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RGP > SEC Filings for RGP > Form 8-K/A on 14-Mar-2014All Recent SEC Filings

Show all filings for REGENCY ENERGY PARTNERS LP

Form 8-K/A for REGENCY ENERGY PARTNERS LP


14-Mar-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

This Current Report provides combined pro forma financial information of Regency Energy Partners LP (the "Partnership" or "Regency") to reflect the following transactions:

The proposed merger whereby the Partnership would acquire PVR Partners, L.P. ("PVR") as disclosed in the Partnership's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 10, 2013 (the "PVR Report"),

The proposed contribution of the outstanding member interests in (i) Eagle Rock Marketing, LLC, a Delaware limited liability company, (ii) Eagle Rock Pipeline GP, LLC, a Delaware limited liability company, (iii) Eagle Rock Gas Services, LLC, a Delaware limited liability company, and 100% of the outstanding partner interests in (a) Eagle Rock Pipeline, L.P., a Delaware limited partnership and (b) EROC Midstream Energy, L.P., a Delaware limited partnership (collectively, the "EROC Interests") of Eagle Rock Energy Partners, L.P. ("Eagle Rock") to the Partnership as disclosed in the Partnership's Form 8-K filed with the SEC on December 24, 2013 (the "EROC Report"). The assets held and operated by the EROC Interests collectively comprise Eagle Rock's midstream business (the "Midstream Business"), and

The contribution of the outstanding interests in the wholly-owned subsidiaries of Hoover Energy Partners, LP ("HEP") to the Partnership as disclosed in the Partnership's Form 8-K filed with the SEC on December 23, 2013 (the "HEP Report" and collectively with the PVR Report and the EROC Report, the "Original Reports"), completed on February 3, 2014.

Exhibit 99.1 to this Current Report on Form 8-K presents the following unaudited pro forma combined financial information, which has been prepared in accordance with Article 11 of Regulation S-X:

Unaudited pro forma condensed consolidated balance sheet as of December 31, 2013;

Unaudited pro forma condensed consolidated statement of operations for year ended December 31, 2013; and

Notes to unaudited pro forma condensed consolidated financial information.

Exhibit 99.2 provides selected financial data for the five years ended December 31, 2013 and pro forma selected financial data as of and for the year ended December 31, 2013. Exhibit 99.4 includes the historical audited financial statements as of December 31, 2013 and December 31, 2012 and for the three years ended December 31, 2013 of the Midstream Business of Eagle Rock.

This Current Report on Form 8-K/A supplements the Original Reports to include the unaudited pro forma condensed consolidated financial information of the Partnership, the historical audited and unaudited financial statements of PVR, and the historical audited and unaudited financial statements of the Midstream Business of Eagle Rock.



Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired. The historical audited financial statements of PVR as of December 31, 2013 and 2012 and for the three years ended December 31, 2013, are incorporated herein by reference to PVR's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 28, 2014.
(b)      Pro forma financial information.
(d)      Exhibits

Exhibit
Number         Description
**  Exhibit    Consent of Independent Auditors
23.1
**  Exhibit    Consent of Independent Auditors
23.2
**  Exhibit    Unaudited Pro Forma Combined Financial Information and
99.1           Related Notes
**  Exhibit    Selected Pro Forma Financial Data
99.2
Exhibit        Audited Financial Statements of PVR Partners, L.P. as of
99.3           December 31, 2013 and 2012,and for the three years ended
               December 31, 2013 (incorporated by reference to the Annual
               Report on Form 10-K of PVR Partners, L.P. for the year
               ended December 31, 2013 filed with the Securities and
               Exchange Commission on February 28, 2013)
**  Exhibit    Audited Financial Statements of the Midstream Assets of
99.4           Eagle Rock Energy Partners, L.P. statements as of December
               31, 2013 and December 31, 2012 and for the three years
               ended December 31, 2013

** Filed
herewith.


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