Filed
Pursuant to Rule 424 (b) (5)
Registration Number 333-141809
PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated July 23, 2007)
1,000,000 Common Units
Representing
Limited Partner Interests
We are
offering 1,000,000 common units representing limited partner interests in
Regency Energy Partners LP to a certain purchasers in a privately negotiated
transaction at a price of $23.59 per unit. We expect to receive
net proceeds of approximately $24.0 million, including our general partner’s
proportionate capital contribution after deducting offering expenses, from the
sale of our common units.
Simultaneously
with the closing of this offering, we expect to issue another 8,020,909
common units to certain purchasers in a privately negotiated transaction at a
price of $22.00 per unit. The completion of this offering is
not conditioned upon the completion of the other registered offering or vice
versa.
Our
common units trade on the NASDAQ Global Select Market under the symbol “RGNC.”
The last reported sales price of our common units on the NASDAQ Global Select
Market on July 25, 2008 was $23.29 per common unit.
Investing
in our common units involves risks. Please read “Risk Factors” beginning on page
S-2 of this prospectus supplement and on page 4 of the accompanying
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date
of this prospectus supplement is July 25, 2008
This
document is in two parts. The first part is the prospectus supplement, which
describes the specific terms of this offering of common units. The second part
is the accompanying prospectus, which gives more general information, some of
which may not apply to the common units. If the information relating to the
offering varies between the prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus
supplement.
You
should rely only on the information contained in or incorporated by reference in
this prospectus supplement or the accompanying prospectus. We have not
authorized anyone to provide you with additional or different information. If
anyone provides you with additional, different or inconsistent information, you
should not rely on it. We are offering to sell the common units, and seeking
offers to buy the common units, only in jurisdictions where offers and sales are
permitted. You should not assume that the information contained in this
prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of those documents or that any information we
have incorporated by reference is accurate as of any date other than the date of
the document incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since such
dates.
TABLE
OF CONTENTS
Prospectus Supplement
Page
| Summary |
S-1
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| Risk Factors |
S-2
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| Use of Proceeds |
S-2
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| Price Range of Common Units and Distribution |
S-3
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| Plan of Distribution |
S-4
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| Experts |
S-4
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| Information Regarding Forward-Looking Statements |
S-5
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| Where You Can Find More Information |
S-6
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| Incorporation of Certain Documents by Reference |
S-6
|
Prospectus
dated July 23, 2007
| About This Prospectus |
1
|
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| Regency Energy Partners LP |
1
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| Cautionary Statement Concerning Forward-Looking Statements |
2
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| Risk Factors |
4
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| Use Of Proceeds |
23
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| Ratio of Earnings to Fixed Charges |
23
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| Description of Our Common Units |
24
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| Description of Our Debt Securities |
25
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| How We Make Cash Distributions |
35
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| Material Provisions of the Partnership Agreement of Regency Energy Partners LP |
43
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| Material Tax Consequenses |
54
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| Plan of Distribution |
68
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| Legal Matters |
69
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| Experts |
69
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| Where You Can Find More Information |
69
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| Incorporation of Certain Documents by Reference |
69
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SUMMARY
This
summary highlights information contained elsewhere in this prospectus supplement
and the accompanying prospectuses. It does not contain all of the information
you should consider before making an investment decision. You should read the
entire prospectus supplement, the accompanying prospectuses, the documents
incorporated by reference and the other documents to which we refer for a more
complete understanding of this offering. Please read the section entitled “Risk
Factors” on page 4 of the accompanying prospectus for more information about
important factors that you should consider before buying our common units in
this offering. References in this prospectus supplement to the
“Partnership,” “we,” “our,” “us” and similar terms, refer to Regency Energy
Partners LP and its subsidiaries. References to “our general partner” refer to
Regency GP LP, the general partner of the Partnership.
Regency
Energy Partners LP
We are a
growth-oriented, publicly-traded Delaware limited partnership engaged in the
gathering, processing, contract compressing, marketing and transportation of
natural gas and NGLs. We provide these services through systems located in
Louisiana, Texas, Arkansas and the mid-continent region of the United States,
which includes Kansas and Oklahoma. We were formed in September 2005 to
capitalize on opportunities in the midstream sector of the natural gas
industry.
We divide
our operations into three business segments:
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·
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Gathering and
Processing: We provide “wellhead-to-market” services to
producers of natural gas, which include transporting raw natural gas from
the wellhead through gathering systems, processing raw natural gas to
separate NGLs from the raw natural gas and selling or delivering the
pipeline-quality natural gas and NGLs to various markets and pipeline
systems;
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·
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Transportation: We
deliver natural gas from northwest Louisiana to more favorable markets in
northeast Louisiana through our 320-mile Regency Intrastate Pipeline
system; and
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·
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Contract Compression:
On January 15, 2008, we acquired CDM Resource Management, Ltd.,
which provides customers with turn-key natural gas compression
services.
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All of
our midstream assets are located in well-established areas of natural gas
production that are characterized by long-lived, predictable reserves. These
areas are generally experiencing increased levels of natural gas exploration,
development and production activities as a result of strong demand for natural
gas, attractive recent discoveries, infill drilling opportunities and the
implementation of new exploration and production techniques.
Our
principal executive offices are located at 1700 Pacific Avenue, Suite 2900,
Dallas, Texas 75201, and our telephone number is (214) 750-1771.
S-1
RISK
FACTORS
An
investment in our common units involves risk. You should carefully read the risk
factors included under the caption “Risk Factors” beginning on page 4 of the
accompanying prospectus, and the risk factors discussed in our 2007 annual
report on Form 10-K and in our quarterly report for the quarter ended March 31,
2008, together with all of the other information included in this prospectus
supplement, the accompanying prospectus and the documents we have incorporated
by reference into this prospectus supplement in evaluating an investment in our
common units. If any of the described risks actually were to occur,
our business, financial condition or results of operations could be affected
materially and adversely. In that case, we may be unable to make
distributions to our unitholders, the trading price of our common units could
decline and you could lose all or part of your investment.
USE
OF PROCEEDS
We expect
to receive proceeds of approximately $24.0 million from the sale of
the 1,000,000 common units offered hereby, including our general partner’s
proportionate capital contribution and after deducting estimated offering
expenses payable by us. We estimate that the total expenses of this offering
payable by us will be approximately $10,000.
We will
use the net proceeds to fund our organic growth projects. Pending such use, we
will use the proceeds from this offering to temporarily repay a portion of the
outstanding indebtedness under our revolving credit facility and for general
partnership purposes.
Simultaneously
with the closing of this offering, we expect to issue another
8,020,909 common units to another purchaser in a privately negotiated
transaction at a price of $22.00 per unit. The completion of
this offering is not conditioned upon the completion of the other registered
offering or vice versa. We estimate we will receive proceeds of
approximately $180.0 million from the sale of the 8,020,909 common units
including our general partner’s proportionate capital contribution and after
deducting estimated offering expenses payable by us. We expect to use
the net proceeds from the 8,020,909 common unit offering to fund our
organic growth projects. Pending such use, we will use the proceeds from this
offering to temporarily repay a portion of the outstanding indebtedness under
our revolving credit facility and for general partnership purposes.
As of
July 28, 2008, total borrowings under our $900 million revolving credit facility
were approximately $809 million, and it had a weighted average interest rate of
4.56%. The revolving credit facility has a maturity date of August
15, 2011. The borrowings under our revolving credit facility were
incurred primarily for recent acquisitions and organic growth
projects.
S-2
PRICE
RANGE OF COMMON UNITS AND DISTRIBUTIONS
Our
common units are listed on the NASDAQ Global Select Market under the symbol
“RGNC.” As of July 25, 2008, the number of holders of record of
common units was 43, including Cede & Co., as nominee for the Depository
Trust Company, which held of record 45,724,516 common
units. Additionally, there were 35 unitholders of record of our
subordinated units and one unitholder of record for our Class D common
units. There is no established public trading market for our
subordinated units or our Class D common units. The following
table sets forth, for the periods indicated, the high and low quarterly sales
prices per common unit, as reported on the NASDAQ Global Select Market, and the
cash distributions declared per common unit.
|
Price
Ranges
|
Cash
Distributions Per Unit
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|
Period
Ended:
|
Low
|
High
|
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|
Fiscal
2008
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|||||
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September
30, 2008 (through July 25, 2008)
|
$22.18
|
$26.88 |
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(5)
|
|
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June
30,
2008(4)
|
$23.93
|
$28.73 |
|
$0.4450
|
|
|
March
31,
2008(3)
|
$25.78
|
$34.84 |
|
$0.4200
|
|
|
Fiscal
2007
|
|||||
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December
31,
2007
|
$28.09
|
$33.37 |
|
$0.4000
|
|
|
September
30,
2007
|
$28.50
|
$35.08 |
|
$0.3900
|
|
|
June
30,
2007
|
$24.57
|
$33.45 |
|
$0.3800
|
|
|
March
31,
2007
|
$25.80
|
$28.45 |
|
$0.3800
|
|
|
Fiscal
2006
|
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|
December
31,
2006(2)
|
$21.88
|
$27.60 |
|
$0.3700
|
|
|
September
30,
2006(2)
|
$21.97
|
$25.48 |
|
$0.3700
|
|
|
June
30,
2006
|
$20.77
|
$23.90 |
|
$0.3500
|
|
|
March
31,
2006(1)
|
$19.17
|
$22.23 |
|
$0.2217
|
|
__________
|
(1)
|
The
distribution for the quarter ended March 31, 2006 reflects a pro rata
portion of our $0.35 per unit minimum quarterly distribution, covering the
period from the February 3, 2006 closing of our initial public offering
through March 31, 2006.
|
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(2)
|
Represents
the minimum quarterly distribution per common unit plus $0.02 per unit
excluding the Class B and Class C common units, which were not
entitled to any distributions until after they were converted into common
units. The Class B Units and the Class C Units
converted into common units on a one-for-one basis on
February 15, 2007 and February 8, 2007,
respectively.
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|
(3)
|
Represents
the minimum quarterly distribution per common unit plus $0.07 excluding
the Class D and Class E common units, which were not entitled to
any distributions until after conversion into common units. The
Class E Units converted into common units on a one-for-one basis on
May 5, 2008.
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|
(4)
|
Represents
the minimum quarterly distribution per common unit plus $0.095 per unit
excluding the Class D common units, which were not entitled to any
distributions until after they were converted into common
units. The distributions attributable to the quarter ended June
30, 2008 was declared on July 25, 2008 and will be paid on
August 14, 2008, to unitholders of record (other than
Class D unitholders) at the close of business on
August 7, 2008.
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(5)
|
The
distributions attributable to the quarter ended
September 30, 2008 has not yet been declared or
paid.
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S-3
PLAN
OF DISTRIBUTION
We are
selling the common units offered pursuant to this prospectus supplement directly
to Neuberger Berman, LLC in a privately negotiated transaction in which
Neuberger Berman, LLC is acting as an investment advisor for certain clients on
behalf of those clients for whom Neuberger Bergman, LLC is purchasing the common
units. Neuberger Berman, LLC is not acting as an
underwriter:
Subject
to the terms of a purchase agreement dated July 25, 2008, the purchaser has
agreed to purchase, and we have agreed to sell to the purchaser, 1,000,000
common units at a price of $23.59 per unit. We determined the per unit price
through negotiations with the purchaser.
The
common units offered under this prospectus supplement will be listed on the
Nasdaq Global Select Market under the symbol “RGNC.”
LEGAL
MATTERS
The
validity of the common units will be passed upon for us by Vinson & Elkins
L.L.P., Houston, Texas.
EXPERTS
The
consolidated financial statements of Regency Energy Partners LP and subsidiaries
as of and for the year ended December 31, 2007, and the effectiveness of
internal control over financial reporting as of December 31, 2007, have been
incorporated by reference herein in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.
The
consolidated balance sheet of Regency GP LP, as of December 31, 2007, has been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.
The
financial statements of CDM Resource Management Compression Business as of
December 31, 2007 and 2006, and for the years then ended, have
been incorporated by reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.
S-4
INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS
Some of
this information in this prospectus supplement and the documents that we have
incorporated herein by reference may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are identified as
any statement that does not relate strictly to historical or current facts.
Statements using words such as “anticipate,” “believe,” “intend,” “project,”
“plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar
expressions help identify forward-looking statements. Although we believe our
forward-looking statements are based on reasonable assumptions and current
expectations and projections about future events, we cannot give assurances that
such expectations will prove to be correct. Forward-looking statements are
subject to a variety of risks, uncertainties and assumptions including the
following:
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·
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changes
in laws and regulations impacting the midstream sector of the natural gas
industry;
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·
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the
level of creditworthiness of our
counterparties;
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·
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our
ability to access the debt and equity
markets;
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·
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our
use of derivative financial instruments to hedge commodity and interest
rate risks;
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·
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the
amount of collateral required to be posted from time to time in our
transactions;
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·
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changes
in commodity prices, interest rates and demand for our
services;
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·
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weather
and other natural phenomena;
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·
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industry
changes including the impact of consolidations and changes in
competition;
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·
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our
ability to obtain required approvals for construction or modernization of
our facilities and the timing of production from such facilities;
and
|
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·
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the
effect of accounting pronouncements issued periodically by accounting
standard setting boards.
|
If one or
more of these risks or uncertainties materialize, or if underlying assumptions
prove incorrect, our actual results may differ materially from those
anticipated, estimated, projected or expected.
Each
forward-looking statement speaks only as of the date of the particular statement
and we undertake no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
When
considering forward-looking statements, you should keep in mind the risk factors
and other cautionary statements in this prospectus supplement and the documents
that we have incorporated by reference. We will not update these statements
unless the securities laws require us to do so.
S-5
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports and other information with the SEC. You
may read and copy any document we file with the SEC at the principal offices of
the SEC located at Public Reference Room, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Copies of such materials can be obtained by mail at
prescribed rates from the Public Reference Room of the SEC, 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information about the operation of the Public Reference Room. Materials also may
be obtained from the SEC’s web site (http://www.sec.gov), which contains
reports, proxy and information statements and other information regarding
companies that file electronically with the SEC.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
We
“incorporate by reference” information into this prospectus supplement, which
means that we disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus supplement, except for any
information superseded by information contained expressly in this prospectus
supplement, and the information we file later with the SEC will automatically
supersede this information. You should not assume that the information in this
prospectus supplement is current as of any date other than the date on the front
page of this prospectus supplement.
Any
information that we file under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, and that is deemed “filed” with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below:
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·
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Our
Annual Report on Form 10-K for the year ended December 31, 2007, filed on
February 29, 2008;
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|
·
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed
on May 12, 2008;
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|
·
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Our
Current Reports on Form 8-K filed on January 16, 2008, February 19, 2008,
February 29, 2008, March 14, 2008, March 19, 2008, March 26, 2008, April
25, 2008, April 29, 2008, May 2, 2008, May 9, 2008 (two reports), May 12,
2008, June 12, 2008, July 14, 2008 and July 25, 2008;
and
|
|
·
|
Our
Current Reports on Form 8-K/A filed on February 12, 2008, March 18, 2008
and May 15, 2008.
|
You may
obtain the documents incorporated by reference to this prospectus supplement
from the SEC through the SEC’s website at the address provided above. The
documents are also available, free of charge, through our website, www.regencygas.com, as soon
as reasonably practicable after those reports and other information are
electronically filed with or furnished to the SEC. Information on our website or
any other website is not incorporated by reference into this prospectus and does
not constitute a part of this prospectus. You may also request a copy
of these filings at no cost, by making written or telephone requests for such
copies to:
Regency
Energy Partners LP
Investor
Relations
1700
Pacific Avenue, Suite 2900
Dallas,
Texas 75201
(214)
750-1771
You
should rely only on the information incorporated by reference or provided in
this prospectus supplement. If information in incorporated documents conflicts
with information in this prospectus supplement, you should rely on the most
recent information. If information in an incorporated document conflicts with
information in another incorporated document, you should rely on the most recent
incorporated document. You should not assume that the information in this
prospectus supplement or any document incorporated by reference is accurate as
of any date other than the date of those documents. We have not authorized
anyone else to provide you with any information.
S-6