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): April 2, 2007
REGENCY ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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| Delaware
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0001-338613
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16-1731691 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 1700 Pacific, Suite 2900 |
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| Dallas, Texas
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75201 |
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(Zip Code) |
| executive offices) |
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Registrant’s telephone number, including area code: (214) 750-1771
(Former name or former address, if changed since last report): Not applicable
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 2, 2007, Regency Energy Partners LP (the “Partnership”) and its indirect wholly-owned
subsidiary, Pueblo Holdings, Inc., a Delaware corporation (“Pueblo Holdings”), entered into a
definitive Stock Purchase Agreement (the “Stock Purchase Agreement”) with Bear Cub Investments,
LLC, a Colorado limited liability company (“Bear Cub”), the members of Bear Cub (the “Members”) and
Robert J. Clark, as Sellers’ Representative, pursuant to which the Partnership and Pueblo Holdings on that date
acquired all the outstanding equity of Pueblo Midstream Gas Corporation, a Texas corporation
(“Pueblo”), from the Members (the “Acquisition”). Pueblo owns and operates natural gas gathering,
treating and processing assets located in South Texas.
The purchase price for the Acquisition consisted of (1) the issuance of 751,597 Common Units
of the Partnership to the Members and (2) the payment of $34,513,299 in cash. The cash
portion of the consideration is subject to customary post-closing adjustments, and was financed out
of the proceeds of the $250 million revolving credit facility of Regency Gas Services LP, a wholly-owned
subsidiary of the Partnership. Regency Gas Services’ credit facility is described in Note (8)
of Notes to Consolidated Financial Statements of the Partnership included in its Annual Report on
Form 10-K for the year ended December 31, 2006, which description is incorporated herein by
reference. As of April 2, 2007, after giving effect to the acquisition of Pueblo, the Partnership
had outstanding $550 million in 8 3/8% Senior Notes due 2013 and Regency Gas Services had
outstanding $50 million in term loans and $132.6 million in revolving loans.
Also in connection with the Acquisition, the Partnership entered into a Registration Rights
Agreement (the “Registration Rights Agreement”) with the Members. The Registration Rights Agreement
provides these persons with rights under the Securities Act of 1933 (the “Securities Act”) to
register the offering and sale of the Common Units of the Partnership that were issued to the
Members pursuant to the Stock Purchase Agreement.
The Stock Purchase Agreement and the Registration Rights Agreement are attached as Exhibit 2.1
and Exhibit 10.1, respectively, to this report and are incorporated by reference herein in their
entirety.
Item 3.02. Unregistered Sales of Equity Securities.
On April 2, 2007, the Partnership issued to the Members 751,597, of its Common Units. The
Common Units were issued to the Members in accordance with the Stock Purchase Agreement in partial
consideration for the purchase of all the outstanding equity interests of Pueblo in the
Acquisition. The Common Units were issued to the Members in a private offering conducted in
accordance with the exemption from the registration requirements of the Securities Act afforded by
Section 4(2) of the Securities Act.
Item 8.01 Other Events.
On April 2, 2007, the Partnership issued a press release announcing the consummation of the
Acquisition, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements. The financial statements required by Item 9.01(a) of Form 8-K, if any, will be
filed by amendment within 71 calendar days after the date on which this Current Report is required
to be filed.
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