SAN DIEGO--(BUSINESS WIRE)--Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced in the United States District Court for the Southern District of Texas on behalf of holders of Eagle Rock Energy Partners, L.P. (“Eagle Rock”) (NASDAQ:EROC) common units on December 23, 2013 in connection with the acquisition of Eagle Rock by Regency Energy Partners LP (“Regency LP”) and Regal Midstream LLC, a wholly-owned subsidiary of Regency LP (“Regal”) (and with Regency LP, “Regency”) as described below.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at firstname.lastname@example.org. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint alleges that Eagle Rock, Eagle Rock Energy G&P, LLC (“LLC”), the general partner of Eagle Rock Energy GP, L.P. (“GP”), the members of LLC’s Board of Directors (the “Board”), Regency LP and Regal breached their duties and/or aided and abetted breaches of duties in connection with the acquisition of Eagle Rock by Regency (the “Proposed Acquisition”). In addition, the complaint charges Eagle Rock, LLC, GP and the Board with violations of §§14(a) and 20(a) of the Securities Exchange Act of 1934 (“1934 Act”), arising out of these defendants’ dissemination of a false and misleading proxy statement in connection with the Proposed Acquisition. Eagle Rock is a growth-oriented master limited partnership engaged in two businesses: (a) midstream, which includes (i) gathering, compressing, treating, processing and transporting natural gas; (ii) fractionating and transporting natural gas liquids (NGLs); (iii) crude oil and condensate logistics and marketing; and (iv) natural gas marketing and trading; and (b) upstream, which includes exploiting, developing, and producing hydrocarbons in oil and natural gas properties.
On December 23, 2013, defendants announced that they had entered into a definitive agreement pursuant to which Eagle Rock will contribute its midstream business to Regency for total consideration of up to $1.325 billion. The complaint alleges that in an attempt to secure unitholder support for the Proposed Acquisition, on January 31, 2014 defendants issued a materially false and misleading Preliminary Proxy on Schedule 14A (the “Proxy”). The Proxy, which recommends that Eagle Rock unitholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about, inter alia, the sales process for the Company’s midstream business, conflicts of interest that corrupted the sales process and the actual intrinsic value of the Company and its midstream business on a stand-alone basis and as acquired by Regency. On or about March 18, 2014, defendants caused Eagle Rock to file its Definitive Proxy on Schedule 14A (the “Definitive Proxy”). The Definitive Proxy, which reiterates the Proxy’s recommendation that Eagle Rock unitholders vote in favor of the Proposed Acquisition, sets April 29, 2014 as the date of the unitholder vote on the Proposed Acquisition and repeats – without change – the Proxy’s material omissions and misrepresentations in contravention of §§14(a) and 20(a) of the 1934 Act.
Plaintiff seeks to recover injunctive and equitable relief for all holders of Eagle Rock common units on December 23, 2013. The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.
Robbins Geller represents U.S. and international institutional investors in contingency-based securities and corporate litigation. With nearly 200 lawyers in ten offices, the firm represents hundreds of public and multi-employer pension funds with combined assets under management in excess of $2 trillion. The firm has obtained many of the largest recoveries in history and has been ranked number one in the number of shareholder class action recoveries in MSCI’s Top SCAS 50 every year since 2003. Please visit http://www.rgrdlaw.com for more information.