UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 25, 2008
REGENCY
ENERGY PARTNERS LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-51757
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16-1731691
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1700
Pacific, Suite 2900
Dallas,
Texas 75201
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code
(214) 750-1771
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material
Definitive Agreement.
On
July 25, 2008, Regency Energy Partners LP (the “Partnership”) entered into two
privately negotiated Common Unit Purchase Agreements (collectively, the
“Purchase Agreements”) with Regency LP Acquirer, L.P., Jennison Utility Fund, a
series of the Jennison Sector Funds, Inc., Jennison Equity Income Fund, a series
of the Strategic Partners Mutual Funds, Inc., KA First Reserve, LLC, Kayne
Anderson Energy Total Return Fund, Inc., Lehman Brothers MLP Opportunity Fund,
L.P., William Herbert Hunt Trust Estate, RCH Energy MLP Fund, L.P., RCH Energy
Opportunity Fund II, L.P., RCH Energy Opportunity Fund III, L.P., Swank MLP
Convergence Fund, LP, The Cushing MLP Opportunity Fund I, LP, The Cushing MLP
Total Return Fund, Bel Air MLP Energy Infrastructure Fund, LP and Neuberger
Berman, LLC (collectively, the “Purchasers”) to issue and sell an aggregate of
approximately 9,020,909 million common units representing limited partner
interests of the Partnership (the “Common Units”) for an aggregate purchase
price of approximately $200 million (the “Offering”). The Common Units sold
in the Offering were registered under the Securities Act of 1933, as amended,
pursuant to a shelf registration statement on Form S-3 (File
No. 333-141809), which was declared effective by the Securities and
Exchange Commission on July 23, 2007. The Offering is expected to close on
August 1, 2008.
The
purchase price was negotiated by the Partnership and the Purchasers in an
arms-length negotiation based on the market price of the Common
Units. Net proceeds to the Partnership from the Offering, including
the general partner’s proportionate capital contribution and expenses associated
with the sale, are expected to be approximately $204 million. The Purchase
Agreements were entered into primarily to repay indebtedness under the
Partnership’s revolving credit agreement and to fund growth capital
expenditures.
Each
of the Purchasers, other than Neuberger Berman, LLC, has agreed not to sell or
otherwise transfer the purchased Common Units for a period of 90 days after
the closing of the Offering.
The
description of the Purchase Agreements above does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Purchase
Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this
Current Report on Form 8-K and are incorporated herein by
reference.
Item 7.01 Regulation FD
Disclosure.
On
July 25, 2008, the Partnership issued a press release announcing that it had
entered into the Purchase Agreements with the Purchasers. A copy of the press
release is furnished as an Exhibit to this Current Report on Form 8-K. In
accordance with General Instruction B.2. of Form 8-K, the information set forth
in this Item 7.01 and in the attached Exhibit 99.1 are deemed to be
furnished and shall not be deemed to be “filed” for purposes of the Securities
Exchange Act of 1934, as amended.
Item 9.01
Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
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Number
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Description
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Exhibit
10.1
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Exhibit
10.2
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Exhibit 99.1
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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REGENCY
ENERGY PARTNERS LP
By:
Regency GP LP, its general partner
By:
Regency GP LLC, its general partner
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By:
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/s/
Dan A. Fleckman
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Dan
A. Fleckman
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Executive
Vice President and Chief Legal Officer
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July 25,
2008