The NASDAQ-listed Eagle Rock Energy Partners is set to acquire all of the equity interest in Crow Creek Energy II from Natural Gas Partners VIII, LP, for approximately $525 million.
Eagle Rock’s lenders pre-approved an increase of its $160 million credit facility to $245 million. This gives Eagle Rock a $405 million borrowing foundation for the CC Energy transaction.
Roughly $303 million of Eagle Rock’s equity will be issued to Natural Gas Partners along with $15 million in cash. The new owners will also pick up $207 million of assumed debt.
“This is an awful big deal for us,” said Eagle Rock’s CFO Jeff Wood. The company plans to take its time to integrate CC Energy and does not anticipate another deal anytime soon, said the executive.
Eagle Rock and Natural Gas Partners relationship dates back to 2003. Natural Gas Partners acted as one of Eagle Rock’s financial sponsors and provided equity to pursue acquisitions. Natural Gas Partners now stands as the largest unitholder of Eagle Rock and once the CC Energy deal is closed its ownership interest in will increase from 24% to an estimated 40 to 45 percent.
The deal is expected to close by May 3 of this year and isn’t subject to the pre-merger requisite of the Hart-Scott-Rodino Antitrust Act.
Joseph Mills, Eagle Rock's chairman and CEO, said the addition of CC Energy is in line with its strategy to pursue the most accretive long-term opportunities for its upstream and midstream business lines. CC Energy comes with an extensive inventory of low-risk development prospects in reputable plays such as the Golden Trend Field and developing plays such as the Cana Shale.
Tudor, Pickering, Holt & Co. Securities, Inc. acted as financial advisor to Eagle Rock’s conflict committee. Andrews Kurth provided legal advice to the committee with Michael O’Leary as the lead.
Eagle Rock used Vinson & Elkins as its legal advisor on the deal with Douglas McWilliams as the lead.
Natural Gas Partners did not retain a financial advisor for the deal but Akin Gump Strauss Hauer & Feld handled legal matters with John Goodgame as the lead.
CC Energy’s legal advisor was from the offices of Thompson & Knight with Larry Hall as the lead counsel.
This article was updated at 3:45 PM EST, April 14, to reflect legal advisors who worked on the deal and Wood’s comment.