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RGP > SEC Filings for RGP > Form 8-K on 30-Apr-2013All Recent SEC Filings

Show all filings for REGENCY ENERGY PARTNERS LP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for REGENCY ENERGY PARTNERS LP


30-Apr-2013

Entry into a Material Definitive Agreement, Completion of Acquisition


Item 1.01 Entry Into a Material Definitive Agreement.

Contribution Agreement

In connection with the closing of the Contribution Agreement, the Partnership entered into the following agreements:

Contributor Registration Rights Agreement: On April 30, 2013, the Partnership entered into a registration rights agreement (the "Contributor Registration Rights Agreement") with the Contributor. Under the Contributor Registration Rights Agreement, the Partnership granted to the Contributor certain registration rights, including rights to cause the Partnership to file with the SEC a shelf registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to resales of the Partnership Common Units and Partnership Common Units issuable upon conversion of the Class F Common Units acquired by the Contributor under the Contribution Agreement. The Contributor Registration Rights Agreement contains customary provisions regarding rights of indemnification between the parties with respect to certain applicable securities law liabilities.

Services Agreement Amendment: On April 30, 2013, the Partnership entered into the first amendment (the "Services Agreement Amendment") to the Services Agreement, effective as of May 26, 2010 (the "Services Agreement"), by and among the Partnership, ETE and ETE Services Company LLC ("Services Co."). Under the Services Agreement, Services Co. performs for the Partnership certain general and administrative services, and the Partnership pays Services Co.'s direct expenses for the provision of these services plus an annual fee of $10 million. The Services Agreement Amendment provides for a waiver of the $10 million annual fee effective as of May 1, 2013 through and including April 30, 2015 and clarifies the scope and expenses chargeable as direct expenses thereunder. See the Partnership's Current Report on Form 8-K filed on May 28, 2010 with the SEC for a more detailed description of the Services Agreement.

Operation and Service Agreement Amendment: On April 30, 2013, the Partnership entered into the second amendment (the "Operation and Service Amendment") to the Operation and Service Agreement, dated May 19, 2011, as amended November 1, 2011 (the "Operation and Service Agreement"), by and among the Partnership, La Grange Acquisition, L.P. d/b/a Energy Transfer Company ("ETC"), Regency GP LP and Regency Gas Services LP. Under the Operation and Service Agreement, ETC performs certain operations, maintenance and related services reasonably required to operate and maintain certain facilities owned by the Partnership, and the Partnership reimburses ETC for actual costs and expenses incurred in connection with the provision of these services based on an annual budget agreed upon by both parties. The Operation and Service Agreement Amendment provides that ETC will no longer provide the Partnership with


such services for the Partnership's west Texas facilities or for certain south Texas facilities and also provides for the winding down of the remaining services during the course of the year. See the Partnership's Current Report on Form 8-K filed on May 19, 2011 with the SEC for a more detailed description of the Operation and Service Agreement.

Guarantee of Collection: On April 30, 2013, the Partnership entered into the guarantee of collection (the "Guarantee of Collection") with PEPL Holdings, LLC, a Delaware limited liability company and subsidiary of the Contributor ("PEPL Holdings"), pursuant to which PEPL Holdings has agreed to provide a guarantee of collection (on a nonrecourse basis to the Contributor) to the Partnership and Regency Energy Finance Corp. ("Regency Finance" and, together with the Partnership, the "Issuers") with respect . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 30, 2013, the Partnership completed the transactions contemplated by the Contribution Agreement.

The consideration paid by the Partnership in exchange for the Contribution consisted of (1) the issuance of 31,372,419 Common Units to the Contributor,
(2) the issuance of 6,274,483 Class F Common Units to the Contributor, (3) the distribution of approximately $463 million in cash to the Contributor and
(4) the payment of $30 million in cash to ETC Texas Pipeline, Ltd. The contribution consideration is subject to customary post-closing adjustments.

The information set forth under Item 1.01 under the heading "Contribution Agreement," Item 3.02 and Item 5.03 is hereby incorporated into this Item 2.01 by reference.




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Form 8-K under the heading "Issuance of 4.500% Senior Notes due 2023" is incorporated into this Item 2.03 by reference.



Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Contribution Agreement, upon closing of the Contribution, the Partnership issued, as a portion of the total consideration, 31,372,419 Common Units and 6,274,483 Class F Common Units. Both the Common Units and Class F Common Units were issued pursuant to a private placement conducted in accordance with the exemptions from the registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act and the regulations promulgated thereunder. The information set forth under Item 5.03 is hereby incorporated into this Item 3.02 by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the Contribution Agreement, on April 30, 2013, the Partnership entered into an amendment (the "Partnership Agreement Amendment") to the Partnership's Amended and Restated Agreement of Limited Partnership, dated as of February 3, 2006, as amended (the "Partnership Agreement"), to, among other things, create the Class F Common Units.

The Class F Common Units issued in exchange for the Contribution will automatically convert into Common Units on a one-for-one basis on the close of business on the first business day after the record date for payment of the cash distribution for the quarter preceding the quarter in which the second anniversary of the closing of the Contribution occurs (the "Class F Conversion Date"). The Class F Common Units have substantially the same terms and conditions as the Partnership's Common Units, except that the Class F Common Units are not entitled to participate in the Partnership's distributions for the equivalent of eight consecutive quarters after the closing of the Contribution. The Class F Common Units have voting rights identical to the voting rights of the Common Units and vote with the Common Units and the Partnership's Series A Convertible Preferred Units as a single class. The affirmative vote of the holders of 75% of the Class F Common Units, voting separately as a class, will be necessary on any matter that adversely affects any rights, preferences and privileges of the Class F Common Units.

Pursuant to the Partnership Agreement, the general partner of the Partnership, which is owned and controlled by ETE, an affiliate of the Contributor, agreed to forego distributions with respect to its incentive distribution rights on the Common Units issued in exchange for the Contribution for the equivalent of eight consecutive quarters after the closing of the Contribution.

The above description of the Partnership Agreement Amendment and the Class F Common Units does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Partnership Agreement Amendment, which is attached as Exhibit 3.1 hereto.



Item 7.01 Regulation FD Disclosure.

On April 24, 2013, the Partnership issued a press release announcing the launch of the Offering and a press release announcing the pricing of the Notes. On April 30, 2013, the Partnership issued a press release announcing the completion of the Contribution Agreement. A copy of each press release is furnished herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

Copies of the press releases are being furnished pursuant to General Instruction B.2 of Form 8-K and are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor are they subject to the liabilities of that section. Neither the information contained in this Section 7.01 nor the information in the press releases shall be deemed to be incorporated by reference into the filings of the Partnership under the Securities Act.


Forward Looking Statements

This Current Report on Form 8-K may include certain statements concerning expectations for the future, including statements regarding the anticipated benefits and other aspects of the transactions described above, that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that are difficult to predict and many of which are beyond the Partnership's or management's control, including the risk that the anticipated benefits from the Contribution cannot or may not be fully realized. An extensive list of factors that can affect future results are discussed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012 and other documents filed by the Partnership from time to time with the SEC. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(b) Pro Forma Financial Information.

The financial statements and pro forma financial information with respect to the transactions described in this Current Report on Form 8-K and required to be filed under Item 9.01 of this Current Report on Form 8-K are included in the Partnership's Current Report on Form 8-K filed with the SEC on April 12, 2013.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibits 99.1, 99.2 and 99.3 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

Exhibit Number                                Description

Exhibit 1.1         Purchase Agreement dated as of April 24, 2013 among Regency
                    Energy Partners LP, Regency Energy Finance Corp., certain
                    subsidiaries of Regency Energy Partners LP party thereto and
                    J.P. Morgan Securities LLC, as representative of the several
                    initial purchasers.

Exhibit 3.1         Amendment No. 8 to Amended and Restated Agreement of Limited
                    Partnership of Regency Energy Partners LP, dated as of April
                    30, 2013.

Exhibit 4.1         Indenture dated as of April 30, 2013 among Regency Energy
                    Partners LP, Regency Energy Finance Corp., the guarantors party
                    thereto and Wells Fargo Bank, National Association, as trustee.

Exhibit 4.2         Registration Rights Agreement, dated as of April 30, 2013, by
                    and between Southern Union Company and Regency Energy Partners
                    LP.

Exhibit 4.3         Registration Rights Agreement, dated as of April 30, 2013,
                    among Regency Energy Partners LP, Regency Energy Finance Corp.,
                    certain subsidiaries of Regency Energy Partners LP party
                    thereto, PEPL Holdings, LLC and J.P. Morgan Securities LLC, as
                    representative of the several initial purchasers.

Exhibit 10.1        First Amendment to Services Agreement, dated April 30, 2013, by
                    and among ETE Services Company, LLC, Energy Transfer Equity,
                    L.P. and Regency Energy Partners LP.

Exhibit 10.2        Second Amendment to Operation and Service Agreement, dated
                    April 30, 2013, by and among La Grange Acquisition, L.P. d/b/a
                    Energy Transfer Company, Regency GP LP, Regency Energy Partners
                    LP and Regency Gas Services LP.

Exhibit 10.3        Guarantee of Collection, dated as of April 30, 2013, between
                    PEPL Holdings, LLC and Regency Energy Partners, LP.

Exhibit 99.1        Press Release dated April 24, 2013 announcing the launch of the
                    Offering.

Exhibit 99.2        Press Release dated April 24, 2013 announcing the pricing of
                    the Notes.

Exhibit 99.3        Press Release dated April 30, 2013 announcing the completion of
                    the Contribution Agreement.


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