMED NAME: Vanguard Natural Resrouces LLC DATE OF NAME CHANGE: 20061219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Encore Clear Fork Pipeline LLC CENTRAL INDEX KEY: 0001445198 IRS NUMBER: 208542032 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-03 FILM NUMBER: 171002936 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1400 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178779955 MAIL ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1400 CITY: FORT WORTH STATE: TX ZIP: 76102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Operating, LLC CENTRAL INDEX KEY: 0001633675 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-01 FILM NUMBER: 171002937 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: (832) 327-2255 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Rock Upstream Development Co II, Inc. CENTRAL INDEX KEY: 0001461333 IRS NUMBER: 201477453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-14 FILM NUMBER: 171002934 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Rock Upstream Development Company, Inc. CENTRAL INDEX KEY: 0001461337 IRS NUMBER: 201560113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-11 FILM NUMBER: 171002931 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Escambia Asset Co. LLC CENTRAL INDEX KEY: 0001461329 IRS NUMBER: 204942000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-08 FILM NUMBER: 171002928 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Escambia Operating Co. LLC CENTRAL INDEX KEY: 0001461330 IRS NUMBER: 204943869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-09 FILM NUMBER: 171002929 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Rock Energy Acquisition Co., Inc. CENTRAL INDEX KEY: 0001461338 IRS NUMBER: 260604564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-12 FILM NUMBER: 171002932 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Rock Acquisition Partnership, L.P. CENTRAL INDEX KEY: 0001461336 IRS NUMBER: 261206706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-10 FILM NUMBER: 171002930 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Rock Energy Acquisition Co. II, Inc. CENTRAL INDEX KEY: 0001461334 IRS NUMBER: 262463364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-15 FILM NUMBER: 171002935 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Rock Acquisition Partnership II, L.P. CENTRAL INDEX KEY: 0001461332 IRS NUMBER: 262830903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-13 FILM NUMBER: 171002933 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VNR Holdings, LLC CENTRAL INDEX KEY: 0001468366 IRS NUMBER: 383756371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-06 FILM NUMBER: 171002938 BUSINESS ADDRESS: STREET 1: 7700 SAN FELIPE STREET 2: SUITE 485 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 8323272258 MAIL ADDRESS: STREET 1: 7700 SAN FELIPE STREET 2: SUITE 485 CITY: HOUSTON STATE: TX ZIP: 77063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vanguard Natural Gas, LLC CENTRAL INDEX KEY: 0001468367 IRS NUMBER: 201951004 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-202064-05 FILM NUMBER: 171002939 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 8323272258 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77057 POS AM 1 v472155_posam.htm POS AM

 

As filed with the Securities and Exchange Commission on August 2, 2017

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-202064

 

UNDER THE SECURITIES ACT OF 1933

 

VANGUARD NATURAL RESOURCES, LLC
VANGUARD NATURAL RESOURCES, INC.

and Other Registrants*
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

Delaware

 

1311

61-1521161

80-0411494

(State or other jurisdiction of
incorporation or organization)		 (Primary Standard Industrial
Classification Code Number)		 (I.R.S. Employer
Identification Number)

 


5847 San Felipe, Suite 3000

Houston, Texas 77057

(832) 327-2255

Scott W. Smith

5847 San Felipe, Suite 3000

Houston, Texas 77057

(832) 327-2255

(Address, including zip code, and telephone
number, including area code, of registrant’s
principal executive offices)		 (Name, address, including zip code, and telephone
number, including area code,
of agent for service)

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Douglas V. Getten

Paul Hastings LLP

600 Travis St., Suite 5800

Houston, Texas 77002

(713) 860-7300

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

  

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.

 

Large accelerated filer ☐ Accelerated filer x
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

 

 

 

 

*TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact name of registrant
as specified in its charter		 

State or other
jurisdiction of
incorporation

or organization 

  I.R.S. Employer
Identification
Number		 

Address, including zip code,
and telephone number, including

area code, of registrant’s
principal executive offices 

Vanguard Natural Gas, LLC  Kentucky  20-1951004  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
VNR Holdings, LLC  Delaware  38-3756371  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Vanguard Operating, LLC  Delaware  30-0839331  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Encore Clear Fork Pipeline LLC  Delaware  20-8542032  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Eagle Rock Energy Acquisition Co. II, Inc.  Delaware  26-2463364  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Eagle Rock Upstream Development Company II, Inc.  Delaware  20-1477453  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Eagle Rock Acquisition Partnership II, L.P.  Delaware  26-2830903  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Eagle Rock Energy Acquisition Co., Inc.  Delaware  20-0604564  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Eagle Rock Upstream Development Company, Inc.  Delaware  20-1560113  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Eagle Rock Acquisition Partnership, L.P.  Delaware  26-1206706  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Escambia Operating Co. LLC  Delaware  20-4942000  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
          
Escambia Asset Co. LLC  Delaware  20-4943869  5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255

 

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 3 relates to the following Registration Statement on Form S-3, originally filed by Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), with the Securities and Exchange Commission:

 

·Registration Statement No. 333-202064, initially filed on February 12, 2015, registering the offer and sale by certain selling unitholders from time to time of an indeterminate amount of common units representing limited liability company interests, debt securities, guarantees of debt securities, 7.875% Series A Cumulative Redeemable Perpetual Preferred Units, 7.625% Series B Cumulative Redeemable Perpetual Preferred Units and 7.75% Series C Cumulative Redeemable Perpetual Preferred Units.

 

On July 18, 2017, an order confirming the Modified Second Amended Joint Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code (the “Plan”) of the Company and certain of its subsidiaries (collectively with the Company, “Vanguard”) was entered by the United States Bankruptcy Court for the Southern District of Texas. On August 1, 2017, Vanguard substantially consummated the Plan and emerged from their Chapter 11 cases. As part of the transactions undertaken pursuant to the Plan, the Company’s equity was cancelled, the Company dissolved and Vanguard Natural Resources, Inc., formerly known as VNR Finance Corp., a wholly owned subsidiary of the Company, became the successor issuer to the Company pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

 

As a result of the completion of the transactions contemplated by the Plan, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company 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, the Company hereby removes from registration by means of this Post-Effective Amendment No. 3 all of such securities 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  VANGUARD NATURAL RESOURCES, LLC
     
  By: /s/ Scott Smith                                          
  Name: Scott Smith
  Title: President and Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  VANGUARD NATURAL GAS, LLC
     
  By: Vanguard Natural Resources, LLC,
    its sole manager
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:  President and Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  VNR HOLDINGS, LLC
     
  By: Vanguard Natural Gas, LLC,
    its sole member
     
  By: Vanguard Natural Resources, LLC,
    its sole manager
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:  President and Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  VANGUARD OPERATING, LLC
     
  By: Vanguard Natural Gas, LLC,
    its sole member
     
  By: Vanguard Natural Resources, LLC,
    its sole manager
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:  President and Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  ENCORE CLEAR FORK PIPELINE LLC
     
  By: Vanguard Operating, LLC,
    its sole manager
     
  By: Vanguard Natural Gas, LLC,
    its sole member
     
  By: Vanguard Natural Resources, LLC,
    its sole manager
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:  President and Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  Eagle Rock Energy Acquisition Co. II, Inc.
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:   Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC.
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:   Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  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

 

 

 

 

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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  Eagle Rock ENERGY Acquisition Co., Inc.
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:   Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  Eagle Rock Upstream Development Company, Inc.
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:   Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  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

 

 

 

 

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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  Escambia Operating Co. LLC
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:  President and Chief Executive 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. 3 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, Texas on August 2, 2017. No other person is required to sign this Post-Effective Amendment No. 3 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.

 

  Escambia ASSET Co. LLC
     
  By: /s/ Scott W. Smith
    Name: Scott W. Smith
    Title:  President and Chief Executive Officer