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): October 13, 2011 (October 7, 2011)

REGENCY ENERGY PARTNERS LP

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-35262 (Commission File Number)		16-1731691 (IRS Employer Identification Number)

2001 Bryan Street, Suite 3700
Dallas, Texas 75201
(Address of principal executive offices, including zip code)

(214) 750-1771
(Registrant’s telephone number, including area code)

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 October 7, 2011, Regency Energy Partners LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, with respect to the sale by the Partnership of an aggregate of 10,000,000 common units representing limited partner interests in the Partnership (the “Common Units”) at a price of $20.92 per Common Unit ($20.20 per Common Unit, net of underwriting discounts and commissions). Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters a 30-day option to purchase up to an additional 1,500,000 Common Units to cover over-allotments. The offer and sale of the Common 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. 333-163424) of the Partnership, as supplemented by the Preliminary Prospectus Supplement dated October 6, 2011 and the Prospectus Supplement dated October 7, 2011, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on October 6, 2011 and October 7, 2011, respectively. The Partnership intends to use the net proceeds from the sale of the Common Units, including any proceeds from the exercise of the Underwriters’ option to purchase additional Common Units, to repay borrowings outstanding under its revolving credit facility. The Partnership may reborrow under its revolving credit facility to pay for capital expenditures and acquisitions, to repurchase certain of its senior notes and for other general partnership purposes.

     The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, including obligations of the Partnership to indemnify the Underwriters for certain liabilities under the Securities Act. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     Certain of the Underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Partnership in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. In particular, affiliates of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC are lenders under the Partnership’s revolving credit facility and, as such, will receive a portion of the proceeds from this offering pursuant to the repayment of borrowings under such facility.

Item 7.01. Regulation FD Disclosure.

     On October 7, 2011, the Partnership issued a press release announcing that it had priced the offering of the Common Units. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of the Exhibit
1.1*		Underwriting Agreement dated as of October 7, 2011 among Regency Energy Partners LP and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.

5.1*		Opinion of Latham & Watkins LLP regarding the validity of the securities.
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).
99.1*		Press Release dated October 7, 2011 announcing the pricing of the offering of the Common Units.

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.

EXHIBIT INDEX

Exhibit Number		Description of the Exhibit
1.1*		Underwriting Agreement dated as of October 7, 2011 among Regency Energy Partners LP and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.
5.1*		Opinion of Latham & Watkins LLP regarding the validity of the securities.
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).
99.1*		Press Release dated October 7, 2011 announcing the pricing of the offering of the Common Units.