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EX-99.1 - EXHIBIT 99.1 - EAGLE ROCK ENERGY PARTNERS L Ppressrelease-012.htm





UNITED 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

Date of Report (Date of earliest event reported): July 10, 2012


EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)

Delaware
001-33016
68-0629883
(State or other jurisdiction of incorporation or organization)
Commission File Number
(I.R.S. Employer Identification No.)

1415 Louisiana Street, Suite 2700
Houston, Texas  77002
(Address of principal executive offices, including zip code)

(281) 408-1200
(Registrant's telephone number, including area code)


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:

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

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

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

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




Item 8.01
Other Events.
On July 10, 2012, Eagle Rock Energy Partners, L.P. (the “Partnership”) issued a press release announcing that it intends to commence a private offering of senior unsecured notes due 2020.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
 
Item 9.01
Financial Statements and Exhibits.
 (d) Exhibits.
 
Exhibit No.
Description

99.1
Press release of Eagle Rock Energy Partners, L.P. dated July 10, 2012.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
EAGLE ROCK ENERGY PARTNERS, L.P.
 
 
 
 
 
By:
 
Eagle Rock Energy GP, L.P.,
 
 
 
its general partner
 
By:
 
Eagle Rock Energy G&P, LLC,
 
 
 
its general partner
Date: July 10, 2012
By:
 
/s/ Charles C. Boettcher
 
 
 
Charles C. Boettcher
 
 
 
Senior Vice President and General Counsel