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RGP > SEC Filings for RGP > Form 8-K on 24-Mar-2014All Recent SEC Filings

Show all filings for REGENCY ENERGY PARTNERS LP

Form 8-K for REGENCY ENERGY PARTNERS LP


24-Mar-2014

Completion of Acquisition or Disposition of Assets, Creation of a Dire


Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 21, 2014, Regency Energy Partners LP ("Regency") competed the acquisition of PVR Partners, L.P. ("PVR") pursuant to the agreement and plan of merger, dated October 9, 2013 (as amended, the "Merger Agreement"), among Regency, Regency GP LP, the general partner of Regency ("Regency GP"), PVR and PVR GP, LLC, the general partner of PVR ("PVR GP"). Pursuant to the Merger Agreement, PVR merged with and into Regency, with Regency continuing as the surviving entity (the "Merger").

Under the Merger Agreement, at the effective time of the Merger, each PVR common unit issued and outstanding or deemed issued and outstanding was, immediately prior to the effective time, converted into the right to receive (a) 1.020 Regency common units and (b) $0.262 in cash (representing the difference between
(x) PVR's annualized quarterly distribution immediately prior to the effective time of the Merger and (y) 1.020 times Regency's annualized quarterly distribution prior to the effective time), with cash in lieu of any fractional Regency common units that they would otherwise be entitled to receive in the Merger. Immediately prior to the effective time, each outstanding PVR Class B unit converted on a one-for-one basis into PVR common units. In connection with the Merger, Regency will issue approximately 140.4 million common units to former PVR unitholders and equity award holders.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Regency's Current Report on Form 8-K filed on October 10, 2013, and Amendment No. 1 thereto, a copy of which is attached as Exhibit 2.1 to Regency's Current Report on Form 8-K filed on November 7, 2013, each of which is incorporated herein by reference.



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

Following the consummation of the Merger, on March 21, 2014, Regency, Regency Energy Finance Corp., a Delaware corporation ("Finance Corp."), and Wells Fargo Bank, National Association, as trustee (the "Trustee"), entered into a Fifth Supplemental Indenture (the "Fifth Supplemental Indenture") to that certain Indenture (the "Base Indenture") dated as of April 27, 2010, by and among PVR, Penn Virginia Resource Finance Corporation, a Delaware corporation, the guarantors party thereto, and the Trustee, as amended and supplemented by
(i) the First Supplemental Indenture dated as of April 27, 2010 and the Third Supplemental Indenture dated as of May 17, 2012, in each case by and among PVR, PVR Finance, the guarantors party thereto and the Trustee (the Base Indenture as so amended and supplemented, the "2018 Indenture"), relating to the issuance by PVR and PVR Finance of $300,0000,000 in aggregate principal amount of their 81/4% Senior Notes due 2018 (the "2018 Notes"); (ii) the Second Supplemental Indenture dated as of May 17, 2012 by and among PVR, Penn Virginia Resource Finance Corporation II, a Delaware corporation ("PVR Finance II"), the guarantors party thereto and the Trustee (the Base Indenture as so amended and supplemented, the "2020 Indenture"), relating to the issuance by PVR and PVR Finance II of $600,000,000 in aggregate principal amount of their 83/8% Senior Notes due 2020 (the "2020 Notes"); and (iii) the Fourth Supplemental Indenture dated as of May 9, 2013 by and among PVR, PVR Finance II, the guarantors party thereto and the Trustee (the Base Indenture as so amended and supplemented, the "2021 Indenture"), relating to the issuance by PVR and PVR Finance II of $400,000,000 in aggregate principal amount of their 61/2% Senior Notes due 2021 (the "2021 Notes" and, together with the 2018 Notes and 2020 Notes, the "Outstanding PVR Notes").

Pursuant to the Fifth Supplemental Indenture, Regency and Regency Finance Corp. assumed all of PVR's, PVR Finance's and PVR Finance II's obligations under the 2018 Indenture, 2020 Indenture and 2021 Indenture and the Outstanding PVR Notes. Additionally, the subsidiary guarantors party to the 2018 Indenture, 2020 Indenture and 2021 Indenture confirmed that they will fully and unconditionally guarantee all payment obligations of Regency and Regency Finance with respect to the Outstanding PVR Notes.

The foregoing description of the Base Indenture, 2018 Indenture, 2020 Indenture, 2021 Indenture and the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to each of the Base Indenture, 2018 Indenture, 2020 Indenture, 2021 Indenture and the Fifth Supplemental Indenture, which are included as Exhibits 4.1 through 4.6 hereto and are incorporated herein by reference.




Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The closing of the Merger triggered a mandatory repurchase offer with respect to the Outstanding PVR Notes. Pursuant to the terms of the 2018 Indenture, 2020 Indenture and 2021 Indenture governing the 2018 Notes, 2020 Notes and 2021 Notes, within 30 days following a Change of Control (as defined in the 2018 Indenture, 2020 Indenture and 2021 Indenture), unless PVR has exercised its right to redeem the 2018 Notes, 2020 Notes and 2021 Notes, PVR is required to make an offer to repurchase the 2018 Notes, 2020 Notes and 2021 Notes, as the case may be, at a purchase price equal to 101% of the aggregate principal amount of each series of Outstanding PVR Notes repurchased, plus accrued and unpaid interest, if any. Unless it exercises its right to redeem the 2018 Notes, 2020 Notes and 2021 Notes, each of Regency and Regency Finance intends to fulfill its obligations with respect to the mandatory repurchase offer of the 2018 Notes, 2020 Notes and 2021 Notes in accordance with the terms of the 2018 Indenture, 2020 Indenture and 2021 Indenture.



Item 8.01 Other Events.

On March 21, 2014, Regency issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number         Description

2.1                    Agreement and Plan of Merger, dated as of October 9, 2013,
                       by and among Regency Energy Partners LP, RVP LLC, Regency GP
                       LP, PVR Partners, L.P. and PVR GP, LLC (incorporated by
                       reference to Exhibit 2.1 to Regency Energy Partners LP's
                       Current Report on Form 8-K filed on October 10, 2013 (File
                       No. 001-35262)).

2.2                    Amendment No. 1 to Agreement and Plan of Merger, dated as of
                       November 7, 2013, by and among Regency Energy Partners LP,
                       RVP LLC, Regency GP LP, PVR Partners, L.P. and PVR GP, LLC
                       (incorporated by reference to Exhibit 2.1 to Regency Energy
                       Partners LP's Current Report on Form 8-K filed on November
                       8, 2013 (File No. 001-35262)).

4.1                    Indenture, dated as of April 27, 2010, by and among PVR
                       Partners, L.P., Penn Virginia Resource Finance Corporation,
                       the guarantors party thereto and Wells Fargo Bank, National
                       Association, as trustee (incorporated by reference to
                       Exhibit 4.1 to PVR Partners, L.P.'s Current Report on Form
                       8-K filed on April 27, 2010 (File No. 001-16735)).

4.2                    First Supplemental Indenture, dated as of April 27, 2010, by
                       and among PVR Partners, L.P., Penn Virginia Resource Finance
                       Corporation, the guarantors party thereto and Wells Fargo
                       Bank, National Association, as trustee (incorporated by
                       reference to Exhibit 4.2 to PVR Partners, L.P.'s Current
                       Report on Form 8-K filed on April 27, 2010 (File No.
                       001-16735)).

4.3                    Second Supplemental Indenture, dated as of May 17, 2012, by
                       and among PVR Partners, L.P., Penn Virginia Resource Finance
                       Corporation II, the guarantors party thereto and Wells Fargo
                       Bank, National Association, as trustee (incorporated by
                       reference to Exhibit 4.1 to PVR Partners, L.P.'s Current
                       Report on Form 8-K filed on May 23, 2012 (File No.
                       001-16735)).

4.4                    Third Supplemental Indenture, dated as of May 17, 2012, by
                       and among PVR Partners, L.P., Penn Virginia Resource Finance
                       Corporation, the guarantors party thereto and Wells Fargo
                       Bank, National Association, as trustee (incorporated by
                       reference to Exhibit 4.7 to PVR Partners, L.P.'s Current
                       Report on Form 8-K filed on May 23, 2012 (File No.
                       001-16735)).

4.5                    Fourth Supplemental Indenture, dated as of May 9, 2013, by
                       and among PVR Partners, L.P., Penn Virginia Resource Finance
                       Corporation II, the guarantors party thereto and Wells Fargo
                       Bank, National Association, as trustee (incorporated by
                       reference to Exhibit 4.1 to PVR Partners, L.P.'s Current
                       Report on Form 8-K filed on May 10, 2013 (File No.
                       001-16735)).

4.6                    Fifth Supplemental Indenture, dated as of March 21, 2014, by
                       and among Regency Energy Partners LP, Regency Energy Finance
                       Corp., the guarantors party thereto and Wells Fargo Bank,
                       National Association, as trustee.

99.1                   Regency Energy Partners LP Press Release dated March 21,
                       2014.


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