Eagle Rock Energy Partners, L.P. Enters into Definitive Stock Purchase Agreement...

Eagle Rock Energy Partners, L.P. Enters into Definitive Stock Purchase Agreement to Acquire Stanolind Oil and Gas Corporation for $79 Million

HOUSTON--(Business Wire)--
Eagle Rock Energy Partners, L.P. (NasdaqGS:EROC) ("Eagle Rock" or
the "Partnership") today announced it entered into a definitive stock
purchase agreement to acquire 100% of the outstanding common stock of
Stanolind Oil and Gas Corp. ("Stanolind") for a purchase price of $79
million, subject to customary purchase price adjustments. Stanolind,
based in Midland, Texas, is a privately held portfolio company of
Natural Gas Partners. Stanolind operates crude oil and natural gas
producing properties in the Permian Basin, primarily in Ward, Crane
and Pecos counties, Texas. The transaction, which is expected to close
by April 30, has been reviewed and approved by the Conflicts Committee
of the Board of Directors. The transaction is effective January 1,
2008.

Stanolind Operational Highlights at December 31, 2007:

-- Estimated proved reserves of approximately 6.7 MMBoe

-- 47% of proved reserves are producing

-- Large number of recompletion and low risk drilling
opportunities

-- 99% of value is operated

-- Proved reserves to production ratio of approximately 23 years

-- Current net production of approximately 850 Boe/d (as of April
1, 2008)

-- Proved reserves are 53% oil

-- 290 producing wells

-- Future F&D costs of $5.81/Boe

-- Proved Reserve Acquisition Cost of $12.21/Boe (including
estimated transaction costs)

-0-
*T
Oil Wet Gas Oil Equiv PV 10
MBo MMcf MBoe $millions
Proved
Producing 1,852 7,699 3,135 66.4

Non-
producing 608 3,769 1,236 27.3

Undeveloped 1,047 7,483 2,294 35.3
---------------------------------------------

----------------------------------------------------------------------
Total Proved 3,507 18,950 6,665 $129.0
----------------------------------------------------------------------

Probable (Risked @ 50%)
Non-
producing 98 439 172

Undeveloped 650 2,028 988
---------------------------------------------

Total Probable 749 2,467 1,160

Possible (Risked @ 25%)
Non-
producing 29 184 60

Undeveloped 237 811 372
---------------------------------------------

Total Possible 266 995 432

----------------------------------------------------------------------

----------------------------------------------------------------------
3P 4,522 22,412 8,257
----------------------------------------------------------------------

Note: Based on third party engineering firm reserve report as of
12/31/2007 and SEC pricing.

*T

Stanolind Financial Highlights:

-- Based on current forward pricing and proved reserves
estimates, Stanolind is expected to generate approximately
$15.3 million in annualized Adjusted EBITDA during 2008.

-- Annual maintenance capital expenditures of approximately $1.5
million.

-- Acquisition is immediately accretive to our unitholders.

-- Management anticipates recommending to the Board of Directors
to increase both the partnership's distribution and its
distribution coverage ratio with respect to the second quarter
of 2008.

-- Acquisition to be funded with borrowings from the
Partnership's revolving credit facility.

With respect to the announced acquisition, Joseph A. Mills,
chairman and chief executive officer of Eagle Rock said, "Consistent
with our objectives, Eagle Rock continues to seek accretive
acquisition growth opportunities in our three lines of business:
midstream, upstream and minerals. The Stanolind acquisition represents
an extraordinary opportunity for our Partnership to enter the
prolific, long-lived Permian Basin with high-quality, low-risk assets
at a very attractive valuation. This acquisition will increase Eagle
Rock's total proved reserve base by 29% and its proved reserves to
production ratio (R/P) to 11.6 years. These assets will provide an
excellent low-risk, organic growth component to our upstream business.
We have identified numerous recompletion opportunities, 33 proved
undeveloped locations, and 65 probable and possible locations. We are
particularly excited to make this entry into the Permian Basin because
we believe the basin presents excellent opportunities for additional,
moderately-sized midstream, upstream and mineral acquisitions with
characteristics that fit well in the MLP structure. Our management
team has substantial experience in the area, and plans to increase the
Partnership's presence there in the years ahead. Going forward, we
will continue to seek accretive acquisition growth opportunities in
all our business segments, with a long-term focus of providing our
investors with a sustainable and growing distribution rate within a
financially prudent capital structure".

Commodity Derivatives:

Stanolind recently hedged the following products and quantities
with costless collars -

-0-
*T
NYMEX Crude Oil Inside FERC Waha Natural Gas
Bbls/mo Floor, Ceiling, % of MMBtu/mo Floor, Ceiling, % of
$/Bbl $/Bbl PDP $/MMBtu $/MMBtu PDP

2008(1) 11,500 95.00 105.20 79 20,000 8.50 9.50 73
2009 10,000 93.00 100.85 79 20,000 7.88 8.83 89
2010 9,000 90.00 99.80 79
*T

(1) Hedges shown for 2008 are for the period July through
December.

The crude oil hedges are intended to mitigate commodity price risk
for crude, condensate and natural gas liquids production, while the
natural gas hedges address the price risk associated with future
production of residue gas.

Eagle Rock will host a conference call to discuss these
transactions and other matters at 9 a.m. CT (10 a.m. ET) on Friday,
April 4, 2007. Interested parties may listen live over the internet or
via telephone. To listen live over the Internet, log on to the
Partnership's web site at www.eaglerockenergy.com. To participate by
telephone, the call in number is 888-713-4218,confirmation code
28035444. Investors are advised to dial into the call at least 15
minutes prior to the call to register. Participants may pre-register
for the call by using the following link to pre-register and view
important information about this conference call. Pre-registering is
not mandatory but is recommended as it will provide you immediate
entry to the call and will facilitate the timely start of the call.
Pre-registration only takes a few minutes and you may pre-register at
any time, including up to and after the call start. To pre-register,
please click
here
R. (Due to its length, this URL may need to be copied/pasted into your
internet browser's address field. Remove extra space if one exists.)
An audio replay of the conference call will also be available for
seven days by dialing 888-286-8010, confirmation code 64546149. In
addition, a replay of the audio webcast will be available shortly
after the call on Eagle Rock's website.

Eagle Rock Energy Partners, L.P. is a growth-oriented partnership
engaged in three businesses: a) midstream, which includes (i)
gathering, compressing, treating, processing, transporting and selling
natural gas, and (ii) fractionating and transporting natural gas
liquids; b) upstream, which includes acquiring, exploiting,
developing, and producing crude oil and natural gas interests; and c)
minerals, which includes acquiring and managing fee minerals and
royalty interests. Its corporate office is located in Houston, Texas.

"Board of Directors" in this press release refers to the Board of
Directors of the general partner of the general partner of Eagle Rock
Energy Partners, L.P.

Eagle Rock defines Adjusted EBITDA as net income (loss) plus
income tax provision, interest-net (including both realized and
unrealized interest rates risk management activities), depreciation,
depletion and amortization expense, impairment expense, other
operating expense, other non-cash operating and general and
administrative expenses (including non-cash compensation related to
our equity-based compensation program) less non-realized revenues risk
management instrument gain (loss) activities and other
income/(expense).

This news release may include "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of historical facts, included in
this press release that address activities, events or developments
that the partnership expects, believes or anticipates will or may
occur in the future are forward-looking statements. These statements
are based on certain assumptions made by the partnership based on its
experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are
appropriate under the circumstances. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are
beyond the control of the partnership, which may cause the
partnership's actual results to differ materially from those implied
or expressed by the forward-looking statements.

Eagle Rock Energy Partners, L.P.
Elizabeth Wilkinson, 281-408-1329

Copyright Business Wire 2008