Equity Distribution Agreement

On June 19, 2012, Regency Energy Partners LP (the "Partnership") entered into an equity distribution agreement (the "Distribution Agreement") with Citigroup Global Markets Inc. ("Citi"), under which the Partnership may offer and sell common units representing limited partner interests in the Partnership (the "Units") having an aggregate offering price of up to $200 million from time to time through Citi, as sales agent for the Partnership. Sales of the Units, if any, made under the Distribution Agreement will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed upon by the Partnership and Citi. The Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-3 (Registration No. 333-181690) of the Partnership, as supplemented by the Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 19, 2012. The Partnership intends to use the net proceeds from the sale of the Units for general partnership purposes.

The Distribution Agreement contains customary representations, warranties and agreements by the Partnership, including obligations of the Partnership to indemnify Citi for certain liabilities under the Securities Act. The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Relationships

Citi and its affiliates have engaged, and may in the future engage, in commercial and investment banking transactions with the Partnership in the ordinary course of their business for which they have received, and expect to receive, customary compensation and expense reimbursement. In particular, an affiliate of Citi is a lender under the Partnership's revolving credit facility. If the Partnership uses any net proceeds of this offering to repay borrowings under the revolving credit facility, such affiliate of Citi will receive proceeds of the offering.

(d) Exhibits.

Exhibit Number        Description of the Exhibit
1.1*                  Equity Distribution Agreement dated as of June 19, 2012
                      between Regency Energy Partners LP and Citigroup Global
                      Markets Inc.

5.1*                  Opinion of Latham & Watkins LLP regarding the validity of the
                      securities.

8.1*                  Opinion of Latham & Watkins LLP relating to tax matters.

23.1*                 Consent of Latham & Watkins LLP (included in Exhibit 5.1
                      hereto).

23.2*                 Consent of Latham & Watkins LLP (included in Exhibit 8.1
                      hereto).

* Filed herewith