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Actionable news in EROC: Eagle Rock Energy Partners, L.P.,

Current report, items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, and 9.01

U NITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Eagle Rock Energy Partners, L.P.
(Exact name of registrant as specified in its charter)

Houston, Texas 77002
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In connection with the consummation of the Merger described in Item 2.01 below, on October 8, 2015, all outstanding obligations in respect of principal, interest and fees under that certain Amended and Restated Credit Agreement, dated as of June 22, 2011 (the “ Credit Agreement ”), by and among Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”), as borrower, Wells Fargo Bank, National Association, as administrative agent and swingline lender, Bank of America, N.A. and The Royal Bank of Scotland plc, as co‑syndication agents, and BNP Paribas, as documentation agent, and the lenders party thereto, as amended, were repaid and the Credit Agreement was terminated.

On October 8, 2015, the Partnership became a wholly owned indirect subsidiary of Vanguard Natural Resources, LLC, a Delaware limited liability company (“ Vanguard ”), as a result of the merger of Talon Merger Sub, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Vanguard (“ Merger Sub ”), with and into the Partnership, with the Partnership continuing as the surviving entity (the “ Merger ”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 21, 2015 (the “ Merger Agreement ”), by and among the Partnership, Eagle Rock Energy GP, L.P., a Delaware limited partnership and the general partner of the Partnership (the “ General Partner ”), Vanguard and Merger Sub.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each common unit representing limited partner interests in the Partnership (collectively, the “ Partnership Common Units ”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.185 Vanguard common units (such units, the “ Vanguard Common Units ,” and such consideration, the “ Merger Consideration ”) or, in the case of fractional Vanguard Common Units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Vanguard Common Unit multiplied by (ii) the average closing price for a Vanguard Common Unit as reported on the...


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