RGP / Resources Connection, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

RGP 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35262 REGENCY ENERGY PARTNERS LP (Exact name of registrant

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 1, 2015, pursuant to the provisions of Rule 12d2-2 (a).

RGP 10-Q (Quarterly Report)

RGP-3.31.15-10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-35262 REGENCY ENE

First Amendment Seventh Amended and Restated Credit Agreement Regency Gas Services LP, as Borrower, Regency Energy Partners LP The Other Guarantors Party Hereto, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Collater

First Amendment to Seventh Amended and Restated Credit Agreement among Regency Gas Services LP, as Borrower, Regency Energy Partners LP and The Other Guarantors Party Hereto, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and an Issuing Bank and The Lenders Signatory Hereto Dated as of February 24, 2015 First Amendment to Seventh Amended and Restat

RGP / Regency Energy Partners Lp / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Regency Energy Partners LP (Name of Issuer) Common (Title of Class of Securities) 75885Y107 (CUSIP Number) April 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 regency8-k5615.htm 8-K 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 May 6, 2015 Date of Report (Date of earliest event reported) REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of

ENERGY TRANSFER PARTNERS REPORTS FIRST QUARTER RESULTS

ETP Q1 2015 Press Release ENERGY TRANSFER PARTNERS REPORTS FIRST QUARTER RESULTS Dallas – May 6, 2015 – Energy Transfer Partners, L.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP REGENCY ENERGY PARTNERS LP A DELAWARE LIMITED PARTNERSHIP

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LP A DELAWARE LIMITED PARTNERSHIP This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LP (this ?Agreement?), dated as of April 30, 2015, is entered into by Regency GP LP, as the general partner (the ?General Partner?), and Energy Transfer Partners, L.P

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 30, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

As filed with the Securities and Exchange Commission on April 30, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Regency Energy

As filed with the Securities and Exchange Commission on April 30, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RGP S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 30, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RGP S-8 POS

As filed with the Securities and Exchange Commission on April 30, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RGP S-8 POS

S-8 POS 1 d918917ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 30, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Registration Statement No. 333-140088 Registration Statement No. 333-167082 Registration Statement No. 333-178573 Regency

RGP POS AM

POS AM As filed with the Securities and Exchange Commission on April 30, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 30, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Energy Transfer Partners and Regency Energy Partners Announce Successful Completion of Merger Merger Creates Second-Largest MLP with a Unique Diversified Platform

EX-99.1 Exhibit 99.1 Energy Transfer Partners and Regency Energy Partners Announce Successful Completion of Merger Merger Creates Second-Largest MLP with a Unique Diversified Platform DALLAS, April 30, 2015 - Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP”) and Regency Energy Partners LP (NYSE: RGP) (“Regency”) today announced the completion of their previously announced merger of an indirect su

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EX-99.1 Exhibit 99.1 REGENCY ENERGY PARTNERS LP UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER PARTNERS, L.P. DALLAS, TX ? April 28, 2015 ? Energy Transfer Partners, L.P. (NYSE: ETP) (?ETP?) and Regency Energy Partners LP (NYSE: RGP) (?Regency?) today announced that at a special meeting of Regency unitholders held earlier today, the unitholders voted to adopt the Agreement and Plan of Merger date

Energy Transfer Partners 8-K / 425 (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 28, 2015 ENERGY TRANSFER PARTNERS, L.

RGP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 28, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

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EX-99.1 Exhibit 99.1 REGENCY ENERGY PARTNERS LP UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER PARTNERS, L.P. DALLAS, TX ? April 28, 2015 ? Energy Transfer Partners, L.P. (NYSE: ETP) (?ETP?) and Regency Energy Partners LP (NYSE: RGP) (?Regency?) today announced that at a special meeting of Regency unitholders held earlier today, the unitholders voted to adopt the Agreement and Plan of Merger date

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d915862d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 28, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incor

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EX-99.1 Exhibit 99.1 REGENCY ENERGY PARTNERS LP UNITHOLDERS APPROVE MERGER WITH ENERGY TRANSFER PARTNERS, L.P. DALLAS, TX ? April 28, 2015 ? Energy Transfer Partners, L.P. (NYSE: ETP) (?ETP?) and Regency Energy Partners LP (NYSE: RGP) (?Regency?) today announced that at a special meeting of Regency unitholders held earlier today, the unitholders voted to adopt the Agreement and Plan of Merger date

Energy Transfer Partners 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A AMENDMENT NO.

FORM OF AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. [ ˜ ], 2015

ETP EX 3.1 Amendment No. 10 FORM OF AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. [ ˜ ], 2015 This Amendment No. 10 (this “Amendment No. 10”) to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the “Partnership”), dated as of July 28, 2009, as amended by Amendment No. 1 thereto d

Energy Transfer Partners 8-K (Prospectus)

ETP 4.20.15 8-K LP Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 20, 2015 ENERGY TRANSFER PARTNERS, L.P. (Exact Name of Registrant as Specified in Charter) Delaware 1-11727 73-1493906 (State or other jurisdiction of

RGP DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

8-K 1 d889219d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 9, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorp

RGP 8-K (Prospectus)

425 1 d889219d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 9, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorp

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EX-99.1 Exhibit 99.1 REGENCY ENERGY PARTNERS LP ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING FOR PROPOSED MERGER WITH ETP Dallas, TX ? March 9, 2015 ? Regency Energy Partners LP (?Regency?) (NYSE: RGP) today announced that it has established a record date of March 24, 2015 and a meeting date of April 28, 2015 for a special meeting of its unitholders. At the special meeting, which wil

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EX-99.1 Exhibit 99.1 REGENCY ENERGY PARTNERS LP ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING FOR PROPOSED MERGER WITH ETP Dallas, TX ? March 9, 2015 ? Regency Energy Partners LP (?Regency?) (NYSE: RGP) today announced that it has established a record date of March 24, 2015 and a meeting date of April 28, 2015 for a special meeting of its unitholders. At the special meeting, which wil

Table of Contents Page Report of Independent Certified Public Accountants 2 Consolidated Balance Sheets as of December 31, 2014 and 2013 3 Consolidated Income Statements for the three years ended December 31, 2014 4 Consolidated Cash Flow Statements

Exhibit 99.2 RIGS Haynesville Partnership Co. Consolidated Financial Statements December 31, 2014, 2013 and 2012 With Report of Independent Certified Public Accountants Thereon 1 Table of Contents Page Report of Independent Certified Public Accountants 2 Consolidated Balance Sheets as of December 31, 2014 and 2013 3 Consolidated Income Statements for the three years ended December 31, 2014 4 Conso

LIST OF SUBSIDIARIES OF REGENCY ENERGY PARTNERS LP

Exhibit 21.1 LIST OF SUBSIDIARIES OF REGENCY ENERGY PARTNERS LP All subsidiaries are wholly or partially owned, directly or indirectly by Regency Energy Partners LP as of February 26, 2015. Name of Subsidiary Jurisdiction of Organization Regency OLP GP LLC Delaware Regency Energy Finance Corp. Delaware Regency Gas Services LP Delaware Regency Field Services LLC Delaware Edwards Lime Gathering, LLC

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Exhibit 99.4 Consolidated Financial Statements and Report of Independent Certified Public Accountants Lone Star NGL LLC Years Ended December 31, 2014, 2013 and 2012 Contents Page Report of Independent Certified Public Accountants i Audited Financial Statements: Consolidated Balance Sheets - December 31, 2014 and 2013 1 Consolidated Statements of Operations - Years ended December 31, 2014, 2013 and

Independent Auditors’ Report

Consolidated Financial Statements and Report of Independent Certified Public Accountants Midstream Assets of Eagle Rock Energy Partners, L.

Regency Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (in millions, except for ratio amounts) Successor Predecessor Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 Year Ended December 31,

Exhibit 12.1 Regency Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (in millions, except for ratio amounts) (Unaudited) Successor Predecessor Year Ended December 31, 2014 Year Ended December 31, 2013 Year Ended December 31, 2012 Year Ended December 31, 2011 Period from Acquisition (May 26, 2010) to December 31, 2010 Period from January 1, 2010 to May 25, 2010 Fixed Charges: I

Report of Independent Registered Public Accounting Firm

Exhibit 99.3 FINANCIAL STATEMENTS MIDCONTINENT EXPRESS PIPELINE LLC As of December 31, 2014 and 2013 and For the Years Ended December 31, 2014, 2013 and 2012 Report of Independent Registered Public Accounting Firm To the Board of Directors and Members of Midcontinent Express Pipeline LLC: In our opinion, the accompanying balance sheets and the related statements of income and comprehensive income,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35262 REGENCY

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - 425

425 ETP – REGENCY MERGER: KEY HIGHLIGHTS 13 ETP has executed a definitive agreement to merge with Regency in an all unit transaction – 0.

RGP / Regency Energy Partners Lp 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 24, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 24, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 24, 2015 ENERGY TRANSFER PARTNERS, L.

RGP / Regency Energy Partners Lp / OPPENHEIMER FUNDS INC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* REGENCY ENERGY PARTNERS LP (Name of Issuer) Common Units (Title of Class of Securities) 75885Y107 (CUSIP Number) 12/31/2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

RGP / Regency Energy Partners Lp / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) REGENCY ENERGY PARTNERS LP (Name of issuer) Common Units (Title of class of securities) 75885Y 10 7 (CUSIP number) John W. McReynolds Energy Transfer Equity, L.P. 3738 Oak Lawn Ave. Dallas, Texas 75219 (214) 981-0700 (Name, address and telephon

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - 425

Filed by Energy Transfer Partners, L.P. Commission File No.: 001-11727 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Regency Energy Partners LP Commission File No.: 001-35262 On February 19, 2015, Energy Transfer Partners, L.P. (“ETP”) hosted a conference call regarding its financial results for the quarter ended December 31, 2014. The following is an unofficia

AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER Dated as of February 18, 2015 ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., RENDEZVOUS I LLC, RENDEZVOUS II LLC, REGENCY ENERGY PARTNERS LP, REGENCY GP LP, ETE GP ACQUIRER LLC solely f

EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER Dated as of February 18, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., RENDEZVOUS I LLC, RENDEZVOUS II LLC, REGENCY ENERGY PARTNERS LP, REGENCY GP LP, ETE GP ACQUIRER LLC and, solely for purposes of Section 5.17 and Article VIII, as Amended, ENERGY TRANSFER EQUITY, L.P. AMENDMENT NO. 1 TO AGREEMENT A

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - 425

425 Filed by Energy Transfer Partners, L.P. Commission File No.: 001-11727 Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Regency Energy Partners LP Commission File No.: 001-35262 On February 18, 2015, Energy Transfer Partners, L.P. (“ETP”) issued a press release regarding its financial results for the quarter ended December 31, 2014. The following is a portion

AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER Dated as of February 18, 2015 ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., RENDEZVOUS I LLC, RENDEZVOUS II LLC, REGENCY ENERGY PARTNERS LP, REGENCY GP LP, ETE GP ACQUIRER LLC solely f

EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER Dated as of February 18, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., RENDEZVOUS I LLC, RENDEZVOUS II LLC, REGENCY ENERGY PARTNERS LP, REGENCY GP LP, ETE GP ACQUIRER LLC and, solely for purposes of Section 5.17 and Article VIII, as Amended, ENERGY TRANSFER EQUITY, L.P. AMENDMENT NO. 1 TO AGREEMENT A

AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER Dated as of February 18, 2015 ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., RENDEZVOUS I LLC, RENDEZVOUS II LLC, REGENCY ENERGY PARTNERS LP, REGENCY GP LP, ETE GP ACQUIRER LLC solely f

EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER Dated as of February 18, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., RENDEZVOUS I LLC, RENDEZVOUS II LLC, REGENCY ENERGY PARTNERS LP, REGENCY GP LP, ETE GP ACQUIRER LLC and, solely for purposes of Section 5.17 and Article VIII, as Amended, ENERGY TRANSFER EQUITY, L.P. AMENDMENT NO. 1 TO AGREEMENT A

Regency Energy Partners Reports Full-Year 2014 Results Adjusted EBITDA Increased 93% and DCF Increased 91% Over Full-Year 2013

Exhibit 99.1 Regency Energy Partners Reports Full-Year 2014 Results Adjusted EBITDA Increased 93% and DCF Increased 91% Over Full-Year 2013 DALLAS, February 18, 2015 - Regency Energy Partners LP (NYSE:RGP), (“Regency” or the “Partnership”), announced today its financial results for the fourth-quarter and full-year ended December 31, 2014. For full-year 2014, adjusted EBITDA increased 93 percent to

RGP / Regency Energy Partners Lp 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 18, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 19, 2015 (February 18, 2015) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of i

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 18, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - 8-K

425 1 d875386d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 18, 2015 ENERGY TRANSFER PARTNERS, L.P. (Exact Name of Registrant as Specified in Charter) Delaware 1-11727 73-1493906 (State or other jurisdiction of

RGP / Regency Energy Partners Lp / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Regency Energy Partners LP (Name of Issuer) Common (Title of Class of Securities) 75885Y107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

RGP / Regency Energy Partners Lp / TORTOISE CAPITAL ADVISORS, L.L.C. - REGENCY ENERGY PARTNERS 13G/A 12.31.14 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Four)* Regency Energy Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 75885Y107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

RGP / Regency Energy Partners Lp / OPPENHEIMER FUNDS INC - SCHEDULE 13G

SC 13E3/A 1 regencyenergypart13ga.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* REGENCY ENERGY PARTNERS LP (Name of Issuer) Common Units (Title of Class of Securities) 75885Y107 (CUSIP Number) 12/31/2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

RGP / Regency Energy Partners Lp 425 - Merger Prospectus - 425

425 Filed by Regency Energy Partners LP Commission File No. 001-35262 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Regency Energy Partners LP Commission File No. 001-35262 Earlier this week, we announced that ETP and Regency have entered into a merger agreement pursuant to which ETP will ac

RGP / Regency Energy Partners Lp 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 30, 2015 (January 30, 2015) REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

ENERGY TRANSFER PARTNERS, L.P.

EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS, L.P. REGENCY ENERGY PARTNERS LP ETP’s Merger with Regency January 30, 2015 LEGAL DISCLAIMER Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION (THE “TRANSACTION”) INVOLVING THE MERGER OF ENERGY TRANSFER PARTNERS, L.P. (“ETP”) AND REGENCY

ENERGY TRANSFER PARTNERS, L.P.

EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS, L.P. REGENCY ENERGY PARTNERS LP ETP’s Merger with Regency January 30, 2015 LEGAL DISCLAIMER Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION (THE “TRANSACTION”) INVOLVING THE MERGER OF ENERGY TRANSFER PARTNERS, L.P. (“ETP”) AND REGENCY

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 30, 2015 (January 30, 2015) REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 26, 2015 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commis

RGP / Regency Energy Partners Lp 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 26, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

ENERGY TRANSFER PARTNERS AND REGENCY ENERGY PARTNERS TO MERGE IN AN $18 BILLION UNIT FOR UNIT TRANSACTION Transaction Expected to be Breakeven to ETP’s Distributable Cashflow in 2015 and Accretive Thereafter Transaction Expected to be Credit Neutral

EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS AND REGENCY ENERGY PARTNERS TO MERGE IN AN $18 BILLION UNIT FOR UNIT TRANSACTION Transaction Expected to be Breakeven to ETP’s Distributable Cashflow in 2015 and Accretive Thereafter Transaction Expected to be Credit Neutral to ETP’s Investment Grade Ratings and Credit Positive for Regency While the Industrial Logic for Combination has Always Existed,

AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER EQUITY, L.P.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP and, solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER EQUITY, L.P. TABLE OF CONTENTS Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Closing 2 Sectio

RGP / Regency Energy Partners Lp / Energy Transfer Equity, L.P. - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 d860369dsc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) REGENCY ENERGY PARTNERS LP (Name of Issuer) Common Units (Title of Class of Securities) 75885Y 10 7 (CUSIP Number) John W. McReynolds Energy Transfer Equity, L.P. 3738 Oak Lawn Ave. Dallas, Texas 75219 (214)

ENERGY TRANSFER PARTNERS AND REGENCY ENERGY PARTNERS TO MERGE IN AN $18 BILLION UNIT FOR UNIT TRANSACTION Transaction Expected to be Breakeven to ETP’s Distributable Cashflow in 2015 and Accretive Thereafter Transaction Expected to be Credit Neutral

EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS AND REGENCY ENERGY PARTNERS TO MERGE IN AN $18 BILLION UNIT FOR UNIT TRANSACTION Transaction Expected to be Breakeven to ETP’s Distributable Cashflow in 2015 and Accretive Thereafter Transaction Expected to be Credit Neutral to ETP’s Investment Grade Ratings and Credit Positive for Regency While the Industrial Logic for Combination has Always Existed,

ENERGY TRANSFER PARTNERS AND REGENCY ENERGY PARTNERS TO MERGE IN AN $18 BILLION UNIT FOR UNIT TRANSACTION Transaction Expected to be Breakeven to ETP’s Distributable Cashflow in 2015 and Accretive Thereafter Transaction Expected to be Credit Neutral

EX-99.1 2 d860060dex991.htm EX-99.1 Exhibit 99.1 ENERGY TRANSFER PARTNERS AND REGENCY ENERGY PARTNERS TO MERGE IN AN $18 BILLION UNIT FOR UNIT TRANSACTION Transaction Expected to be Breakeven to ETP’s Distributable Cashflow in 2015 and Accretive Thereafter Transaction Expected to be Credit Neutral to ETP’s Investment Grade Ratings and Credit Positive for Regency While the Industrial Logic for Comb

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 26, 2015 ENERGY TRANSFER PARTNERS, L.

RGP / Regency Energy Partners Lp 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 26, 2015 (January 25, 2015) REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER EQUITY, L.P.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP and, solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER EQUITY, L.P. TABLE OF CONTENTS Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Closing 2 Sectio

ETP / Energy Transfer Partners, L.P. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 26, 2015 (January 25, 2015) ENERGY TRANSFER PARTNERS, L.

AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER EQUITY, L.P.

Exhibit 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP and, solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER EQUITY, L.P. TABLE OF CONTENTS Page ARTICLE I. THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 Closing 2 S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 26, 2015 (January 25, 2015) REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 26, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Regency Energy Partners Announces Cash Distribution of $0.5025 Per Outstanding Common Unit

Exhibit 99.1 Regency Energy Partners Announces Cash Distribution of $0.5025 Per Outstanding Common Unit DALLAS, January 26, 2015 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today a cash distribution of $0.5025 per outstanding common unit for the fourth quarter ended December 31, 2014. The fourth quarter distribution is equivalent to $2.01 per outstanding c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 16, 2015 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

RGP / Regency Energy Partners Lp / KAYNE ANDERSON CAPITAL ADVISORS LP - KAYNE ANDERSON CAPITAL ADVISORS, LP SC 13GA NO 5 1-13-2015 (REGENCY ENERGY PARTNERS, LP) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) REGENCY ENERGY PARTNERS, LP (Name of Issuer) COMMON UNITS (Title of Class of Securities) 75885Y107 (CUSIP Number) Check the following box if a fee is being paid with this statement ☐. (A fee is not required only if the filing person: (1) has a previous st

$1,000,000,000 Regency Energy Partners LP Common Units Representing Limited Partner Interests

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-201030 PROSPECTUS SUPPLEMENT (To prospectus dated December 24, 2014) $1,000,000,000 Regency Energy Partners LP Common Units Representing Limited Partner Interests We have entered into an equity distribution agreement (the “equity distribution agreement”) with Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Pariba

REGENCY ENERGY PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Gross Sales Price Not to Exceed $1,000,000,000 Equity Distribution Agreement

EX-1.1 Exhibit 1.1 REGENCY ENERGY PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Gross Sales Price Not to Exceed $1,000,000,000 Equity Distribution Agreement January 8, 2015 Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): January 8, 2015 REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Com

SIXTH SUPPLEMENTAL INDENTURE

EX-4.33 Exhibit 4.33 SIXTH SUPPLEMENTAL INDENTURE Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of August 15, 2013, among RGP Marketing LLC, a Texas limited liability company (“RGP Marketing”), RGP Westex Gathering Inc., a Texas corporation (“RGP Westex”), RGU West LLC, a Texas limited liability company (“RGU West”), and West Texas Gathering Company, a Delaware corporation

RGP / Regency Energy Partners Lp S-3 - - FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on December 17, 2014 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 9, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commis

Exhibit 99.1

Exhibit 99.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): December 2, 2014 (November 25, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction o

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2014, REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOC

EX-10.1 Exhibit 10.1 SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2014, among REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and Swingline Lender, WELLS FARGO BANK, N.A., BANK OF AMERICA, N.A.,

Financial Statements and Exhibits

8-K 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): November 28, 2014 (November 24, 2014) REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction

FIRST SUPPLEMENTAL INDENTURE

EX-4.5 Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), and Regency Energy Finance Corp. (“Finance Corp.” and, together with Regency Energy Partn

FIFTH SUPPLEMENTAL INDENTURE

EX-4.4 5 d829921dex44.htm EX-4.4 Exhibit 4.4 FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp. (“Finance Corp.” and, together wit

SEVENTH SUPPLEMENTAL INDENTURE

EX-4.3 Exhibit 4.3 SEVENTH SUPPLEMENTAL INDENTURE Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp. (“Finance Corp.” and, together with Regency Energy Partn

REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PVR PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) the Subsidiary Guarantors named herein 8.375% Senior Notes due 2020 6.500

EX-4.2 3 d829921dex42.htm EX-4.2 Exhibit 4.2 REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PVR PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) and the Subsidiary Guarantors named herein 8.375% Senior Notes due 2020 6.500% Senior Notes due 2021 EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 24, 2014 WELLS FARGO BANK,

TENTH SUPPLEMENTAL INDENTURE

EX-4.1 2 d829921dex41.htm EX-4.1 Exhibit 4.1 TENTH SUPPLEMENTAL INDENTURE Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp. (“Finance Corp.” and, together wit

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): November 17, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (C

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): November 17, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (C

Energy Transfer Partners and Regency Energy Partners to Construct Large Diameter NGL Pipeline from Permian Basin to Mont Belvieu Partnerships Also Announce Plans to Convert Existing 12-inch NGL Pipeline to Crude Oil/Condensate Service

EX-99.1 Exhibit 99.1 Energy Transfer Partners and Regency Energy Partners to Construct Large Diameter NGL Pipeline from Permian Basin to Mont Belvieu Partnerships Also Announce Plans to Convert Existing 12-inch NGL Pipeline to Crude Oil/Condensate Service DALLAS—(BUSINESS WIRE)—November 17, 2014— Energy Transfer Partners, L.P. (NYSE: ETP) and Regency Energy Partners LP (NYSE:RGP) today announced t

Regency Energy Partners LP

EX-99.1 Regency Energy Partners LP 2014 Investor Day November 17, 2014 Exhibit 99.1 Forward-Looking Statements 2 Certain matters discussed in this report include “forward-looking” statements. 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,” “will,” “project,” “p

Regency Energy Partners LP

Exhibit 99.2 Selected Financial Data The selected historical financial information presented below for Regency Energy Partners LP (the “Partnership”) was derived from the financial statements included in the Partnership’s Annual Report on Form 10-K filed on February 27, 2014. The unaudited pro-forma financial information presented below was derived from information presented in this Current Report

Regency Energy Partners LP Unaudited Pro Forma Combined Statement of Operations For the Nine Months Ended September 30, 2014 (in millions except unit data and per unit data) Partnership PVR EROC HEP Combined Historical Pro Forma Adjustments Pro Forma

Exhibit 99.1 Unaudited Pro Forma Combined Financial Information The unaudited pro forma combined financial information has been prepared to reflect the contribution of the midstream business of Eagle Rock Energy Partners, L.P. (“Eagle Rock”) to Regency Energy Partners LP (the “Partnership”) completed on July 1, 2014, the merger of PVR Partners, L.P. (“PVR”) with the Partnership completed on March

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2014 (November 5, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of inc

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 5, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commis

Energy Transfer Partners and Regency Energy Partners to Construct Third

Exhibit 99.1 Energy Transfer Partners and Regency Energy Partners to Construct Third Fractionation Facility at Mont Belvieu Fractionator Will Complement the Partnerships’ Gas Processing, NGL Transportation, NGL Storage and LPG Export Infrastructure DALLAS-(BUSINESS WIRE)—November 5, 2014- Energy Transfer Partners, L.P. (NYSE: ETP) and Regency Energy Partners LP (NYSE:RGP) today announced that thei

Regency Energy Partners Reports Third Quarter 2014 Results

Exhibit 99.1 Regency Energy Partners Reports Third Quarter 2014 Results Adjusted EBITDA Increased 100% and DCF Increased 87% Over Third Quarter 2013 DALLAS, November 5, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today its financial results for the third-quarter ended September 30, 2014. For third quarter 2014, adjusted EBITDA increased 100 percent to

========================================================================== REGENCY GP LLC, ANNUAL BONUS PLAN REGENCY GP LLC ANNUAL BONUS PLAN

========================================================================== REGENCY GP LLC, ANNUAL BONUS PLAN ========================================================================== REGENCY GP LLC ANNUAL BONUS PLAN 1.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-35262 REGENCY ENERGY PARTNERS

Regency Energy Partners Increases Cash Distribution to $0.5025 Per Outstanding Common Unit Represents Sixth Consecutive Quarterly Increase

Exhibit 99.1 Regency Energy Partners Increases Cash Distribution to $0.5025 Per Outstanding Common Unit Represents Sixth Consecutive Quarterly Increase DALLAS, October 28, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today a $0.0125 increase in its cash distribution to $0.5025 per outstanding common unit for the third quarter ended September 30, 2014.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 30, 2014 (October 28, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of inc

SECOND AMENDMENT SIXTH AMENDED AND RESTATED CREDIT AGREEMENT REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP THE OTHER GUARANTORS PARTY HERETO, as Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collatera

EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT among REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and an Issuing Bank and The Lenders Signatory Hereto Dated as of September 15, 2014 SECOND AMENDMENT TO SIXT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): September 19, 2014 (September 15, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdictio

Unaudited Condensed Combined Financial Statements Midstream Assets of Eagle Rock Energy Partners, L.P. June 30, 2014 MIDSTREAM ASSETS OF EAGLE ROCK ENERGY PARTNERS, L.P. UNAUDITED CONDENSED COMBINED BALANCE SHEETS AS OF JUNE 30, 2014 AND DECEMBER 31,

Exhibit 99.3 Unaudited Condensed Combined Financial Statements Midstream Assets of Eagle Rock Energy Partners, L.P. June 30, 2014 MIDSTREAM ASSETS OF EAGLE ROCK ENERGY PARTNERS, L.P. UNAUDITED CONDENSED COMBINED BALANCE SHEETS AS OF JUNE 30, 2014 AND DECEMBER 31, 2013 ($ in thousands) June 30, 2014 December 31, 2013 ASSETS CURRENT ASSETS: Accounts receivable (a) $ 111,284 $ 128,713 Risk management

Regency Energy Partners LP

Exhibit 99.2 Selected Financial Data The selected historical financial information presented below for Regency Energy Partners LP (the “Partnership”) was derived from the financial statements included in the Partnership’s Annual Report on Form 10-K filed on February 27, 2014. The unaudited pro-forma financial information presented below was derived from information presented in this Current Report

Regency Energy Partners LP

Exhibit 99.1 Unaudited Pro Forma Combined Financial Information The unaudited pro forma combined financial information has been prepared to reflect the contribution of the midstream business of Eagle Rock Energy Partners, L.P. (“Eagle Rock”) to Regency Energy Partners LP (the “Partnership”) completed on July 1, 2014, the merger of PVR Partners, L.P. (“PVR”) with the Partnership completed on March

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 20, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commiss

Exhibit 99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2014 (August 6, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorpo

Regency Energy Partners Reports Second Quarter 2014 Results Adjusted EBITDA Increased 98% and DCF Increased 105% Over Second Quarter 2013

Exhibit 99.1 Regency Energy Partners Reports Second Quarter 2014 Results Adjusted EBITDA Increased 98% and DCF Increased 105% Over Second Quarter 2013 DALLAS, August 6, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today its financial results for the second-quarter ended June 30, 2014. For second quarter 2014, adjusted EBITDA increased 98 percent to $30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-35262 REGENCY ENERGY PARTNERS LP (E

Regency Energy Partners and American Energy – Midstream, LLC Enter Into Joint Venture Upsize Previously Announced Utica Ohio River Project

Exhibit 99.2 Regency Energy Partners and American Energy – Midstream, LLC Enter Into Joint Venture Upsize Previously Announced Utica Ohio River Project DALLAS, August 7, 2014 – Regency Energy Partners LP (NYSE: RGP), (Regency or the Partnership) and American Energy – Midstream, LLC (AE-MidCo), announced today that they have entered into a joint venture agreement for the construction and operation

Regency Energy Partners Increases Cash Distribution to 49 Cents Per Outstanding Common Unit Represents Fifth Consecutive Quarterly Increase

Exhibit 99.1 Regency Energy Partners Increases Cash Distribution to 49 Cents Per Outstanding Common Unit Represents Fifth Consecutive Quarterly Increase DALLAS, July 28, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today a $0.01 increase in its cash distribution to $0.49 per outstanding common unit for the second quarter ended June 30, 2014. This repre

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm REGENCY ENERGY PARTNERS FORM 8-K DATED AUGUST 4, 2014. 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): August 4, 2014 (July 28, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter

REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PVR PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) the Subsidiary Guarantors named herein 8.375% Senior Notes due 2020 6.500

EX-4.3 Exhibit 4.3 REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PVR PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) and the Subsidiary Guarantors named herein 8.375% Senior Notes due 2020 6.500% Senior Notes due 2021 SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 25, 2014 WELLS FARGO BANK, N.A., Trustee This SEVENTH S

REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP., as Issuers EACH OF THE GUARANTORS PARTY HERETO, as Guarantors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of July 25, 2014 to the Dated as of Septem

EX-4.2 Exhibit 4.2 EXECUTION VERSION REGENCY ENERGY PARTNERS LP and REGENCY ENERGY FINANCE CORP., as Issuers EACH OF THE GUARANTORS PARTY HERETO, as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of July 25, 2014 to the INDENTURE Dated as of September 11, 2013 $700,000,000 5.00% SENIOR NOTES DUE 2022 TABLE OF CONTENTS Page ARTICLE I RELATION

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 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 28, 2014 (July 25, 2014) REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incor

REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. UNDERWRITING AGREEMENT dated July 22, 2014 BARCLAYS CAPITAL INC. Underwriting Agreement

EX-1.1 Exhibit 1.1 EXECUTION VERSION REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. UNDERWRITING AGREEMENT dated July 22, 2014 BARCLAYS CAPITAL INC. Underwriting Agreement July 22, 2014 BARCLAYS CAPITAL INC. 745 Seventh Avenue New York, New York 10019 As Representative of the several Underwriters Ladies and Gentlemen: Introductory. Regency Energy Partners LP, a Delaware limited partnershi

July 25, 2014

EX-5.4 Exhibit 5.4 July 25, 2014 Regency Energy Partners LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 Re: Registration Statement on Form S-3 (Registration No. 333-183179) Ladies and Gentlemen: We have acted as local counsel in the Commonwealth of Virginia to Kanawha Rail LLC, a Virginia limited liability company (“Kanawha Rail”), and as local counsel in the State of West Virginia to LJL LL

Regency Energy Partners LP Announces Public Offering of $500 Million of Senior Notes

EX-99.1 Exhibit 99.1 News Release Regency Energy Partners LP Announces Public Offering of $500 Million of Senior Notes DALLAS—(BUSINESS WIRE)—July 22, 2014—Regency Energy Partners LP (NYSE: RGP) (“Regency”) today announced a public offering of $500 million in aggregate principal amount of its senior notes due 2022 (the “notes”). Regency Energy Finance Corp. (“Finance Corp.”), a wholly owned direct

Regency Energy Partners LP Announces Pricing of Upsized Public Offering of $700 Million of Senior Notes

Exhibit 99.2 News Release Regency Energy Partners LP Announces Pricing of Upsized Public Offering of $700 Million of Senior Notes DALLAS?(BUSINESS WIRE) ?July 22, 2014? Regency Energy Partners LP (NYSE: RGP) (?Regency?) today announced the pricing of its upsized public offering of $700 million in aggregate principal amount of 5.00% senior notes due 2022 (the ?notes?) at a price to the public of 99

July 25, 2014

EX-5.3 Exhibit 5.3 320 South Boston Avenue, Suite 200 Tulsa, OK 74103-3706 July 25, 2014 Regency Energy Partners LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 Re: Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Regency Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers”) Ladies and Gentlemen: We h

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, 2014 (July 22, 2014) REG

8-K 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, 2014 (July 22, 2014) REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incor

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Offered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 5.00% Senior Notes due 2022 $700,000,000 $90,160 Guarantees of Senior Notes (2) None Total $700,000,000

424B5 1 d758383d424b5.htm FINAL PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-185179 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Offered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 5.00% Senior Notes due 2022 $700,000,000 $90,160 Guarantees of Senior Notes (2) None Total $700,000,000 $90,160 (1) The f

Schedule I Name of Registrant Guarantor State or other Jurisdiction of Incorporation or Organization CDM Resource Management LLC Delaware Connect Gas Pipeline LLC Delaware Dulcet Acquisition LLC Delaware Fieldcrest Resources LLC Delaware FrontStreet

EX-5.4 Exhibit 5.4 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego July 22, 2014 Regency Energy Partners LP 2001 Bryan Street, Suite 3700 Dallas, TX 75201 Ham

RGP / Regency Energy Partners Lp POSASR - - POST-EFFECTIVE S-3

POST-EFFECTIVE S-3 As filed with the Securities and Exchange Commission on July 22, 2014 Registration No.

Subject to Completion, dated July 22, 2014

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-185179 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accom

Regency Energy Partners LP Regency Energy Finance Corp. $700,000,000 Aggregate Principal Amount of 5.00% Senior Notes due 2022

FWP 1 d764362dfwp.htm FWP Pricing term sheet dated July 22, 2014 to Preliminary Prospectus Supplement dated July 22, 2014 (the “Preliminary Prospectus Supplement”) Filed Pursuant to Rule 433 Registration No. 333-185179 Regency Energy Partners LP Regency Energy Finance Corp. $700,000,000 Aggregate Principal Amount of 5.00% Senior Notes due 2022 The following information supplements the Preliminary

RGP / Regency Energy Partners Lp S-3 - - FORM S-3

Table of Contents As filed with the Securities and Exchange Commission on July 21, 2014 Registration No.

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

EX-99.F Exhibit F JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a) the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units representing limited partner interests in Regenc

RGP / Regency Energy Partners Lp / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) REGENCY ENERGY PARTNERS LP (Name of issuer) Common Units (Title of class of securities) 75885Y 10 7 (CUSIP number) John W. McReynolds Energy Transfer Equity, L.P. 3738 Oak Lawn Ave. Dallas, Texas 75219 (214) 981-0700 (Name, address and telepho

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN REGENCY ENERGY PARTNERS LP ETE COMMON HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENT

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN REGENCY ENERGY PARTNERS LP AND ETE COMMON HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2014, by and between REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”) and ETE COMMON HOLDINGS, LLC, a Delaware limited liability comp

REGISTRATION RIGHTS AGREEMENT BY AND AMONG REGENCY ENERGY PARTNERS LP EAGLE ROCK ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Execution Copy REGISTRATION RIGHTS AGREEMENT BY AND AMONG REGENCY ENERGY PARTNERS LP AND EAGLE ROCK ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2014 by and between REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”), and EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware l

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 8, 2014 (July 1, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in Charter) Delaware 001-35262 16-1731691 (State or Other Jurisdiction of Incorporation)

COMMON UNIT PURCHASE AGREEMENT REGENCY ENERGY PARTNERS LP ETE COMMON HOLDINGS, LLC Table of Contents ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Accounting Procedures and Interpretation 5 ARTICLE II AGREEMENT TO SELL AND PURCHASE

EX-10.3 Exhibit 10.3 Execution Version COMMON UNIT PURCHASE AGREEMENT between REGENCY ENERGY PARTNERS LP and ETE COMMON HOLDINGS, LLC Table of Contents ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Accounting Procedures and Interpretation 5 ARTICLE II AGREEMENT TO SELL AND PURCHASE 5 Section 2.01 Sale and Purchase 5 Section 2.02 Closing 5 Section 2.03 Conditions to Closing. 6 Sec

Regency Energy Partners Closes on Acquisition of Midstream Business of Eagle Rock Energy Partners, L.P.

EX-99.1 Exhibit 99.1 News Release Regency Energy Partners Closes on Acquisition of Midstream Business of Eagle Rock Energy Partners, L.P. DALLAS—(BUSINESS WIRE)—July 1, 2014—Regency Energy Partners LP (NYSE: RGP) (“Regency”) announced today that it has closed on its previously announced acquisition of the midstream business of Eagle Rock Energy Partners, L.P. (NASDAQ: EROC) (“Eagle Rock”) for a co

REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.375% SENIOR NOTES DUE 2019 Dated as of July 1, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture

EX-4.1 Exhibit 4.1 REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.375% SENIOR NOTES DUE 2019 INDENTURE Dated as of July 1, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c)

REGISTRATION RIGHTS AGREEMENT Dated as of July 1, 2014 by and among REGENCY ENERGY PARTNERS LP, REGENCY ENERGY FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO BARCLAYS CAPITAL INC.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT Dated as of July 1, 2014 by and among REGENCY ENERGY PARTNERS LP, REGENCY ENERGY FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC. This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 1, 2014, by and among Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”),

Regency, Eagle Rock Announce Close of FTC Investigation of Regency’s Proposed Eagle Rock Midstream Business Acquisition

EX-99.1 Exhibit 99.1 News Release Regency, Eagle Rock Announce Close of FTC Investigation of Regency’s Proposed Eagle Rock Midstream Business Acquisition DALLAS—(BUSINESS WIRE)—June 27, 2014—Regency Energy Partners LP (NYSE: RGP) (“Regency”) and Eagle Rock Energy Partners, L.P. (NASDAQ: EROC) (“Eagle Rock”) received confirmation that the Federal Trade Commission has voted to close its investigatio

Financial Statements and Exhibits, Other Events

8-K 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): June 30, 2014 (June 27, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other Jurisdiction of Incor

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

8-K 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): June 18, 2014 (June 12, 2014) REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incor

GUARANTY June 12, 2014

EX-10.1 Exhibit 10.1 GUARANTY June 12, 2014 This Guaranty (“Guaranty”) is made by Regency Energy Partners LP, a Delaware limited partnership (“Guarantor”), in favor of Midcontinent Express Pipeline LLC, a Delaware limited liability company (“MEP” and, together with Guarantor, the “Parties”). Capitalized terms used but not defined in this Guaranty have the meanings ascribed to them in the LLC Agree

RGP / Regency Energy Partners Lp / Energy Transfer Equity, L.P. - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment

SC 13D/A 1 d743190dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) REGENCY ENERGY PARTNERS LP (Name of issuer) Common Units (Title of class of securities) 75885Y 10 7 (CUSIP number) John W. McReynolds Energy Transfer Equity, L.P. 3738 Oak Lawn Ave. Dallas, Tex

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

EX-99.F 2 d743190dex99f.htm EX-99.F Exhibit F JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a) the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units representing limited

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K

8-K 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): June 4, 2014 (June 4, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorp

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN REGENCY ENERGY PARTNERS LP ETE COMMON HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN REGENCY ENERGY PARTNERS LP AND ETE COMMON HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2014, by and between REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”) and ETE COMMON HOLDINGS, LLC, a Delaware limi

Regency Energy Partners Raises $400 Million of Common Equity

EX-99.1 4 d737116dex991.htm EX-99.1 Exhibit 99.1 Regency Energy Partners Raises $400 Million of Common Equity DALLAS, June 4, 2014 — Regency Energy Partners LP (NYSE: RGP), (“Regency” or “Partnership”), announced today that it sold 14.4 million common units to ETE Common Holdings, LLC, a wholly owned subsidiary of Energy Transfer Equity, L.P., which owns the general partner of Regency, for $400 mi

COMMON UNIT PURCHASE AGREEMENT REGENCY ENERGY PARTNERS LP ETE COMMON HOLDINGS, LLC Table of Contents ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Accounting Procedures and Interpretation 5 ARTICLE II AGREEMENT TO SELL AND PURCHASE

EX-10.1 Exhibit 10.1 Execution Version COMMON UNIT PURCHASE AGREEMENT between REGENCY ENERGY PARTNERS LP and ETE COMMON HOLDINGS, LLC Table of Contents ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Accounting Procedures and Interpretation 5 ARTICLE II AGREEMENT TO SELL AND PURCHASE 5 Section 2.01 Sale and Purchase 5 Section 2.02 Closing 5 Section 2.03 Conditions to Closing 5 Sect

Exhibit 99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits - REGENCY ENERGY PARTNERS LP FORM 8-K DATED MAY 21, 2014.

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): May 21, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commission

REGENCY ENERGY PARTNERS LP Common Units Representing Limited Partner Interests Equity Distribution Agreement

EX-1.1 Exhibit 1.1 REGENCY ENERGY PARTNERS LP $400,000,000 Common Units Representing Limited Partner Interests Equity Distribution Agreement May 16, 2014 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 c/o B

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): May 16, 2014 REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation) (C

$400,000,000 Regency Energy Partners LP Common Units Representing Limited Partner Interests

424B5 1 d727037d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-194801 PROSPECTUS SUPPLEMENT (To prospectus dated April 30, 2014) $400,000,000 Regency Energy Partners LP Common Units Representing Limited Partner Interests We have entered into an equity distribution agreement (the “equity distribution agreement”) with Barclays Capital Inc., Merrill Lynch, Pie

Regency Energy Partners LP

Exhibit 99.1 Unaudited Pro Forma Combined Financial Information The unaudited pro forma combined financial information has been prepared to reflect the proposed contribution of the midstream business of Eagle Rock Energy Partners, L.P. (“Eagle Rock”) to Regency Energy Partners LP (the “Partnership”), the merger of PVR Partners, L.P. (“PVR”) with the Partnership completed on March 21, 2014 (the “PV

MIDSTREAM ASSETS OF EAGLE ROCK ENERGY PARTNERS, L.P. UNAUDITED CONDENSED COMBINED BALANCE SHEETS AS OF MARCH 31, 2014 AND DECEMBER 31, 2013 ($ in thousands)

Exhibit 99.3 MIDSTREAM ASSETS OF EAGLE ROCK ENERGY PARTNERS, L.P. UNAUDITED CONDENSED COMBINED BALANCE SHEETS AS OF MARCH 31, 2014 AND DECEMBER 31, 2013 ($ in thousands) March 31, 2014 December 31, 2013 ASSETS CURRENT ASSETS: Accounts receivable (a) $ 136,966 $ 128,713 Risk management assets 2,606 4,412 Prepayments and other current assets 410 2,060 Total current assets 139,982 135,185 PROPERTY, P

Regency Energy Partners LP

Exhibit 99.2 Selected Financial Data The selected historical financial information presented below for Regency Energy Partners LP (the “Partnership”) was derived from the financial statements included in the Partnership’s Form 10-K filed on February 27, 2014. The pro forma financial information presented below was derived from information presented in this Form 8-K/A, except for investing and fina

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commissi

Regency Energy Partners LP Common Units Representing Limited Partner Interests

Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.

RGP / Regency Energy Partners Lp / KAYNE ANDERSON CAPITAL ADVISORS LP - KAYNE ANDERSON CAPITAL ADVISORS, LP SC 13G A NO 4 5-9-2014 (REGENCY ENERGY PARTNERS, LP) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) REGENCY ENERGY PARTNERS, LP (Name of Issuer) COMMON UNITS (Title of Class of Securities) 75885Y107 (CUSIP Number) Check the following box if a fee is being paid with this statement ¨. (A fee is not required only if the filing person: (1) has a previous st

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this ?Supplemental Indenture?), dated as of March 28, 2014, among RHEP Crude LLC, a Texas limited liability company (the ?Guaranteeing Subsidiary?), Regency Energy Partners LP, a Delaware limited partnership (?Regency Energy Partners?), and Regency Energy Finance Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 rgp-33114x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3526

REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) the Subsidiary Guarantors named herein 8.375% Senior N

REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE PARTNERS, L.

NINTH SUPPLEMENTAL INDENTURE

NINTH SUPPLEMENTAL INDENTURE Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 18, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp.

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 18, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), and Regency Energy Finance Corp.

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 18, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), and Regency Energy Finance Corp.

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 28, 2014, among RHEP Crude LLC, a Texas limited liability company (the “Guaranteeing Subsidiary”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), and Regency Energy Finance Corp.

EIGHTH SUPPLEMENTAL INDENTURE

EIGHTH SUPPLEMENTAL INDENTURE Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 28, 2014, among, RHEP Crude LLC, a Texas limited liability company (the “Guaranteeing Subsidiary”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp.

Regency Energy Partners To Construct New Processing Facility and NGL Pipeline in North Louisiana

Exhibit 99.1 Regency Energy Partners To Construct New Processing Facility and NGL Pipeline in North Louisiana DALLAS, May 7, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today it will construct a new processing plant and NGL pipeline at Regency’s Dubberly facility in North Louisiana. The project will include the addition of a new 200 MMcf/d cryogenic p

Regency Energy Partners Reports Increased First Quarter 2014 Adjusted EBITDA

Exhibit 99.1 Regency Energy Partners Reports Increased First Quarter 2014 Adjusted EBITDA DALLAS, May 6, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today its financial results for the first-quarter ended March 31, 2014. The results presented herein have been retrospectively adjusted to combine Regency’s results with the results of Southern Union Gath

Regulation FD Disclosure, Financial Statements and Exhibits - REGENCY ENERGY PARTNERS LP FORM 8-K DATED MAY 7, 2014.

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): May 7, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8k.htm REGENCY ENERGY PARTNERS LP FORM 8-K DATED MAY 7, 2014. 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): May 7, 2014 (May 6, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DEL

Financial Statements and Exhibits, Other Events

8-K 1 d719472d8k.htm 8-K 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 29, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other Jurisdiction of

2

EX-99.1 Exhibit 99.1 April 30, 2014 Eagle Rock, Regency Certify Substantial Compliance with Second Request; Enter Into Timing Agreement with FTC HOUSTON and DALLAS—Eagle Rock Energy Partners, L.P. (“Eagle Rock”) (NASDAQ: EROC) and Regency Energy Partners LP (“Regency”) (NYSE: RGP) today announced that both companies have certified substantial compliance with the Federal Trade Commission (“FTC”) in

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 30, 2014 (April 28, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorpo

Regency Energy Partners Increases Cash Distribution to 48 Cents Per Outstanding Common Unit Represents Fourth Consecutive Quarterly Increase

Exhibit 99.1 Regency Energy Partners Increases Cash Distribution to 48 Cents Per Outstanding Common Unit Represents Fourth Consecutive Quarterly Increase DALLAS, April 28, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today a cash distribution of 48 cents per outstanding common unit for the first quarter ended March 31, 2014, which represents a half cen

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CORRESP REGENCY ENERGY PARTNERS LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 April 28, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CORRESP REGENCY ENERGY PARTNERS LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 April 28, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

- AMENDMENT NO. 1 TO FORM S-3

Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 16, 2014 Registration No. 333-194799 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in its Charter) Delaware 16-17316

- AMENDMENT NO. 1 TO FORM S-3

Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 16, 2014 Registration No. 333-194801 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Regency Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 16-17316

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Correspondence REGENCY ENERGY PARTNERS LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 April 16, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CORRESP 1 filename1.htm REGENCY ENERGY PARTNERS LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 April 16, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Anne Nguyen Parker, Branch Chief Division of Corporation Finance Re: Regency Energy Partners LP Registration Statement on Form S-3 Filed March 25, 2014 Fi

RGP / Regency Energy Partners Lp / Riverstone Energy Partners V, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Regency Energy Partners LP (Name of Issuer) Common units representing limited partner interests (Title of Class of Securities) 75885Y 10 7 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 (212

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - REGENCY ENERGY PARTNERS LP FORM 8-K FILED APRIL 15, 2014.

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 15, 2014 (April 9, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorpor

RGP / Regency Energy Partners Lp / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Regency Energy Partners LP (Name of Issuer) Common (Title of Class of Securities) 75885Y107 (CUSIP Number) March 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 7, 2014 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2014 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

RGP / Regency Energy Partners Lp / Riverstone V PVR Holdings, L.P. - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Regency Energy Partners LP (Name of Issuer) Common units representing limited partner interests (Title of Class of Securities) 75885Y 10 7 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 (212) 993

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Dated: March 28, 2014 RIVERSTONE V PVR HOLDINGS, L.P. By: Riverstone Energy Partners V, L.P, its general partner By: Riverstone Energy GP V, LLC, its general partner By: /s/ Thomas J. Walker Name: Thomas J. Walker Title: Authorized Person RIVERSTONE ENERGY PARTNERS V, L.P. By: Riverstone Energy GP V, LLC, its general partner By: /s/ Thomas J. Walker Name

- FORM S-3

S-3 1 d698468ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on March 24, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Regency Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 16-1731691 (State or other juri

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on March 24, 2014 Registration No.

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 21, 2014 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in Charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.

Regency Energy Partners Closes Merger With PVR Partners Substantially Expands Geographic Footprint in Marcellus, Utica and Granite Wash Supply Areas Positions Regency as One of the Largest Independent Gas Gathering and Processing MLPs in the Country

EX-99.1 3 d698383dex991.htm EX-99.1 Exhibit 99.1 Regency Energy Partners Closes Merger With PVR Partners Substantially Expands Geographic Footprint in Marcellus, Utica and Granite Wash Supply Areas Positions Regency as One of the Largest Independent Gas Gathering and Processing MLPs in the Country DALLAS, March 21, 2014 – Regency Energy Partners LP (NYSE: RGP) and PVR Partners, L.P. (NYSE: PVR) to

FIFTH SUPPLEMENTAL INDENTURE

EX-4.6 Exhibit 4.6 FIFTH SUPPLEMENTAL INDENTURE This Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 21, 2014, is by and among Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Regency Energy Finance Corp., a Delaware corporation (“Regency Finance” and, together with Regency, the “Successor Entities”), the subsidiary guarantors party hereto (th

Regency Energy Partners LP

EX-99.2 5 exhibit992.htm SELECTED PRO FORMA FINANCIAL DATA Exhibit 99.2 Selected Historical and Pro Forma Financial Data The selected historical financial information presented below for Regency Energy Partners LP (the “Partnership”) was derived from the financial statements included in the Partnership’s Form 10-K filed on February 27, 2014. The selected pro forma financial information presented b

Independent Auditors’ Report

EX-99.4 6 exhibit994.htm AUDITED FINANCIAL STATEMENTS OF THE MIDSTREAM ASSETS OF EAGLE ROCK ENERGY PARTNERS, L.P. STATEMENTS AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012 AND FOR THE THREE YEARS ENDED DECEMBER 31, 2013 Exhibit 99.4 Independent Auditors’ Report The Board of Directors of Eagle Rock Energy G&P, LLC and Unitholders of Eagle Rock Energy Partners, L.P: We have audited the accompanying c

Regency Energy Partners Files 2013 Annual Report

Exhibit 99.1 Regency Energy Partners Files 2013 Annual Report DALLAS, March 12, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), filed its annual report on Form 10-K for the fiscal year ended December 31, 2013, with the Securities and Exchange Commission on February 27, 2014. The 2013 annual report on Form 10-K is available at www.regencyenergy.com within the Invest

Regency Energy Partners LP

Exhibit 99.1 Unaudited Pro Forma Combined Financial Information The unaudited pro forma combined financial information has been prepared to reflect the proposed merger of PVR Partners, L.P. (“PVR”) with Regency Energy Partners LP (the “Partnership”), the proposed contribution of the midstream business of Eagle Rock Energy Partners, L.P. (“Eagle Rock”) to the Partnership, and the proposed contribut

Regulation FD Disclosure, Financial Statements and Exhibits - REGENCY ENERGY PARNTERS LP FORM 8-K DATED MARCH 14, 2014.

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): March 14, 2014 (March 12, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorpo

Financial Statements and Exhibits, Other Events - REGENCY ENERGY PARTNERS LP FORM 8-K DATED MARCH 14, 2014.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - REGENCY ENERGY PARTNERS LP FORM 8-K FILED MARCH 3, 2014.

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): March 3, 2014 (March 1, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of incorpora

LIST OF SUBSIDIARIES OF REGENCY ENERGY PARTNERS LP

Exhibit 21.1 LIST OF SUBSIDIARIES OF REGENCY ENERGY PARTNERS LP All subsidiaries are wholly or partially owned, directly or indirectly by Regency Energy Partners LP as of February 27, 2014. Name of Subsidiary Jurisdiction of Organization Regency OLP GP LLC Delaware Regency Energy Finance Corp. Delaware Regency Gas Services LP Delaware Regency Field Services LLC Delaware Edwards Lime Gathering, LLC

Report of Independent Registered Public Accounting Firm

Exhibit 99.4 FINANCIAL STATEMENTS MIDCONTINENT EXPRESS PIPELINE LLC December 31, 2012 and 2011 Report of Independent Registered Public Accounting Firm To the Board of Directors and Members of Midcontinent Express Pipeline LLC: In our opinion, the accompanying balance sheets and the related statements of comprehensive income, of members' equity and of cash flows present fairly, in all material resp

Regency Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (in millions, except for ratio amounts) Successor Predecessor Year Ended December 31, 2013 Year Ended December 31, 2012 Year Ended December 31, 2011 Period from Acquisition

Exhibit 12.1 Regency Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (in millions, except for ratio amounts) (Unaudited) Successor Predecessor Year Ended December 31, 2013 Year Ended December 31, 2012 Year Ended December 31, 2011 Period from Acquisition (May 26, 2010) to December 31, 2010 Period from January 1, 2010 to May 25, 2010 Year Ended December 31, 2009 Fixed Charges: I

Page Report of Independent Certified Public Accountants 2 Consolidated Balance Sheets as of December 31, 2013 and 2012 3 Consolidated Income Statements for the three years ended December 31, 2013 4 Consolidated Cash Flow Statement for the three years

Exhibit 99.2 RIGS Haynesville Partnership Co. Consolidated Financial Statements December 31, 2013, 2012 and 2011 With Independent Auditors' Report Thereon 1 RIGS Haynesville Partnership Co. Table of Contents Page Report of Independent Certified Public Accountants 2 Consolidated Balance Sheets as of December 31, 2013 and 2012 3 Consolidated Income Statements for the three years ended December 31, 2

Report of Independent Registered Public Accounting Firm

Exhibit 99.3 FINANCIAL STATEMENTS MIDCONTINENT EXPRESS PIPELINE LLC December 31, 2013 and 2012 Report of Independent Registered Public Accounting Firm To the Board of Directors and Members of Midcontinent Express Pipeline LLC: In our opinion, the accompanying balance sheets and the related statements of income and comprehensive income, of members’ equity and of cash flows present fairly, in all ma

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Exhibit 99.5 Consolidated Financial Statements and Report of Independent Certified Public Accountants Lone Star NGL LLC Years Ended December 31, 2013 and 2012 and period from March 21, 2011 (Inception) to December 31, 2011 Contents Page Report of Independent Certified Public Accountants i Audited Financial Statements: Consolidated Balance Sheets - December 31, 2013 and 2012 1 Consolidated Statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35262 REGENCY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 21, 2014 (February 18, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdiction of i

FIRST AMENDMENT SIXTH AMENDED AND RESTATED CREDIT AGREEMENT REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP THE OTHER GUARANTORS PARTY HERETO, as Guarantors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collater

EX-10.2 Exhibit 10.2 Execution Version FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT among REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP and THE OTHER GUARANTORS PARTY HERETO, as Guarantors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and The Lenders Signatory Hereto Dated as of February 18, 2014 FIRST AMENDMENT TO SIXTH A

Regency Energy Partners Reports Increased Full-Year 2013 Adjusted EBITDA

Exhibit 99.1 Regency Energy Partners Reports Increased Full-Year 2013 Adjusted EBITDA DALLAS, February 19, 2014 – Regency Energy Partners LP (NYSE: RGP), (“Regency” or the “Partnership”), announced today its financial results for the fourth-quarter and full-year ended December 31, 2013. The results presented herein have been retrospectively adjusted to combine Regency’s results with the results of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d679325d8k.htm FORM 8-K 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): February 20, 2014 REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdi

Financial Statements and Exhibits, Results of Operations and Financial Condition - REGENCY ENERGY PARTNERS LP FORM 8-K DATED FEBRUARY 20, 2014.

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): February 20, 2014 (February 19, 2014) REGENCY ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) DELAWARE 001-35262 16-1731691 (State or other jurisdiction of i

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-192184 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT February 20, 2014 Dear Unitholder: On October 9, 2013, PVR Partners, L.P., which is referred to as PVR, and Regency Energy Partners LP, which is referred to as Regency, entered into a merger agreement, as amended, pursuant to which PVR will merge with and into Regency, w

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

EX-23.10 Exhibit 23.10 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated April 20, 2012, with respect to the financial statements of Chief Gathering LLC as of December 31, 2011, 2010, and 2009 and for the years then ended, included in the Current Report of PVR Partners, L.P. (formerly, Penn Virginia Resource Partners, L.P.) on Form 8-K/A dated July 26, 2012, which

Consent of Independent Auditors

EX-23.7 Exhibit 23.7 Consent of Independent Auditors We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 28, 2011, with respect to the consolidated financial statements of LDH Energy Asset Holdings LLC as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010, included in Exhibit 99.7 of Regenc

Consent of Independent Auditors

EX-23.11 Exhibit 23.11 Consent of Independent Auditors The Board of Directors of Eagle Rock Energy G&P, LLC and Unitholders of Eagle Rock Energy Partners, L.P.: We consent to the incorporation by reference in the registration statement on Form S-4 of Regency Energy Partners, L.P. of our report dated January 20, 2014, with respect to the combined balance sheets of the Midstream Assets of Eagle Rock

CONSENT OF EVERCORE GROUP, L.L.C.

EX-99.1 Exhibit 99.1 55 East 52nd Street 38th Floor New York, NY 10055 February 18, 2014 CONSENT OF EVERCORE GROUP, L.L.C. We hereby consent to (i) the inclusion of our opinion letter, dated October 9, 2013, to the Board of Directors of PVR GP, LLC (“PVR GP”), as an Annex to the prospectus/proxy statement that forms a part of Amendment No. 1 to the Registration Statement on Form S-4 of Regency Ene

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

EX-23.8 Exhibit 23.8 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 15, 2013, with respect to the consolidated financial statements of Southern Union Gathering Company, LLC as of December 31, 2012 and for the period from March 26, 2012 to December 31, 2012 and for the period from January 1, 2012 to March 25, 2012, included in the Current Report of Regency

- AMENDMENT NO. 3 TO FORM S-4

Amendment No. 3 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on February 18, 2014 Registration No. 333-192184 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REGENCY ENERGY PARTNERS LP (Exact Name of Registrant as Specified in its Charter) Delaware 1311

VOTE BY INTERNET - www.proxyvote.com

EX-99.2 17 d613615dex992.htm EX-99.2 Exhibit 99.2 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electron

Consent of Independent Registered Public Accounting Firm

EX-23.9 Exhibit 23.9 Consent of Independent Registered Public Accounting Firm The Board of Directors and Unitholders PVR Partners L.P.: We consent to the use of our reports dated February 27, 2013, with respect to the consolidated balance sheets of PVR Partners, L.P. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss

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CORRESP 1 filename1.htm Regency Energy Partners LP 2001 Bryan Street, Suite 3700 Dallas, Texas 75201 February 18, 2014 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Anne Nguyen Parker, Branch Chief Re: Regency Energy Partners LP Registration Statement on Form S-4 (File No. 333-192184) Ladies and Gentlemen

RGP / Regency Energy Partners Lp / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Regency Energy Partners LP (Name of Issuer) Common (Title of Class of Securities) 75885Y107 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

RGP / Regency Energy Partners Lp / TORTOISE CAPITAL ADVISORS, L.L.C. - REGENCY ENERGY PARTNERS 13G 12.31.13 Passive Investment

SC 13G 1 rgp13g.htm REGENCY ENERGY PARTNERS 13G 12.31.13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Three)* Regency Energy Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 75885Y107 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriat

REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP., as Issuers EACH OF THE GUARANTORS PARTY HERETO, as Guarantors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 10, 2014 to the Dated as of Se

EX-4.3 Exhibit 4.3 EXECUTION VERSION REGENCY ENERGY PARTNERS LP and REGENCY ENERGY FINANCE CORP., as Issuers EACH OF THE GUARANTORS PARTY HERETO, as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 10, 2014 to the INDENTURE Dated as of September 11, 2013 $900,000,000 5.875% SENIOR NOTES DUE 2022 TABLE OF CONTENTS Page ARTICLE I REL

Regency Energy Partners LP Announces Public Offering of $600 Million of Senior Notes

EX-99.1 Exhibit 99.1 News Release Regency Energy Partners LP Announces Public Offering of $600 Million of Senior Notes DALLAS—(BUSINESS WIRE)—Feb. 4, 2014—Regency Energy Partners LP (NYSE: RGP) (“Regency”) today announced a public offering of $600 million in aggregate principal amount of its senior notes due 2022 (the “notes”). Regency Energy Finance Corp., a wholly owned direct subsidiary of Rege

SEVENTH SUPPLEMENTAL INDENTURE

EX-4.5 Exhibit 4.5 SEVENTH SUPPLEMENTAL INDENTURE Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of February 10, 2014, among, Regal Midstream LLC, a Delaware limited liability company (“Regal Midstream”), and Regency HEP LLC, a Delaware limited liability company (“Regency HEP” and, together with Regal Midstream, each a “Guaranteeing Subsidiary”), Regency Energy Partners L

REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. UNDERWRITING AGREEMENT dated February 4, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriting Agreement

EX-1.1 Exhibit 1.1 EXECUTION VERSION REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. UNDERWRITING AGREEMENT dated February 4, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriting Agreement February 4, 2014 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 As Representative of the several Underwriters Ladies and Gentlemen: Introductory. Re

SECOND SUPPLEMENTAL INDENTURE

EX-4.4 Exhibit 4.4 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 10, 2014, among Regal Midstream LLC, a Delaware limited liability company (“Regal Midstream”), and Regency HEP LLC, a Delaware limited liability company (“Regency HEP” and, together with Regal Midstream, each a “Guaranteeing Subsidiary”), Regency Energy Partners LP,

Regency Energy Partners LP Announces Pricing of Upsized Public Offering of $900 Million of Senior Notes

EX-99.2 Exhibit 99.2 News Release Regency Energy Partners LP Announces Pricing of Upsized Public Offering of $900 Million of Senior Notes DALLAS—(BUSINESS WIRE) —Feb. 4, 2014— Regency Energy Partners LP (NYSE: RGP) (“Regency”) today announced the pricing of its upsized public offering of $900 million in aggregate principal amount of 5.875% senior notes due 2022 (the “notes”) at a price to the publ

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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): February 10, 2014 (February 4, 2014) REGENCY ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-35262 16-1731691 (State or other jurisdict

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 10, 2014, among Regal Midstream LLC, a Delaware limited liability company (“Regal Midstream”), and Regency HEP LLC, a Delaware limited liability company (“Regency HEP” and, together with Regal Midstream, each a “Guaranteeing Subsidiary”), Regency Energy Partners LP, a Delaw

RGP / Regency Energy Partners Lp / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* REGENCY ENERGY PARTNERS LP (Name of Issuer) Common Units (Title of Class of Securities) 75885Y107 (CUSIP Number) 12/31/2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.875% Senior Notes due 2022 $900,000,000 $115,920 Guarantees of Senior Notes (2) None Total $900,000,000 $

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-185179 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Offered Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.875% Senior Notes due 2022 $900,000,000 $115,920 Guarantees of Senior Notes (2) None Total $900,000,000 $115,920 (1) The filing fee, calculated in accordance with Rule 45

NON-COMPETITION AGREEMENT

EX-10.2 Exhibit 10.2 NON-COMPETITION AGREEMENT (HEP) This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2014, by and among Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Regency HEP LLC, a Delaware limited liability company (“Regency Sub”) and Hoover Energy Partners LP (“HEP”). RECITALS: A. Contemporaneously with the execution and

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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