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Actionable news in VNR: Vanguard Natural Resources LLC,

VANGUARD NATURAL RESOURCES, LLC

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Registration No. 333-202064

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_______________________________

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________

VNR FINANCE CORP.

(Exact name of registrant as specified in its charter)
________________________________

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)
________________________________

Scott W. Smith
5847 San Felipe, Suite 3000
Houston, Texas 77057
(832) 327-2255
(Name, address, including zip code, and telephone number,

including area code, of agent for service)

________________________________

Copy to:
Douglas V. Getten

Paul Hastings LLP
600 Travis Street, Suite 5800
Houston, Texas 77002
(713) 860-7300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

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 offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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. x

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. x

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Vanguar d Natural Gas, LLC
(Exact Name of Registrant as Specified in its Charter)

VNR Holdings, LLC
(Exact Name of Registrant as Specified in its Charter)

Vanguard Operating, LLC
(Exact Name of Registrant as Specified in its Charter)

Encore Clear Fork Pipeline LLC
(Exact Name of Registrant as Specified in its Charter)

Eagle Rock Energy Acquisition Co. II, Inc.
(Exact Name of Registrant as Specified in its Charter)

Eagle Rock Upstream Development Company II, Inc.
(Exact Name of Registrant as Specified in its Charter)

Eagle Rock Acquisition Partnership II, L.P.
(Exact Name of Registrant as Specified in its Charter)

Eagle Rock Energy Acquisition Co., Inc.
(Exact Name of Registrant as Specified in its Charter)

Eagle Rock Upstream Development Company, Inc.
(Exact Name of Registrant as Specified in its Charter)

Eagle Rock Acquisition Partnership, L.P.
(Exact Name of Registrant as Specified in its Charter)

Escambia Operating Co. LLC
(Exact Name of Registrant as Specified in its Charter)

Escambia Asset Co. LLC
(Exact Name of Registrant as Specified in its Charter)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Vanguard Natural Resources, LLC’s Registration Statement on Form S-3 (File No. 333-202064) (the “Registration Statement”) is being filed to (i) add Eagle Rock Energy Acquisition Co. II, Inc., Eagle Rock Upstream Development Company II, Inc., Eagle Rock Acquisition Partnership II, L.P., Eagle Rock Energy Acquisition Co., Inc., Eagle Rock Upstream Development Company, Inc., Eagle Rock Acquisition Partnership, L.P., Escambia Operating Co. LLC and Escambia Asset Co. LLC, each a 100% owed subsidiary of Vanguard Natural Resources, LLC as co-registrants to the Registration Statement to allow such subsidiary guarantors to guarantee the debt securities covered by the Registration Statement, (ii) add such guarantees of the debt securities to the Registration Statement, (iii) remove Vanguard Permian, LLC and Encore Energy Partners Operating LLC as co-registrants to the Registration Statement and (iv) file or incorporate by reference the required exhibits to the Registration Statement. No changes or additions are being made hereby to the Prospectus that forms a part of the Registration Statement. Accordingly, the Prospectus has been omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the...


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