The transaction will be subject to customary purchase price adjustments. Of the total purchase price, $181 million will be paid in cash, to be funded through the partnership’s existing senior secured revolving credit facility, and $55 million will be paid through the issuance of four million Eagle Rock common units to the sellers in the transaction at an implied value of $13.75 per unit.

The transaction has an October 1, 2008, effective date and is expected to close in October 2008, subject to the satisfaction of various closing conditions, including the termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.