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RGP > SEC Filings for RGP > Form 8-K on 19-May-2014All Recent SEC Filings

Show all filings for REGENCY ENERGY PARTNERS LP

Form 8-K for REGENCY ENERGY PARTNERS LP


19-May-2014

Entry into a Material Definitive Agreement, Financial Statements and E


Item 1.01. Entry into a Material Definitive Agreement.

Equity Distribution Agreement

On May 16, 2014, Regency Energy Partners LP (the "Partnership") entered into an equity distribution agreement (the "Distribution Agreement") with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (each, a "Manager" and, collectively, the "Managers"), under which the Partnership may offer and sell $400 million in aggregate gross sales proceeds of common units representing limited partner interests in the Partnership (the "Offered Units") from time to time through the Managers, each as a sales agent for the Partnership. Sales of the Offered 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 prevailing at the time of sale, at prices related to prevailing market prices, in block transactions, or as otherwise agreed upon by the Partnership and any Manager. The Offered 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. 333-194801) of the Partnership, declared effective as of April 30, 2014, including the prospectus contained therein, as supplemented by the Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on May 16, 2014. The Partnership intends to use the net proceeds from the sale of the Offered Units for general partnership purposes.

The Distribution Agreement contains customary representations, warranties and agreements by the Partnership, including obligations of the Partnership to indemnify the Managers 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.

Relationships

The Managers and certain of their 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, affiliates of each of the Managers are lenders 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 affiliates of the Managers will receive proceeds of the offering.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number                          Description of the Exhibit

1.1*                   Equity Distribution Agreement dated as of May 16, 2014 among
                       Regency Energy Partners LP and Barclays Capital Inc., Merrill
                       Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs &
                       Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,
                       RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc.
                       and Wells Fargo Securities, LLC.

5.1*                   Opinion of Latham & Watkins LLP regarding the legality of the
                       Offered Units.

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


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