Exhibit 99.2
Regency Energy Partners LP Acquisition of PVR Partners, L.P. October 10, 2013
Cautionary Statement Regarding Forward-Looking Statements This presentation includes “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,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking
statements. Regency Energy Partners LP (“Regency”) and PVR Partner, L.P. (“PVR”) cannot give any assurance that
expectations and projections about future events will prove to be correct. Forward-looking statements are subject to a
variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction
may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include: the ability
to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the consummation of
the proposed transaction, the ability of Regency to successfully integrate PVR’s operations and employees and realize
anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed
transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, the
ability to achieve revenue, DCF and EBITDA growth, volatility in the price of oil, natural gas, and natural gas liquids, declines in
the credit markets and the availability of credit for the combined company as well as for producers connected to the
combined company’s system and its customers, the level of creditworthiness of, and performance by counterparties and
customers, the ability to access capital to fund organic growth projects and acquisitions, including significant acquisitions, and
the ability to obtain debt and equity financing on satisfactory terms, the use of derivative financial instruments to hedge
commodity and interest rate risks, the amount of collateral required to be posted from time-to-time, changes in commodity
prices, interest rates, and demand for the combined company’s services, changes in laws and regulations impacting the
midstream sector of the natural gas industry, weather and other natural phenomena, acts of terrorism and war, industry
changes including the impact of consolidations and changes in competition, the ability to obtain required approvals for
construction or modernization of facilities and the timing of production from such facilities, and the effect of accounting
pronouncements issued periodically by accounting standard setting boards. Therefore, actual results and outcomes may differmaterially from those expressed in such forward-looking statements. These and other risks and uncertainties are discussed in more detail in filings made by Regency and PVR with the Securities
and Exchange Commission, which are available to the public. Regency and PVR undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Unit-for-unit transaction1
Transaction Overview
Purchase Price
Structure
1.020 Regency Common Units for each unit of PVR (includes Common Units, Class B
Units and Special Units)
Total consideration of $5.6 billion2 (including $1.8 billion of assumed net debt at
June 30, 2013)
One-Time
Cash Payment
One-time cash payment to PVR unitholders estimated at $40 million
Regency public unitholders will own 42%
Energy Transfer Equity and Energy Transfer Partners will own 20%
PVR unitholders will own 38%
Regency:3 4.2x
PVR:3 4.8x
Consolidated Regency: 4.5x
PVR unitholder vote
Regulatory and other customary conditions
1 Excludes one-time cash payment
2 Assumes market data as of October 9, 2013
3 Standalone leverage metrics assume respective companies’ adjustments for credit metric purposes
Closing
Conditions
Pro Forma
Leverage
Pro Forma
Ownership
Strategic Highlights
Combination of Regency and PVR creates the premiere, diversified gas gathering and processing MLP with scaled presence in the most economic, high-growth, unconventional oil and gas plays in North America
Combined company will be among the largest independent gas gathering and processing MLPs
Total equity market capitalization of $10.5 billion1
Total enterprise value of $15.5 billion1,2
Total LTM June 2013 EBITDA of $825 million
Scale increasingly necessary to profit from organic development and M&A opportunities in midstream
Strategic presence in two prolific areas: the Marcellus and Utica shales in the Appalachian Basin, and the Granite Wash in the Mid-
Combined company will have diversified, scaled positions in most of the key, high-growth unconventional plays in North America
Wolfcamp, Bone Spring, Avalon and Cline shale plays in the Permian Basin
Eagle Ford shale play in South Texas
Marcellus and Utica plays in Appalachia
Granite Wash play in Oklahoma and Texas
Haynesville and Cotton Valley plays in North Louisiana
Combined company’s midstream footprint is consistent with centers of North American gas production growth
Stable contracted, fee-based asset portfolio with a majority of PVR gross margin under fixed-fee contracts
Marcellus expected to comprise ~55% of PVR EBITDA in 2013E and is all fee-based; significant demand charges on trunklines Low-risk coal leasing operations generate steady free cash flow
Regency’s significant pipeline of high-return organic growth projects expected to provide fee-based earnings upon completion
$470 million of growth capital projects already under construction with estimated completion dates in 2013, 2014 and 2015 PVR continues meaningful organic growth projects expanding its strategic position in the Appalachian Basin
~$1 billion of projects supported by long-term agreements have been announced with completion dates from 2014 to 2019
Significant increase in EBITDA and DCF expected over time as the combined company benefits from project cash flows Estimate achieving synergies of approximately $30 million per year (beginning in year 1) Transaction and pro forma credit profile is in keeping with Regency long-term investment grade rating objective
1 Assumes market data as of October 9, 2013. Includes GP value capitalized at 3% of GP distributions
2 Represents Regency enterprise value (including GP value capitalized at 3% of GP distributions) plus PVR enterprise valued at 1.020x exchange ratio
Increased Scale and Basin Diversification
Diversified, Well-Positioned Asset Base
Acquisition of Largely Fee-Based EBITDA
Meaningful Growth Projects
Enhanced Long-Term Value Creation
Increased Scale and Basin Diversification
Pro forma for the transaction, Regency will be one of the largest independent gas gathering MLPs, positioning the Company to service the largest producers in its various operating areas
Regency PVR Pro Forma
Equity Market Cap1 $6.6 bn $3.9 bn $10.5 bn Enterprise Value2 $9.9 bn $5.6 bn $15.5 bn LTM Adj. EBITDA3 ~$550 mm ~$275 mm ~$825 mm
Processing Plants 19 6 25
Gathering Capacity 3,217 1,0174 4,234 (MMcf/d)
Transportation Capacity 3,900 1,600 5,500 (MMcf/d)
Processing Capacity 1,530 460 1,990 (MMcf/d)
Pro Forma RGP will be One of the Top 15 Largest MLPs by Enterprise Value
1 Assumes market data as of October 9, 2013. Includes GP value capitalized at 3% of GP distributions
2 Represents Regency enterprise value (including GP value capitalized at 3% of GP distributions) plus consolidated PVR enterprise valued at 1.020x exchange ratio
3 As of June 30, 2013
4 Actual Q2 2013 throughput used as an approximation for gathering capacity
Significant Improvements to Regency & PVR Business Profile
2013E Gross Margin
Regency1 PVR Pro Forma NGL Services NGL Services 12% Coal 8%
2 7% Coal 24% Nat. Gas Trans.
Nat. Gas G&P 14%
2,3
Trans. 48%
20% 3,4 G&P
Mid- 57% Continent3 Contract Services 30% 14% Contract Services 20%
2013E Growth Capital Expenditures ($ in millions)
Regency PVR Pro Forma
Mid-Continent3 Coal Contract Services Contract Services 18% 1% 13% 20%
NGL Services 14% NGL
Services G&P
3,4
58% Eastern3 G&P 22% 81% 73%
Total: $8001 Total: $425 Total: $1,2251
1 Excludes corporate, eliminations and Gulf State contributions
2 Represents revenue from segment
3 Includes both gathering and processing and transportation
4 Includes Eastern and Mid-Continent PVR segments
Diversified, Well-Positioned Asset Base
Key Highlights Pro Forma Asset Base
Scaled midstream presence in most of key, high-growth unconventional gas plays in the lower 48
Wet-gas drilling continues to be supported by liquids prices
Dry-gas basin activity increasing with stabilized gas prices
Remaining portfolio of fee-based cash flow generating businesses
Contract Services
NGL Services
Coal and Natural Resource Management
Diversified, Well-Positioned Asset Base
Key Highlights Pro Forma Asset Base
Scaled midstream presence in most of key, high-growth unconventional gas plays in the lower 48
Wet-gas drilling continues to be supported by liquids prices
Dry-gas basin activity increasing with stabilized gas prices
Remaining portfolio of fee-based cash flow generating businesses
Contract Services
NGL Services
Coal and Natural Resource Management
Marcellus Utica
Granite Wash Mississippi Lime
San Juan Basin Northern & Central Appalachia
Illinois Basin
Permian/Wolfcamp/ Bone Spring/ Cline/Avalon
Haynesville Cotton Valley
Eagle Ford Woodbine
Mid-Continent
North American Production Growth Focused in Northeast & Texas
North American gas production growth is expected to be centered in the Northeast and Texas, consistent with the footprint of the combined Regency / PVR
Source: Bentek Energy
PVR Acquisition of Largely Fee-Based EBITDA
Growing level of fee-based cash flows helps mitigate overall midstream commodity exposure
Contract arrangements provide further cash flow stability and reduce risk profile
Majority of PVR gross margin under fixed-fee contracts
Eastern Midstream Segment derives 100% of its margins from fee-based contracts
Marcellus expected to comprise ~55% of PVR EBITDA in 2013E and is all fee-based; significant demand charges on trunklines
PVR Midstream Fee-Based Volumes
2011 2013E
PVR Midstream Throughput Volumes
Major Expansions Under Construction
Regency Estimated Completion Date
Dubberly Expansion December 2013 Lone Star Fractionator 2 Q4 2013 WTX Expansion 2 Q1 2015 Mariner South Pipeline Q1 2015
Regency Total Growth Capital $470 mm 1
PVR Description
Wellsboro Lateral 24 miles of 16-inch pipeline, expected completion in 2014 Phase III Gathering Gathering lines & compression, expected completion in 2019 Extension of Wyoming County Gathering System 12-inch gathering system Clinton / Centre County System Acreage dedication by Range Resources Greene County Gathering System Delivers into a tap on the Columbia Gas system Preston County (WV) Gathering System Delivers into a tap on the Dominion pipeline Utica Gathering & Trunkline System Will share early stage development costs with major producer
PVR Total Growth Capital $300 mm
Total Pro Forma Growth Capital $770 mm
1 Represents Regency’s 30% share of expected capital expenditures for the Lone Star Fractionator 2 project and 100% of expected capital expenditures for the WTX Expansion 2 project
Pro Forma Credit Metrics
Ø Transaction consideration is in keeping with Regency’s long-term investment grade rating objective
Ø Equity consideration best preserves Regency balance sheet for future growth and acquisition opportunities
Ø Strong pro forma balance sheet
Ø Significant contracted cash flows and visible growth
Ø Larger scale and enhanced credit profile allows for more effective capital allocation, increased financial flexibility and greater capital markets access and operating resources
Enhanced Long-Term Value Creation
Compelling value creation opportunity for Regency and PVR unitholders
Increase in fee-based Midstream margins increases the stability of cash flows
Transaction and pro forma credit profile is in keeping with Regency long-term investment grade rating
objective
Depending on the timing of closing and the full realization of synergies, the transaction is expected to be
slightly dilutive to 2014 DCF but Regency expects the transaction will not impact its anticipated cash
distribution growth in 2014
Over the long term, the uplift in cash flows will be used to invest in unitholder-value creating
opportunities, including further investment in meaningful high-growth platforms and increasing
distributions to unitholders
Q&A
Overview of PVR
Eastern (Marcellus)
Gathering Pipeline / Trunkline Miles: 252
Well Connects: 261 (through July 31, 2013)
2013 Q2 Volume (MMcfd): 1,310
Mid-Continent
Gathering Pipeline Miles: 4,541
Plants and Processing Capacity: 6 plants (460 MMcfd)
2013 Q2 Volume (MMcfd): 382
Coal Reserves (mm tons)
Central Appalachia: 650.7
Northern Appalachia: 21.6
Illinois Basin: 188.2
San Juan Basin: 10.5
Eastern Midstream Mid-Continent Midstream Coal / Natural Resource Manangement
Two large-capacity trunklines anchor Traditional midstream gathering and Coal royalty business - not coal mining (no gathering business in Marcellus Shale processing business operating cost risks) Utica gathering and trunkline system Assets are located in attractive natural gas Managed coal properties since 1882 basins with long-lived reserves Operations focused on strategically located Control approximately 871 MM tons of high supply with prolific wells & best dry-gas 460 MMcfd processing capacity quality coal reserves economics in US
Hamlin and Crescent systems positioned for 30.2 million tons of production by lessees 377,000+ dedicated acres with substantial growth in Cline Shale and Mississippi Lime, (2012) producers committed to development respectively
Long-term leases with experienced Fresh water pipeline JV supplies producers operators
Region offers significant long-term organic Cash flows naturally hedged with multi-year growth opportunities contracts between producers and end users
PVR Eastern Midstream Overview
Marcellus Systems Overview Asset Map
In the Marcellus, PVR provides gathering, compression & related NY services
100% fee-based:
PA
– Firm reservation charges provide a floor on returns
– Additional volumetric fees based upon actual volumes
2012 capital expenditures: $1.5 billion 1
In May 2012, PVR acquired a membership interests of Chief Gathering LLC resulting in a major expansion of its pipeline systems in the Eastern Midstream segment
Lycoming System Wyoming System
First large-diameter gathering system in north-central PA Marcellus Trunkline nature of the system provides bi-directional flows to fairway Transco and Tennessee Gas; adds optionality for producers and effectively doubles capacity on the line
80 miles of 30-inch pipeline
Running through Wyoming Co., PA enables access to 4 market
850 MMcf/d capacity outlets via 2 major pipelines
Phase I began service 2/16/2011
Began service June 2010
Phase II began service Q4 2011
89 miles of 24-inch pipeline in service since Q4 2012
Phase III began service Q4 2012
750 MMcf/d capacity
Total well connects of 125 through July 31, 2013
Currently constructing system extension to service additional local producers
PVR Mid-Continent Midstream Overview
Key Highlights Midcontinent Assets
Traditional midstream gathering and processing business
Assets are located in attractive natural gas basins with long-lived reserves
460 MMcfd processing capacity
Hamlin and Crescent systems positioned for growth in Cline Shale and Mississippi Lime, respectively
Central Appalachia (75% of Reserves) Illinois Basin (22% of Reserves)
PVR Coal and Natural Resource Management Overview
_ Coal royalty business - not coal
mining (no operating cost or capex
risks); no environmental /
reclamation exposure
_ Managed coal properties since 1882
_ Control approximately 871MM tons
of high quality coal reserves
_ 30.2 million tons of production by
lessees (2012)
Key Highlights Coal Assets
Northern Appalachia (2% of Reserves) San Juan Basin (1% of Reserves)
_ Long-term leases with experienced
operators
_ Cash flows naturally hedged with
multi-year contracts between
producers and end users