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UNDER
THE SECURITIES ACT OF 1933
Regency Energy Finance Corp.
Delaware | 16-1731691 | |
Delaware | 38-3747282 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
Dallas, Texas 75201
(214) 750-1771
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Regency GP LLC
1700 Pacific, Suite 2900
Dallas, Texas 75201
(214) 750-1771
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Dan A. Fleckman
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2500
Houston, Texas 77002-6760
(713) 758-2222
Proposed maximum | Proposed maximum | |||||||||||||
Title of each class of | Amount to be | offering price | aggregate offering | Amount of | ||||||||||
securities to be registered | registered | per unit (1) | price (2) | registration fee | ||||||||||
Primary Offering | $710,849,459(1)(2) | $21,823 | ||||||||||||
Common units | ||||||||||||||
Debt securities | ||||||||||||||
Guarantees(3) | ||||||||||||||
Secondary Offering of Common Units | 11,129,736 | 25.98(4)(5) | $289,150,541(5)(6) | $8,877 | ||||||||||
Total | $1,000,000,000 | $30,700 | ||||||||||||
(1) | We have estimated the proposed maximum aggregate offering price solely to calculate the registration fee under 457(o). In no event will the aggregate initial offering price of all securities offered from time to time pursuant to the primary offering prospectus included as part of this Registration Statement exceed $[•]. | |
(2) | The proposed maximum offering price per common unit will be determined from time to time by the registrant in connection with, and at the time of, the issuance by the registrant of the common units. | |
(3) | If a series of debt securities is guaranteed, such series will be guaranteed by all subsidiaries other than “minor” subsidiaries as such term is interpreted in securities regulations governing financial reporting for guarantors. Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered. |
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(4) | The proposed maximum offering price per common unit will be determined from time to time by the selling unitholders in connection with, and at the time of, the issuance by the selling unitholders of the securities registered hereunder. | |
(5) | Pursuant to Rule 457(c) of the Securities Act, the registration fee is calculated on the basis of the average of the high and low sale prices for our common units on March 29, 2007, as reported on the Nasdaq Stock Market LLC. | |
(6) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act. | |
* | The following are co-registrants that may guarantee the debt securities: |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 03-0516215 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-4188520 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 32-0077616 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 86-1061643 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 32-0077619 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 32-0077618 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 38-3697585 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-0941731 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-1005445 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-0749513 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-0941662 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-1005447 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 20-0750124 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
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(Exact Name of Registrant As Specified In Its Charter)
Delaware | 37-1540711 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 74-3138090 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 74-3138092 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057138 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057140 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057145 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 74-3138095 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Texas | 20-0330629 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057145 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 75-3216838 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 75-3216839 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 35-2270502 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 26-0103023 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 26-0103022 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057138 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057141 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
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(Exact Name of Registrant As Specified In Its Charter)
Delaware | 75-3216837 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 75-3165677 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Louisiana | 72-1146059 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Texas | 75-3016693 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Texas | 74-3016692 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 74-3017118 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
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• | common units and debt securities of Regency Energy Partners LP (and, in the case of debt securities, Regency Energy Finance Corp.) and guarantees of certain subsidiaries identified in footnote (*) above; and | ||
• | common units of Regency Energy Partners LP that may be sold in one or more secondary offerings by the selling unitholders listed in the form of prospectus. |
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The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
Regency Energy Finance Corp.
Debt Securities
• | common units representing limited partnership interests in Regency Energy Partners LP; and | ||
• | debt securities, which may be secured or unsecured senior debt securities or secured or unsecured subordinated debt securities. |
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Form of Senior Indenture | ||||||||
Form of Subordinated Indenture | ||||||||
Registration Rights Agreement | ||||||||
Opinion of Vinson & Elkins L.L.P. | ||||||||
Opinion of Vinson & Elkins L.L.P. | ||||||||
Consent of Deloitte & Touche LLP |
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• | Gathering and Processing:in which we provide “wellhead-to-market” services to producers of natural gas, which include transporting raw natural gas from the wellhead through gathering systems, processing raw natural gas to separate natural gas liquids, or NGLs, from the raw natural gas and selling or delivering the pipeline-quality natural gas and NGLs to various markets and pipeline systems; and | ||
• | Transportation:in which we deliver natural gas from northwest Louisiana to more favorable markets in northeast Louisiana through our 320-mile Regency Intrastate Pipeline system, which has been significantly expanded and extended over the last 18 months. |
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• | changes in laws and regulations impacting the gathering and processing industry; | ||
• | the level of creditworthiness of our counterparties; | ||
• | our ability to access the debt and equity markets; | ||
• | our use of derivative financial instruments to hedge commodity and interest rate risks; | ||
• | the amount of collateral required to be posted from time to time in our transactions; | ||
• | changes in commodity prices, interest rates, demand for our services; | ||
• | weather and other natural phenomena; | ||
• | industry changes including the impact of consolidations and changes in competition; | ||
• | our ability to obtain required approvals for construction or modernization of our facilities and the timing of production from such facilities; and | ||
• | the effect of accounting pronouncements issued periodically by accounting standard setting boards. |
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• | operating a significantly larger combined organization and adding operations; | ||
• | difficulties in the assimilation of the assets and operations of the acquired businesses, especially if the assets acquired are in a new business segment or geographic area; | ||
• | the risk that natural gas reserves expected to support the acquired assets may not be of the anticipated magnitude or may not be developed as anticipated; | ||
• | the loss of significant producers or markets or key employees from the acquired businesses; | ||
• | the diversion of management’s attention from other business concerns; | ||
• | the failure to realize expected profitability or growth; | ||
• | the failure to realize expected synergies and cost savings; | ||
• | coordinating geographically disparate organizations, systems and facilities; and | ||
• | coordinating or consolidating corporate and administrative functions. |
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• | the impact of weather on the demand for oil and natural gas; | ||
• | the level of domestic oil and natural gas production; | ||
• | the availability of imported oil and natural gas; | ||
• | actions taken by foreign oil and gas producing nations; | ||
• | the availability of local, intrastate and interstate transportation systems; | ||
• | the availability and marketing of competitive fuels; | ||
• | the impact of energy conservation efforts; and | ||
• | the extent of governmental regulation and taxation. |
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• | damage to our gathering and processing facilities, pipelines, related equipment and surrounding properties caused by tornadoes, floods, fires and other natural disasters and acts of terrorism; | ||
• | inadvertent damage from construction and farm equipment; | ||
• | leaks of natural gas, NGLs and other hydrocarbons or losses of natural gas or NGLs as a result of the malfunction of pipelines, measurement equipment or facilities at receipt or delivery points; | ||
• | fires and explosions; | ||
• | weather related hazards, such as hurricanes; and |
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• | other hazards, including those associated with high-sulfur content, or sour gas, such as an accidental discharge of hydrogen sulfide gas, that could also result in personal injury and loss of life, pollution and suspension of operations. |
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• | neither our partnership agreement nor any other agreement requires the HM Capital Investors or their affiliates to pursue a business strategy that favors us; | ||
• | our General Partner is allowed to take into account the interests of parties other than us, such as the HM Capital Investors, in resolving conflicts of interest; | ||
• | HM Capital Investors and their affiliates may engage in competition with us; | ||
• | our General Partner has limited its liability and reduced its fiduciary duties, and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty; | ||
• | our General Partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash available to pay interest on, and principal of, the notes; |
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• | our General Partner determines which costs incurred by it and its affiliates are reimbursable by us; | ||
• | our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf; | ||
• | our General Partner intends to limit its liability regarding our contractual and other obligations; and | ||
• | our General Partner controls the enforcement of obligations owed to us by our General Partner and its affiliates. |
• | permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of the partnership; | ||
• | provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership; | ||
• | provides that our general partner is entitled to make other decisions in “good faith” if it believes that the decision is in our best interests; | ||
• | provides generally that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us, as determined by our general partner in good faith, and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and | ||
• | provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non- |
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appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct. |
• | our unitholders’ proportionate ownership interest in us will decrease; |
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• | the amount of cash available for distribution on each unit may decrease; | ||
• | because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase; | ||
• | the relative voting strength of each previously outstanding unit may be diminished; and | ||
• | the market price of the common units may decline. |
• | a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or | ||
• | your right to act with other unitholders to take other actions under our partnership agreement is found to constitute “control” of our business. |
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• | to provide for the proper conduct of our business and our subsidiaries (including reserves for future capital expenditures and for our anticipated future credit needs), | ||
• | to comply with applicable law or any of our debt instruments or other agreements, or | ||
• | to provide funds for distributions to our unitholders and the general partner for any one or more of the next four calendar quarters. |
• | intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; | ||
• | was insolvent or rendered insolvent by reason of such incurrence; |
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• | was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or | ||
• | intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature. |
• | the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; | ||
• | the present saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent liabilities, on its existing debts as they become absolute and mature; or | ||
• | it could not pay its debts as they became due. |
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Regency Predecessor LLC | Regency Energy Partners LP | ||||||||||||||||||||
Period from | |||||||||||||||||||||
Period from | Period from | Acquisition Date | |||||||||||||||||||
Inception | January 1, | (December 1, | |||||||||||||||||||
(April 2, 2003) to | 2004 to | 2004) to | Year Ended | Year Ended | |||||||||||||||||
December 31, 2003(1) | November 30, 2004 | December 31, 2004 | December 31, 2005(2) | December 31, 2006(2) | |||||||||||||||||
Ratio of earnings to fixed charges | 3.39 | 4.67 | 2.03 | — | — |
(1) | The predecessor of the Partnership was organized on April 2, 2003 and commenced active operations in June 2003. | |
(2) | Earnings were inadequate to cover fixed charges for the years ended December 31, 2006 and 2005 by $8.2 and $14.5 million, respectively. |
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• | represents that the transferee has the capacity, power and authority to become bound by our partnership agreement; | ||
• | automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and | ||
• | gives the consents and approvals contained in our partnership agreement. |
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• | will be our general obligations; | ||
• | will be general obligations of any Subsidiary Guarantors that guarantee that series; and | ||
• | may be subordinated to our senior indebtedness, with any guarantees also being subordinated to any senior indebtedness. |
• | whether Regency Finance Corp. will be a co-issuer of the debt securities; | ||
• | whether the debt securities are entitled to the benefits of any guarantees by the Subsidiary Guarantors; | ||
• | the form and title of the debt securities; | ||
• | the total principal amount of the debt securities; | ||
• | the date or dates on which the debt securities may be issued; | ||
• | the portion of the principal amount that will be payable if the maturity of the debt securities is accelerated; | ||
• | any right we may have to defer payments of interest by extending the dates payments are due and whether interest on those deferred amounts will be payable; | ||
• | the dates on which the principal and premium, if any, of the debt securities will be payable; |
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• | the interest rate that the debt securities will bear and the interest payment dates for the debt securities; | ||
• | any optional redemption provisions; | ||
• | any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities; | ||
• | whether the debt securities may be issued in amounts other than $1,000 each or multiples thereof; | ||
• | any changes to or additional Events of Default or covenants; | ||
• | the subordination, if any, of the debt securities and any changes to the subordination provisions of the Indenture; and | ||
• | any other terms of the debt securities. |
• | debt securities with respect to which payments of principal, premium or interest are determined with reference to an index or formula, including changes in prices of particular securities, currencies or commodities; | ||
• | debt securities with respect to which principal, premium or interest is payable in a foreign or composite currency; | ||
• | debt securities that are issued at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates; and | ||
• | variable rate debt securities that are exchangeable for fixed rate debt securities. |
• | all other contingent and fixed liabilities of the Subsidiary Guarantor; and |
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• | any collections from or payments made by or on behalf of any other Subsidiary Guarantors in respect of the obligations of the Subsidiary Guarantor under its guarantee. |
• | automatically upon any sale, exchange or transfer, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor; | ||
• | automatically upon the merger of the Subsidiary Guarantor into us or any other Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or | ||
• | upon our delivery of a written notice to the Trustee of the release of all guarantees by the Subsidiary Guarantor of any debt of ours for borrowed money (or a guarantee of such debt), except for any series of debt securities, other than a release resulting from a payment of such guarantees. |
• | for as long as we are required to file information with the SEC pursuant to the Exchange Act, file with the Trustee, within 30 days after we file with the SEC, copies of the annual reports and of the information, documents and other reports that we are required to file with the SEC pursuant to the Exchange Act; and | ||
• | if we are not required to file information with the SEC pursuant to the Exchange Act, file with the Trustee, within 30 days after we would have been required to file with the SEC, financial statements and a Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what we would have been required to file with the SEC had we been subject to the reporting requirements of the Exchange Act. |
• | default in any payment of interest on any debt securities of that series when due that continues for 30 days; | ||
• | default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon redemption, upon required repurchase or otherwise; | ||
• | default in the payment of any sinking fund payment on any debt securities of that series when due; |
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• | failure by us or, if the series of debt securities is guaranteed by the Subsidiary Guarantors, by a Subsidiary Guarantor, to comply for 60 days after notice with the other agreements contained in the Indenture, any supplement to the Indenture or any board resolution authorizing the issuance of that series; | ||
• | certain events of bankruptcy, insolvency or reorganization of us or, if the series of debt securities is guaranteed by the Subsidiary Guarantors, of the Subsidiary Guarantors; or | ||
• | if the series of debt securities is guaranteed by the Subsidiary Guarantors: |
• | any of the guarantees by the Subsidiary Guarantors ceases to be in full force and effect, except as otherwise provided in the Indenture; | ||
• | any of the guarantees by the Subsidiary Guarantors is declared null and void in a judicial proceeding; or | ||
• | any Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its guarantee. |
• | rescinding the declaration of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and | ||
• | all existing Events of Default with respect to that series have been cured or waived, other than the nonpayment of principal, premium, if any, or interest on the debt securities of that series that have become due solely by the declaration of acceleration. |
• | such holder has previously given the Trustee notice that an Event of Default with respect to that series is continuing; | ||
• | holders of at least 25% in principal amount of the outstanding debt securities of that series have requested that the Trustee pursue the remedy; | ||
• | such holders have offered the Trustee reasonable indemnity or security against any cost, liability or expense; |
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• | the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of indemnity or security; and | ||
• | the holders of a majority in principal amount of the outstanding debt securities of that series have not given the Trustee a direction that is inconsistent with such request within such 60-day period. |
• | conflicts with law; | ||
• | is inconsistent with any provision of the Indenture; | ||
• | the Trustee determines is unduly prejudicial to the rights of any other holder; or | ||
• | would involve the Trustee in personal liability. |
• | provide for the assumption by a successor of our obligations under the Indenture; | ||
• | add covenants for the benefit of the holders or surrender any right or power conferred upon us or any Subsidiary Guarantor; | ||
• | cure any ambiguity, omission, defect or inconsistency; | ||
• | convey, transfer, assign, mortgage or pledge any property to or with the Trustee; | ||
• | comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; | ||
• | add Subsidiary Guarantors with respect to the debt securities; | ||
• | secure the debt securities or any guarantee; | ||
• | make any change that does not adversely affect the rights under the Indenture of any holder; | ||
• | add or appoint a successor or separate Trustee; | ||
• | change or eliminate any restriction on the payment of principal of, or premium, if any, on any subordinated debt securities; or |
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• | establish the form or terms of any new series of debt securities. |
• | reduce the percentage in principal amount of debt securities of any series whose holders must consent to an amendment; | ||
• | reduce the rate of or extend the time for payment of interest on any debt securities; | ||
• | reduce the principal of or extend the stated maturity of any debt securities; | ||
• | reduce any premium payable upon the redemption of any debt securities or change the time at which any debt securities may or shall be redeemed; | ||
• | make any debt securities payable in other than U.S. dollars; | ||
• | impair the right of any holder to receive payment of premium, if any, principal or interest with respect to such holder’s debt securities on or after the applicable due date; | ||
• | impair the right of any holder to institute suit for the enforcement of any payment with respect to such holder’s debt securities; | ||
• | release any security that has been granted in respect of the debt securities, other than in accordance with the Indenture; | ||
• | make any change in the amendment provisions that require each holder’s consent; | ||
• | make any change in the waiver provisions; or | ||
• | release a Subsidiary Guarantor other than as provided in the Indenture or modify such Subsidiary Guarantor’s guarantee in any manner adverse to the holders. |
• | compliance by us or a Subsidiary Guarantor with certain restrictive provisions of the Indenture; and | ||
• | any past default under the Indenture; except that such majority of holders may not waive a default: | ||
• | in the payment of principal, premium, if any, or interest; or | ||
• | in respect of a provision that under the Indenture cannot be amended without the consent of all holders of the series of debt securities that is affected. |
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• | relating to the defeasance trust; | ||
• | to register the transfer or exchange of the debt securities of that series; | ||
• | to replace mutilated, destroyed, lost or stolen debt securities of that series; or | ||
• | to maintain a registrar and paying agent in respect of the debt securities of that series. |
• | covenants applicable to a series of debt securities and described in the prospectus supplement applicable to such series, other than as described in such prospectus supplement; | ||
• | the bankruptcy provisions with respect to the Subsidiary Guarantors, if any; and | ||
• | the guarantee provision described under “— Events of Default, Remedies and Notice — Events of Default” above with respect to that series of debt securities. |
• | irrevocably deposit in trust with the Trustee money or certain U.S. government obligations for the payment of principal, premium, if any, and interest on the series of debt securities to redemption or final maturity, as the case may be; | ||
• | comply with certain other conditions, including that no default has occurred and is continuing after the deposit in trust; and | ||
• | deliver to the Trustee an opinion of counsel to the effect that holders of the series of debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law. |
• | any of our obligations or the obligations of any Subsidiary Guarantors under the debt securities, the Indenture or the guarantees; or | ||
• | any claim based on, in respect of, or by reason of, such obligations or their creation. |
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• | upon a liquidation or dissolution of us or, if applicable to any series of outstanding debt securities, the Subsidiary Guarantors; or | ||
• | in a bankruptcy, receivership or similar proceeding relating to us or, if applicable to any series of outstanding debt securities, to the Subsidiary Guarantors. |
• | make any payments of principal, premium, if any, or interest with respect to subordinated debt securities; | ||
• | make any deposit for the purpose of defeasance of the subordinated debt securities; or | ||
• | repurchase, redeem or otherwise retire any subordinated debt securities, except that in the case of subordinated debt securities that provide for a mandatory sinking fund, we may deliver subordinated debt securities to the Trustee in satisfaction of our sinking fund obligation, |
• | the default has been cured or waived and any declaration of acceleration has been rescinded; | ||
• | the Senior Indebtedness has been paid in full in cash; or | ||
• | we and the Trustee receive written notice approving the payment from the representatives of each issue of “Designated Senior Indebtedness.” |
• | any specified issue of Senior Indebtedness of at least $100 million; and | ||
• | any other Senior Indebtedness that we may designate in respect of any series of subordinated debt securities. |
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• | by written notice from the person or persons who gave the Blockage Notice; | ||
• | by repayment in full in cash of the Designated Senior Indebtedness with respect to which the Blockage Notice was given; or | ||
• | if the default giving rise to the Payment Blockage Period is no longer continuing. |
• | a limited-purpose trust company organized under the New York Banking Law; | ||
• | a “banking organization” within the meaning of the New York Banking Law; | ||
• | a member of the United States Federal Reserve System; | ||
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and | ||
• | a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act of 1934. |
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• | DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and, in either event, a successor depositary is not appointed by us within 90 days; or | ||
• | an Event of Default occurs and DTC notifies the Trustee of its decision to require that all of the debt securities of a series be represented by certificated securities. |
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• | less the amount of cash reserves established by our general partner: |
• | to provide for the proper conduct of our business (including reserves for future capital expenditures and for our anticipated credit needs); | ||
• | to comply with applicable law, any of our debt instruments or other agreements; and | ||
• | to provide funds for distribution to our unitholders and to our general partner for any one or more of the next four quarters; |
• | plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made. Working capital borrowings are generally borrowings that will be made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. |
• | our cash balance on the closing date of our initial public offering in February 2006 offering; plus | ||
• | $20.0 million (as described below); plus | ||
• | all of our cash receipts after the closing of our initial public offering, excluding cash from (1) borrowings that are not working capital borrowings, (2) sales of equity and debt securities and (3) sales or other dispositions of assets outside the ordinary course of business; plus | ||
• | working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less | ||
• | operating expenses; less | ||
• | the amount of cash reserves established by our general partner for future operating expenditures. |
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• | borrowings other than working capital borrowings; | ||
• | sales of debt and equity securities; and | ||
• | sales or other disposition of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or non-current assets sold as part of normal retirements or replacements of assets. |
• | distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; | ||
• | the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and | ||
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
• | distributions of available cash from operating surplus on each outstanding common unit and subordinated unit equaled or exceeded $2.10 (150% of the annualized minimum quarterly distribution) for any four-quarter period ending on or after December 31, 2006; |
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• | the “adjusted operating surplus” (as defined below) generated during any four-quarter period immediately preceding that date equaled or exceeded the sum of a distribution of $2.10 (150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units on a fully diluted basis; and | ||
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
• | operating surplus generated with respect to that period; less | ||
• | any net increase in working capital borrowings with respect to that period; less | ||
• | any net reduction in cash reserves for operating expenditures made with respect to that period not relating to an operating expenditure made with respect to that period; plus | ||
• | any net decrease in working capital borrowings with respect to that period; plus | ||
• | any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium. |
• | The subordination period will end and each subordinated unit will immediately convert into one common unit; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and | ||
• | our general partner will have the right to convert its general partner interest and, if any, its incentive distribution rights into common units or to receive cash in exchange for those interests. |
• | First, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; | ||
• | second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period; | ||
• | third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and | ||
• | thereafter, in the manner described in “— Incentive Distribution Rights” below. |
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• | First, 98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and | ||
• | thereafter, in the manner described in “— Incentive Distribution Rights” below. |
• | we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and | ||
• | we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; |
• | first, 98% to all unitholders, pro rata, and 2% to our general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the “first target distribution”); | ||
• | second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the “second target distribution”); | ||
• | third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the “third target distribution”); and | ||
• | thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. |
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Marginal Percentage | ||||||||||||
Interest in Distributions | ||||||||||||
Total Quarterly | General | |||||||||||
Distribution Target Amount | Unitholders | Partner | ||||||||||
Minimum Quarterly Distribution | $0.3500 | 98 | % | 2 | % | |||||||
First Target Distribution | up to $0.4025 | 98 | % | 2 | % | |||||||
Second Target Distribution | above $0.4025 up to $0.4375 | 85 | % | 15 | % | |||||||
Third Target Distribution | above $0.4375 up to $0.5250 | 75 | % | 25 | % | |||||||
Thereafter | above $0.5250 | 50 | % | 50 | % |
• | first, 98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit an amount of available cash from capital surplus equal to the initial public offering price; | ||
• | second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and | ||
• | thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus. |
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• | the minimum quarterly distribution; | ||
• | the target distribution levels; | ||
• | the unrecovered initial unit price; and | ||
• | the number of common units into which a subordinated unit is convertible. |
• | First, to our general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances; | ||
• | second, 98% to the common unitholders, pro rata, and 2% to our general partner, until the capital account for each common unit is equal to the sum of: |
(1) | the unrecovered initial unit price for that common unit; | ||
(2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and | ||
(3) | any unpaid arrearages in payment of the minimum quarterly distribution; |
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• | third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner until the capital account for each subordinated unit is equal to the sum of: |
(1) | the unrecovered initial unit price for that subordinated unit; and | ||
(2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; |
• | fourth, 98% to all unitholders, pro rata, and 2% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98% to the unitholders, pro rata, and 2% to our general partner, for each quarter of our existence; |
• | fifth, 85% to all unitholders, pro rata, and 15% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85% to the unitholders, pro rata, and 15% to our general partner for each quarter of our existence; |
• | sixth, 75% to all unitholders, pro rata, and 25% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75% to the unitholders, pro rata, and 25% to our general partner for each quarter of our existence; and |
• | thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. |
• | first, 98% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2% to our general partner, until the capital accounts of the subordinated unitholders have been reduced to zero; | ||
• | second, 98% to the holders of common units in proportion to the positive balances in their capital accounts and 2% to our general partner, until the capital accounts of the common unitholders have been reduced to zero; and |
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• | thereafter, 100% to our general partner. |
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THE PARTNERSHIP AGREEMENT OF REGENCY ENERGY PARTNERS, L.P.
• | with regard to distributions of available cash, please read “How We Make Cash Distributions”; | ||
• | with regard to the transfer of common units, please read “Description of the Common Units — Transfer of Common Units”; and | ||
• | with regard to allocations of taxable income and taxable loss, please read “Material Tax Consequences.” |
• | during the subordination period, the approval of a majority of the common units, excluding those common units held by our general partner and its affiliates, and a majority of the subordinated units, voting as separate classes; and | ||
• | after the subordination period, the approval of a majority of the common units. |
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Issuance of additional units | No approval right. | |
Amendment of the partnership agreement | Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “— Amendment of the Partnership Agreement.” | |
Merger of our partnership or the sale of all or substantially all of our assets | Unit majority in certain circumstances. Please read “— Merger, Sale or Other Disposition of Assets.” | |
Dissolution of our partnership | Unit majority. Please read “— Termination and Dissolution.” | |
Reconstitution of our partnership upon dissolution | Unit majority. Please read “— Termination and Dissolution.” | |
Withdrawal of the general partner | Under most circumstances, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to December 31, 2015 in a manner that would cause a dissolution of our partnership. Please read “— Withdrawal or Removal of the General Partner.” | |
Removal of the general partner | Not less than 662/3 % of the outstanding units, including units held by our general partner and its affiliates. Please read “— Withdrawal or Removal of the General Partner.” | |
Transfer of the general partner interest | Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets, to such person. The approval of a majority of the common units, excluding common units held by the general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to December 31, 2015. See “— Transfer of General Partner Interest.” | |
Transfer of incentive distribution rights | Except for transfers to an affiliate or another person as part of our general partner’s merger or consolidation, sale of all or substantially all of its assets or the sale of all of the ownership interests in such holder, the approval of a majority of the common units, excluding common units held by the general partner and its affiliates, is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to December 31, 2015. Please read “— Transfer of Incentive Distribution Rights.” | |
Transfer of ownership interests in our general partner | No approval required at any time. Please read “— Transfer of Ownership Interests in the General Partner.” |
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• | to remove or replace the general partner; | ||
• | to approve some amendments to the partnership agreement; or | ||
• | to take other action under the partnership agreement; |
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• | enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or | ||
• | enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld at its option. |
• | a change in our name, the location of our principal place of our business, our registered agent or our registered office; | ||
• | the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement; | ||
• | a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor the operating company nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; | ||
• | an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; | ||
• | an amendment that our general partner determines to be necessary or appropriate for the authorization of additional partnership securities or rights to acquire partnership securities; |
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• | any amendment expressly permitted by our partnership agreement to be made by our general partner acting alone; | ||
• | an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement; | ||
• | any amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement; | ||
• | a change in our fiscal year or taxable year and related changes; | ||
• | mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance; or | ||
• | any other amendments substantially similar to any of the matters described in the clauses above. |
• | do not adversely affect the limited partners (or any particular class of limited partners) in any material respect; | ||
• | are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; | ||
• | are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading; | ||
• | are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or | ||
• | are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement. |
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• | the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority; | ||
• | there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law; | ||
• | the entry of a decree of judicial dissolution of our partnership; or | ||
• | the withdrawal or removal of our general partner or any other event that results in it ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor. |
• | the action would not result in the loss of limited liability of any limited partner; and | ||
• | neither our partnership, the reconstituted limited partnership, our operating company nor any of our other subsidiaries, would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue. |
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• | the subordination period will end, and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished without payment; and | ||
• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at that time. |
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• | an affiliate of our general partner (other than an individual); or | ||
• | another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity; |
• | the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished without payment; and |
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• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests. |
• | the highest cash price paid by our general partner or any of its affiliates for any partnership securities of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and | ||
• | the current market price as of the date three days before the date the notice is mailed. |
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• | our general partner; | ||
• | any departing general partner; | ||
• | any person who is or was an affiliate of a general partner or any departing general partner; | ||
• | any person who is or was a director, officer, member, partner, fiduciary or trustee of any entity set forth in the preceding three bullet points; | ||
• | any person who is or was serving as director, officer, member, partner, fiduciary or trustee of another person at the request of our general partner or any departing general partner; and | ||
• | any person designated by our general partner. |
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• | a current list of the name and last known address of each partner; | ||
• | a copy of our tax returns; | ||
• | information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each partner became a partner; | ||
• | copies of our partnership agreement, our certificate of limited partnership, related amendments and powers of attorney under which they have been executed; | ||
• | information regarding the status of our business and financial condition; and | ||
• | any other information regarding our affairs as is just and reasonable. |
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(a) | the name, address and taxpayer identification number of the beneficial owner and the nominee; | ||
(b) | whether the beneficial owner is: |
1. | a person that is not a United States person; | ||
2. | a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing; or | ||
3. | a tax-exempt entity; |
(c) | the amount and description of units held, acquired or transferred for the beneficial owner; and |
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(d) | specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. |
(1) | for which there is, or was, “substantial authority”; or | ||
(2) | as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return. |
• | accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “—Accuracy-Related Penalties,” | ||
• | for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability and | ||
• | in the case of a listed transaction, an extended statute of limitations. |
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• | through one or more broker-dealers; | ||
• | through underwriters; or | ||
• | directly to investors. |
• | market prices prevailing at the time of any sale under this registration statement; | ||
• | prices related to market prices; or | ||
• | negotiated prices. |
• | in or through one or more transactions (which may involve crosses and block transactions) or distributions; | ||
• | on The Nasdaq Stock Market LLC; | ||
• | in the over-the-counter market; or | ||
• | in private transactions. |
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• | our Annual Report on Form 10-K for the year ended December 31, 2006; and | ||
• | Our Current Reports on Form 8-K filed for January 26, 2007, February 16, 2007, March 6, 2007 and March 30, 2007. |
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• | the description of our common units contained in our registration statement on Form 8-A filed on January 24, 2006, and including any other amendments or reports filed for the purpose of updating such description. |
1700 Pacific, Suite 2900
Dallas, Texas 75201
(214) 750-1771
Attention: Investor Relations
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The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
• | 3,456,255 common units were issued to funds administered by HM Capital Partners LLC, or HM Capital, at the time of our initial public offering; | ||
• | 4,692,417 common units were issued to funds administered by HM Capital on conversion of Class B Common Units issued in connection with our acquisition of TexStar Field Services, L.P. and its general partner, TexStar GP, LLC (together, TexStar); | ||
• | 123,921 common units were issued to other owners of TexStar on conversion of Class B Common Units issued in that acquisition; | ||
• | 2,857,143 common units were issued to certain institutional investors on conversion of Class C Common Units issued to those institutions in a direct private placement. |
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• | Gathering and Processing:in which we provide “wellhead-to-market” services to producers of natural gas, which include transporting raw natural gas from the wellhead through gathering systems, processing raw natural gas to separate natural gas liquids, or NGLs, from the raw natural gas and selling or delivering the pipeline-quality natural gas and NGLs to various markets and pipeline systems; and | ||
• | Transportation:in which we deliver natural gas from northwest Louisiana to more favorable markets in northeast Louisiana through our 320-mile Regency Intrastate Pipeline system, which has been significantly expanded and extended over the last 18 months. |
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• | changes in laws and regulations impacting the gathering and processing industry; | ||
• | the level of creditworthiness of our counterparties; | ||
• | our ability to access the debt and equity markets; | ||
• | our use of derivative financial instruments to hedge commodity and interest rate risks; | ||
• | the amount of collateral required to be posted from time to time in our transactions; | ||
• | changes in commodity prices, interest rates, demand for our services; | ||
• | weather and other natural phenomena; | ||
• | industry changes including the impact of consolidations and changes in competition; | ||
• | our ability to obtain required approvals for construction or modernization of our facilities and the timing of production from such facilities; and | ||
• | the effect of accounting pronouncements issued periodically by accounting standard setting boards. |
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• | operating a significantly larger combined organization and adding operations; | ||
• | difficulties in the assimilation of the assets and operations of the acquired businesses, especially if the assets acquired are in a new business segment or geographic area; | ||
• | the risk that natural gas reserves expected to support the acquired assets may not be of the anticipated magnitude or may not be developed as anticipated; | ||
• | the loss of significant producers or markets or key employees from the acquired businesses; | ||
• | the diversion of management’s attention from other business concerns; | ||
• | the failure to realize expected profitability or growth; | ||
• | the failure to realize expected synergies and cost savings; | ||
• | coordinating geographically disparate organizations, systems and facilities; and | ||
• | coordinating or consolidating corporate and administrative functions. |
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• | the impact of weather on the demand for oil and natural gas; | ||
• | the level of domestic oil and natural gas production; | ||
• | the availability of imported oil and natural gas; | ||
• | actions taken by foreign oil and gas producing nations; | ||
• | the availability of local, intrastate and interstate transportation systems; | ||
• | the availability and marketing of competitive fuels; | ||
• | the impact of energy conservation efforts; and | ||
• | the extent of governmental regulation and taxation. |
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• | all of the NGLs produced at our north Louisiana system are transported on the Black Lake Pipeline, which is owned by BP Energy Company and Duke Energy Field Services; | ||
• | all of the NGLs produced at the Waha processing plants are transported by the Louis Dreyfus’ pipeline and ExxonMobil Corporation’s NGL pipeline; and | ||
• | all of the NGLs produced at our Mocane processing plant are transported by ONEOK Hydrocarbon Southwest L.L.C.’s NGL pipeline. |
• | damage to our gathering and processing facilities, pipelines, related equipment and surrounding properties caused by tornadoes, floods, fires and other natural disasters and acts of terrorism; | ||
• | inadvertent damage from construction and farm equipment; | ||
• | leaks of natural gas, NGLs and other hydrocarbons or losses of natural gas or NGLs as a result of the malfunction of pipelines, measurement equipment or facilities at receipt or delivery points; | ||
• | fires and explosions; | ||
• | weather related hazards, such as hurricanes; and |
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• | other hazards, including those associated with high-sulfur content, or sour gas, such as an accidental discharge of hydrogen sulfide gas, that could also result in personal injury and loss of life, pollution and suspension of operations. |
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• | neither our partnership agreement nor any other agreement requires the HM Capital Investors or their affiliates to pursue a business strategy that favors us; | ||
• | our General Partner is allowed to take into account the interests of parties other than us, such as the HM Capital Investors, in resolving conflicts of interest; |
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• | HM Capital Investors and their affiliates may engage in competition with us; | ||
• | our General Partner has limited its liability and reduced its fiduciary duties, and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty; | ||
• | our General Partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash available to pay interest on, and principal of, the notes; | ||
• | our General Partner determines which costs incurred by it and its affiliates are reimbursable by us; | ||
• | our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf; | ||
• | our General Partner intends to limit its liability regarding our contractual and other obligations; and | ||
• | our General Partner controls the enforcement of obligations owed to us by our General Partner and its affiliates. |
• | permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of the partnership; | ||
• | provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership; |
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• | provides that our general partner is entitled to make other decisions in “good faith” if it believes that the decision is in our best interests; | ||
• | provides generally that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us, as determined by our general partner in good faith, and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and | ||
• | provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct. |
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• | our unitholders’ proportionate ownership interest in us will decrease; | ||
• | the amount of cash available for distribution on each unit may decrease; | ||
• | because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase; | ||
• | the relative voting strength of each previously outstanding unit may be diminished; and | ||
• | the market price of the common units may decline. |
• | a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or | ||
• | your right to act with other unitholders to take other actions under our partnership agreement is found to constitute “control” of our business. |
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• | represents that the transferee has the capacity, power and authority to become bound by our partnership agreement; | ||
• | automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our partnership agreement; and | ||
• | gives the consents and approvals contained in our partnership agreement. |
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• | less the amount of cash reserves established by our general partner: |
• | to provide for the proper conduct of our business (including reserves for future capital expenditures and for our anticipated credit needs); | ||
• | to comply with applicable law, any of our debt instruments or other agreements; and | ||
• | to provide funds for distribution to our unitholders and to our general partner for any one or more of the next four quarters; |
• | plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made. Working capital borrowings are generally borrowings that will be made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. |
• | our cash balance on the closing date of our initial public offering in February 2006 offering; plus | ||
• | $20.0 million (as described below); plus | ||
• | all of our cash receipts after the closing of our initial public offering, excluding cash from (1) borrowings that are not working capital borrowings, (2) sales of equity and debt securities and (3) sales or other dispositions of assets outside the ordinary course of business; plus | ||
• | working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less | ||
• | operating expenses; less |
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• | the amount of cash reserves established by our general partner for future operating expenditures. |
• | borrowings other than working capital borrowings; | ||
• | sales of debt and equity securities; and | ||
• | sales or other disposition of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or non-current assets sold as part of normal retirements or replacements of assets. |
• | distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; | ||
• | the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and | ||
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
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• | distributions of available cash from operating surplus on each outstanding common unit and subordinated unit equaled or exceeded $2.10 (150% of the annualized minimum quarterly distribution) for any four-quarter period ending on or after December 31, 2006; | ||
• | the “adjusted operating surplus” (as defined below) generated during any four-quarter period immediately preceding that date equaled or exceeded the sum of a distribution of $2.10 (150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units on a fully diluted basis; and | ||
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
• | operating surplus generated with respect to that period; less | ||
• | any net increase in working capital borrowings with respect to that period; less | ||
• | any net reduction in cash reserves for operating expenditures made with respect to that period not relating to an operating expenditure made with respect to that period; plus | ||
• | any net decrease in working capital borrowings with respect to that period; plus | ||
• | any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium. |
• | The subordination period will end and each subordinated unit will immediately convert into one common unit; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and | ||
• | our general partner will have the right to convert its general partner interest and, if any, its incentive distribution rights into common units or to receive cash in exchange for those interests. |
• | First, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; | ||
• | second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period; |
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• | third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and | ||
• | thereafter, in the manner described in “— Incentive Distribution Rights” below. |
• | First, 98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and | ||
• | thereafter, in the manner described in “— Incentive Distribution Rights” below. |
• | we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and | ||
• | we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; |
• | first, 98% to all unitholders, pro rata, and 2% to our general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the “first target distribution”); | ||
• | second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the “second target distribution”); | ||
• | third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the “third target distribution”); and | ||
• | thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. |
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Marginal Percentage | ||||||||||
Interest in Distributions | ||||||||||
Total Quarterly | General | |||||||||
Distribution Target Amount | Unitholders | Partner | ||||||||
Minimum Quarterly Distribution | $0.3500 | 98 | % | 2 | % | |||||
First Target Distribution | up to $0.4025 | 98 | % | 2 | % | |||||
Second Target Distribution | above $0.4025 up to $0.4375 | 85 | % | 15 | % | |||||
Third Target Distribution | above $0.4375 up to $0.5250 | 75 | % | 25 | % | |||||
Thereafter | above $0.5250 | 50 | % | 50 | % |
• | first, 98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit an amount of available cash from capital surplus equal to the initial public offering price; | ||
• | second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and | ||
• | thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus. |
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• | the minimum quarterly distribution; | ||
• | the target distribution levels; | ||
• | the unrecovered initial unit price; and | ||
• | the number of common units into which a subordinated unit is convertible. |
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• | First, to our general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances; | ||
• | second, 98% to the common unitholders, pro rata, and 2% to our general partner, until the capital account for each common unit is equal to the sum of: |
(1) | the unrecovered initial unit price for that common unit; | ||
(2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and | ||
(3) | any unpaid arrearages in payment of the minimum quarterly distribution; |
• | third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner until the capital account for each subordinated unit is equal to the sum of: |
(1) | the unrecovered initial unit price for that subordinated unit; and | ||
(2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; |
• | fourth, 98% to all unitholders, pro rata, and 2% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98% to the unitholders, pro rata, and 2% to our general partner, for each quarter of our existence; |
• | fifth, 85% to all unitholders, pro rata, and 15% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85% to the unitholders, pro rata, and 15% to our general partner for each quarter of our existence; |
• | sixth, 75% to all unitholders, pro rata, and 25% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75% to the unitholders, pro rata, and 25% to our general partner for each quarter of our existence; and |
• | thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. |
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• | first, 98% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2% to our general partner, until the capital accounts of the subordinated unitholders have been reduced to zero; | ||
• | second, 98% to the holders of common units in proportion to the positive balances in their capital accounts and 2% to our general partner, until the capital accounts of the common unitholders have been reduced to zero; and | ||
• | thereafter, 100% to our general partner. |
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OF REGENCY ENERGY PARTNERS LP
• | with regard to distributions of available cash, please read “How We Make Cash Distributions”; | ||
• | with regard to the transfer of common units, please read “Description of the Common Units — Transfer of Common Units”; and | ||
• | with regard to allocations of taxable income and taxable loss, please read “Material Tax Consequences.” |
• | during the subordination period, the approval of a majority of the common units, excluding those common units held by our general partner and its affiliates, and a majority of the subordinated units, voting as separate classes; and | ||
• | after the subordination period, the approval of a majority of the common units. |
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Issuance of additional units | No approval right. | |
Amendment of the partnership agreement | Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “— Amendment of the Partnership Agreement.” | |
Merger of our partnership or the sale of all or substantially all of our assets | Unit majority in certain circumstances. Please read “— Merger, Sale or Other Disposition of Assets.” | |
Dissolution of our partnership | Unit majority. Please read “— Termination and Dissolution.” | |
Reconstitution of our partnership upon dissolution | Unit majority. Please read “— Termination and Dissolution.” | |
Withdrawal of the general partner | Under most circumstances, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to December 31, 2015 in a manner that would cause a dissolution of our partnership. Please read “— Withdrawal or Removal of the General Partner.” | |
Removal of the general partner | Not less than 662/3% of the outstanding units, including units held by our general partner and its affiliates. Please read “— Withdrawal or Removal of the General Partner.” | |
Transfer of the general partner interest | Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets, to such person. The approval of a majority of the common units, excluding common units held by the general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to December 31, 2015. See “— Transfer of General Partner Interest.” | |
Transfer of incentive distribution rights | Except for transfers to an affiliate or another person as part of our general partner’s merger or consolidation, sale of all or substantially all of its assets or the sale of all of the ownership interests in such holder, the approval of a majority of the common units, excluding common units held by the general partner and its affiliates, is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to December 31, 2015. Please read "— Transfer of Incentive Distribution Rights.” | |
Transfer of ownership interests in our general partner | No approval required at any time. Please read “— Transfer of Ownership Interests in the General Partner.” |
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• | to remove or replace the general partner; | ||
• | to approve some amendments to the partnership agreement; or | ||
• | to take other action under the partnership agreement; |
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• | enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or | ||
• | enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld at its option. |
• | a change in our name, the location of our principal place of our business, our registered agent or our registered office; | ||
• | the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement; | ||
• | a change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we nor the operating company nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; | ||
• | an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees from in any manner being subjected to the provisions of the |
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Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; | |||
• | an amendment that our general partner determines to be necessary or appropriate for the authorization of additional partnership securities or rights to acquire partnership securities; | ||
• | any amendment expressly permitted by our partnership agreement to be made by our general partner acting alone; | ||
• | an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement; | ||
• | any amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement; | ||
• | a change in our fiscal year or taxable year and related changes; | ||
• | mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance; or | ||
• | any other amendments substantially similar to any of the matters described in the clauses above. |
• | do not adversely affect the limited partners (or any particular class of limited partners) in any material respect; | ||
• | are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; | ||
• | are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading; | ||
• | are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or | ||
• | are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement. |
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• | the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority; | ||
• | there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law; | ||
• | the entry of a decree of judicial dissolution of our partnership; or | ||
• | the withdrawal or removal of our general partner or any other event that results in it ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor. |
• | the action would not result in the loss of limited liability of any limited partner; and |
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• | neither our partnership, the reconstituted limited partnership, our operating company nor any of our other subsidiaries, would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue. |
• | the subordination period will end, and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished without payment; and | ||
• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at that time. |
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• | an affiliate of our general partner (other than an individual); or | ||
• | another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity; |
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• | the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished without payment; and | ||
• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests. |
• | the highest cash price paid by our general partner or any of its affiliates for any partnership securities of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and | ||
• | the current market price as of the date three days before the date the notice is mailed. |
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• | our general partner; | ||
• | any departing general partner; | ||
• | any person who is or was an affiliate of a general partner or any departing general partner; | ||
• | any person who is or was a director, officer, member, partner, fiduciary or trustee of any entity set forth in the preceding three bullet points; | ||
• | any person who is or was serving as director, officer, member, partner, fiduciary or trustee of another person at the request of our general partner or any departing general partner; and | ||
• | any person designated by our general partner. |
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• | a current list of the name and last known address of each partner; | ||
• | a copy of our tax returns; | ||
• | information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each partner became a partner; | ||
• | copies of our partnership agreement, our certificate of limited partnership, related amendments and powers of attorney under which they have been executed; | ||
• | information regarding the status of our business and financial condition; and | ||
• | any other information regarding our affairs as is just and reasonable. |
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(a) | the name, address and taxpayer identification number of the beneficial owner and the nominee; | ||
(b) | whether the beneficial owner is: |
1. | a person that is not a United States person; | ||
2. | a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing; or | ||
3. | a tax-exempt entity; |
(c) | the amount and description of units held, acquired or transferred for the beneficial owner; and | ||
(d) | specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. |
(1) | for which there is, or was, “substantial authority”; or | ||
(2) | as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return. |
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• | accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “—Accuracy-Related Penalties,” | ||
• | for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability and | ||
• | in the case of a listed transaction, an extended statute of limitations. |
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Number of Common | ||||||||||||||||
Number of | Percentage of | Number of Common | Units Beneficially | |||||||||||||
Common Units | Common Units | Units That May Be | Owned After | |||||||||||||
Beneficially Owned | Beneficially Owned | Sold | Offering (1) | |||||||||||||
HM Capital (2) | ||||||||||||||||
HMTF GP, LLC | 3 | * | 3 | 0 | ||||||||||||
Hicks, Muse, Tate & Furst Equity Fund V, LP | 4,592,464 | 16.5 | % | 4,592,464 | 0 | |||||||||||
HM 5-P Coinvestors, LP | 93,724 | .3 | % | 93,724 | 0 | |||||||||||
HM 5-E Coinvestors, LP | 6,226 | * | 6,226 | 0 | ||||||||||||
Regency Acquisition LP | 3,456,255 | 12.4 | % | 3,456,255 | 0 | |||||||||||
Other TexStar Owners | ||||||||||||||||
Don E. Cole (3) | 16,595 | * | 16,595 | 0 | ||||||||||||
Flatrock Production Company (4) | 24,866 | * | 24,866 | 0 | ||||||||||||
Thomas H. Flowers (5) | 4,954 | * | 4,954 | 0 | ||||||||||||
Eric S. Friedrichs (6) | 7,925 | * | 7,925 | 0 | ||||||||||||
Price S. Martin (7) | 16,595 | * | 16,595 | 0 | ||||||||||||
Dorothy L. McCoppin (8) | 4,954 | * | 4,954 | 0 | ||||||||||||
Phillip M. Mezey (9) | 16,595 | * | 16,595 | 0 | ||||||||||||
Mark A. Norville | 4,954 | * | 4,954 | 0 | ||||||||||||
David S. O’Dell (10) | 4,954 | * | 4,954 | 0 | ||||||||||||
Clay Y. Smith (11) | 16,595 | * | 16,595 | 0 | ||||||||||||
Margie L. Zolkoski | 4,954 | * | 4,954 | 0 | ||||||||||||
Equity Investors | ||||||||||||||||
GPS Income Fund | 409,524 | 1.5 | % | 409,524 | 0 | |||||||||||
GPS Income Fund (Cayman) Ltd. | 314,286 | 1.2 | % | 314,286 | 0 | |||||||||||
GPS High Yield Equities Fund LP | 180,952 | * | 180,952 | 0 | ||||||||||||
Kayne Anderson MLP Investment Company (12) | 904,762 | 3.2 | % | 904,762 | 0 | |||||||||||
Lehman Brother MLP Partners, LP (13) | 904,762 | 3.2 | % | 904,762 | 0 | |||||||||||
RCH Energy MLP Fund, LP (14) | 142,837 | * | 142,837 | 0 | ||||||||||||
Total | 11,129,736 | 11,129,736 |
* | Less than 1% | |
(1) | Because the selling unitholders may sell all or a portion of the common units registered hereby, we cannot estimate the number or percentage of common units that the selling unitholders will hold upon completion of the offering. Accordingly, the information presented in this table assumes that each selling unitholder will sell all of its common units. | |
(2) | According to Schedule 13D/A (“Amendment No. 4”) dated March 30, 2007 (the “Schedule 13D”) filed jointly by Regency Acquisition LP, a Delaware limited partnership (“Acquisition”); Regency Holdings LLC, a Delaware limited liability company and the general partner of Acquisition (“Holdings”); HMTF Regency, L.P., a Delaware limited partnership which is the sole member of Holdings and owns all of the limited partnership interest in Acquisition (“HMTF Regency”); HMTF Regency, L.L.C., a Texas limited liability company and the general partner of HMTF Regency (“HMTF GP”); Hicks, Muse, Tate & Furst Equity Fund V, L.P., a Delaware limited partnership and the sole member of HMTF GP (“Fund V”); and HM5/ GP LLC, a Texas limited liability company, the general partner of Fund V (“HM5”); and, together with Acquisition, Holdings, HMTF Regency, HMTF GP, and Fund V (the “13D Parties”), (i) Acquisition is the record owner of 3,456,255 common units and 16,699,462 subordinated units; Fund V is the record owner of 4,592,464 common units; HMTF GP, L.L.C. (“HMTF Gas GP”), of which Fund V is the sole member, is the record owner of 3 common units; and two limited partnerships (the “Coinvest LPs”) of which HM5 is the general partner are the record owner of an aggregate of 99,950 common units; (ii) as a result of the relationship of HM5 to Fund V, Fund V to HMTF GP, HMTF GP to HMTF Regency, HMTF Regency to Holdings, and Holdings to Acquisition, each 13D Party may be deemed to have shared power to vote, or direct the disposition of, and to dispose, or direct the disposition of, the common units and subordinated units held of record by Acquisition. (iii) as a result of the relationship of HM5 to Fund V, HM5 may be deemed the beneficial owner of all of the common units held by Fund V; and (iv) as a result of the relationship of HM5 to the Coinvest LPs, HM5 may be deemed the beneficial owner of the common units held by the Coinvest LPs. | |
(3) | Mr. Don E. Cole was an officer of TexStar GP, LLC, which was acquired by Regency Energy Partners LP in August 2006. | |
(4) | Price S. Martin and Phillip M. Mezey are deemed to have sole voting power over the common units held by the selling unitholder. | |
(5) | Mr. Thomas H. Flowers was an officer of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, Texstar Gas Gathering, LLC and TexStar Acquisition GP, LLC, all of which were acquired by Regency Energy Partners LP in August 2006. | |
(6) | Mr. Eric S. Friedrichs was an officer of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, Texstar Gas Gathering, LLC, TexStar Operating GP, LLC, TexStar GP, LLC and TexStar Acquisition GP, LLC, all of which were acquired by Regency Energy Partners LP in August 2006. | |
(7) | Mr. Martin was an officer and manager of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, TexStar Gas Gathering, LLC, TexStar Acquisition GP, LLC, and TexStar Operating GP, LLC. Mr. Martin was Co-Chief Executive Officer, President and Chief Financial Officer of TexStar GP, LLC, all of which were acquired by Regency Energy Partners, LP in August 2006. Does not include 1,000 common units held in an account with A.G. Edwards & Sons, Inc. | |
(8) | Ms. McCoppin was an officer of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, TexStar Gas Gathering, LLC, TexStar Acquisition GP, LLC, TexStar Operating GP, LLC and TexStar GP, LLC, all of which were acquired by Regency Energy Partners LP in August 2006. | |
(9) | Mr. Mezey was an officer of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, TexStar Gas Gathering, LLC, TexStar Acquisition GP, LLC, TexStar Operating GP, LLC and TexStar GP, LLC, all of which were acquired by Regency Energy Partners LP in August 2006. Does not include 700 common units held in an account with UBS Security. | |
(10) | Mr. O’Dell was an officer of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, TexStar Gas Gathering, LLC, TexStar Acquisition GP, all of which were acquired by Regency Energy Partners LP in August 2006. | |
(11) | Mr. Smith is Vice President of Operations for Regency Gas Services LP and was an officer of FN GP, LLC, TexStar FS GP, LLC, TexStar Guarantor GP, LLC, TexStar GU GP, LLC, TexStar Gas Gathering, LLC, TexStar Acquisition GP, all of which were acquired by Regency Energy Partners LP in August 2006. | |
(12) | Richard A. Kayne, in his capacity as the majority shareholder of Kayne Anderson Capital Advisors, L.P., holds voting and dispositive power with respect to the securities held by the selling unitholder. KA Associates, Inc., an affiliate of the selling unitholder, is a broker-dealer registered pursuant to Section 15(b) of the Exchange Act and is a member of the NASD. The selling unitholder (i) purchased the securities for the selling unitholder’s own account, not as a nominee or agent, in the course of business and with no intention of selling or otherwise distributing securities in any transaction in violation of securities laws and (ii) at the time of purchase, the selling unitholder did not have any agreement or understanding, direct or indirect, with any other person to sell or otherwise distribute the purchased securities. | |
(13) | The selling unitholder is an affiliate of a registered broker-dealer. LB I Group Inc. controls the general partner of this selling unitholder. Lehman Brothers Inc., a registered broker-dealer and a member of the NASD, is the parent company of LB I Group Inc. Lehman Brothers Holdings Inc., a public reporting company, is the parent company of Lehman Brothers Inc. The selling unitholder (i) purchased the securities for the selling unitholder’s own account, not as a nominee or agent, in the ordinary course of business and with no intention of selling or otherwise distributing securities in any transaction in violation of securities laws and (ii) at the time of purchase, the selling unitholder did not have any agreement or understanding, direct or indirect, with any other person to sell or otherwise distribute the purchased securities. | |
(14) | The general partner of the selling unitholder is RCH Energy MLP Fund GP, L.P. (“RCH MLP”). Robert J. Raymond, as member of RR Advisors, LLC, the general partner of RCH MLP, exercises voting and dispositive power with respect to the units held by the selling unitholder. |
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• | a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; | ||
• | exchange distributions or secondary distributions; | ||
• | sales in the over-the-counter market; | ||
• | underwritten transactions; | ||
• | short sales; | ||
• | broker-dealers may agree with the selling unitholders to sell a specified number of such common units at a stipulated price per unit; | ||
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; | ||
• | privately negotiated transactions; | ||
• | a combination of any such methods of sale; and | ||
• | any other method permitted pursuant to applicable law. |
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• | our Annual Report on Form 10-K for the year ended December 31, 2006; and | ||
• | our Current Reports on Form 8-K filed for January 26, 2007, February 16, 2007, March 6, 2007 and March 30, 2007. |
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• | the description of our common units contained in our registration statement on Form 8-A filed on January 24, 2006, and including any other amendments or reports filed for the purpose of updating such description. |
1700 Pacific, Suite 2900
Dallas, Texas 75201
(214) 750-1771
Attention: Investor Relations
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Registration fee under the Securities Act | $ | 30,700 | ||
Printing and engraving expenses * | $ | 30,000 | ||
Legal fees and expenses* | $ | 85,000 | ||
Accounting fees and expenses* | $ | 50,000 | ||
Miscellaneous* | $ | 20,000 | ||
Total | $ | 215,700 |
* | Estimated solely for the purpose of this Item. Actual expenses may be more or less. |
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Exhibit | ||||
Number | Description | |||
1.1 | ** | Form of Underwriting Agreement. | ||
4.1 | * | Form of Senior Indenture. | ||
4.2 | * | Form of Subordinated Indenture. | ||
4.3 | ** | Form of Debt. | ||
4.4 | Fourth Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP dated as of February 15, 2006 (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed February 9, 2006). | |||
4.5 | Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed August 15, 2006). | |||
4.6 | Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed September 22, 2006). | |||
4.7 | Form of Specimen Certificate Evidencing Units Representing Limited Partnership Interests in Regency Energy Partners LP (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1/A filed January 24, 2006, File No. 333-129623). | |||
4.8 | Registration Rights Agreement, dated as of September 21, 2006, among Regency Energy Partners LP and Kayne Anderson MLP Investment Company, Lehman Brothers MLP Partners, L.P., GPS Income Fund LP, GPS High Yield Equities Fund LP, GPS Income Fund (Cayman) Ltd. and RCH Energy MLP Fund, LP (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed September 22, 2006). | |||
4.9 | * | Registration Rights Agreement, dated as of August 15, 2006, among Regency Energy Partners LP and Flatrock Production Company, LLC, P. Scott Martin, Phillip M. Mezey, Don E. Cole, Clay Y. Smith, Thomas H. Flowers, Eric S. Friedrichs, Dorothy L. McCoppin, Mark A. Norville, David S. O’Dell and the Estate of Martin H. Zolkoski. | ||
5.1 | * | Opinion of Vinson & Elkins L.L.P. regarding the legality of the common units. | ||
8.1 | * | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | ||
12.1 | Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to our Annual Report on Form 10-K for the year ended December 31, 2006). | |||
23.1 | * | Consent of Deloitte & Touche LLP. | ||
23.2 | * | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). | ||
23.3 | * | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1). | ||
24.1 | * | Powers of Attorney (contained on signature pages). | ||
25.1 | ** | Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture. | ||
25.2 | ** | Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture. |
* | Filed herewith | |
** | To be filed by amendment or as an exhibit to a current report on Form 8-K of the registrant. |
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A. | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(a) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(b) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; | ||
(c) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to the information in this registration statement; |
provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. | |||
(2) | That, for the purpose of determining any liability under the Securities Act, each of the post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(a) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
(b) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(a) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(b) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
(c) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
(d) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
B. | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of its annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. | |
C. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC that indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against any liability (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue. | |
D. | The undersigned registrant hereby undertakes: |
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus or any prospectus supplement filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus or prospectus supplement filed by the registrant pursuant to Rule 424(b)( 1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | ||
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus or prospectus supplement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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REGENCY ENERGY PARTNERS LP | ||||||
By: | Regency GP LP, | |||||
its general partner | ||||||
By: | Regency GP LLC, | |||||
its general partner | ||||||
By: | /s/ James W. Hunt | |||||
Name: | James W. Hunt | |||||
Title: | Chairman, President and Chief Executive | |||||
Officer |
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman, President, Chief Executive Officer (Principal Executive Officer) | April 2, 2007 | ||
James W. Hunt | ||||
/s/ Stephen L. Arata | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | April 2, 2007 | ||
Stephen L. Arata | ||||
/s/ Lawrence B. Connors | Vice President, Finance and Accounting (Principal Accounting Officer) | April 2, 2007 | ||
Lawrence B. Connors | ||||
/s/ Joe Colonnetta | Director | April 2, 2007 | ||
Joe Colonnetta | ||||
/s/ Jason H. Downie | Director | April 2, 2007 | ||
Jason H. Downie |
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Signature | Title | Date | ||
/s/ A. Dean Fuller | Director | April 2, 2007 | ||
A. Dean Fuller | ||||
Director | April ___, 2007 | |||
Jack D. Furst | ||||
/s/ J. Edward Herring | Director | April 2, 2007 | ||
J. Edward Herring | ||||
/s/ Robert D. Kincaid | Director | April 2, 2007 | ||
Robert D. Kincaid | ||||
/s/ Gary W. Luce | Director | April 2, 2007 | ||
Gary W. Luce | ||||
/s/ J. Otis Winters | Director | April 2, 2007 | ||
J. Otis Winters |
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REGENCY ENERGY FINANCE CORP. | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer | |||
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman, President, Chief Executive Officer (Principal Executive Officer) | April 2, 2007 | ||
James W. Hunt | ||||
/s/ Stephen L. Arata | Vice President and Treasurer, Director, (Principal Financial Officer and Principal Accounting Officer) | April 2, 2007 | ||
Stephen L. Arata | ||||
Vice President, Director | April ___, 2007 | |||
Michael L. Williams | ||||
/s/ William E. Joor III | Vice President, Secretary, Director | April 2, 2007 | ||
William E. Joor III |
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REGENCY WAHA LP, LLC REGENCY NGL GP, LLC REGENCY GAS MARKETING GP LLC REGENCY WAHA GP, LLC REGENCY INTRASTATE GAS, LLC REGENCY MIDCON GAS LLC REGENCY LIQUIDS PIPELINE LLC REGENCY GAS GATHERING AND PROCESSING LLC GULF STATES TRANSMISSION CORPORATION | ||||
By: | /s/ James L. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer | |||
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman and President (Principal Executive Officer) | April 2, 2007 | ||
James W. Hunt | ||||
/s/ Stephen Arata | Vice President, Director (Principal Financial Officer) | April 2, 2007 | ||
Stephen Arata | ||||
/s/ Lawrence B. Connors | Treasurer (Principal Accounting Officer) | April 2, 2007 | ||
Lawrence B. Connors | ||||
Vice President, Director (except, Gulf States Transmission Corporation) | April ___, 2007 | |||
Michael L. Williams | ||||
/s/ William E. Joor III | Vice President and Secretary, Director | April 2, 2007 | ||
William E. Joor III | ||||
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REGENCY FN GP LLC REGENCY FS GP LLC REGENCY GUARANTOR GP LLC REGENCY GU GP LLC REGENCY OPERATING GP LLC REGENCY PIPELINE COMPANY INC. REGENCY TGG LLC REGENCY TS GP LLC REGENCY TS ACQUISITION GP LLC | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer | |||
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman and President (Principal Executive Officer) | April 2, 2007 | ||
James W. Hunt | ||||
/s/ Stephen L. Arata | Vice President, Director (Principal Financial Officer) | April 2, 2007 | ||
Stephen L. Arata | ||||
/s/ Lawrence B. Connors | Vice President and Treasurer (Principal Accounting Officer) | April 2, 2007 | ||
Lawrence B. Connors | ||||
/s/ William E. Joor III | Vice President and Secretary, Director | April 2, 2007 | ||
William E. Joor III | ||||
Vice President, Director | April ___, 2007 | |||
Michael L. Williams |
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REGENCY OLP GP LLC | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer | |||
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman, President and Chief Executive Officer (Principal Executive Officer) | April 2, 2007 | ||
James W. Hunt | ||||
/s/ Stephen L. Arata | Executive Vice President and Chief Financial Officer, Director (Principal Financial Officer) | April 2, 2007 | ||
Stephen L. Arata | ||||
/s/ Lawrence B. Connors | Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | April 2, 2007 | ||
Lawrence B. Connors | ||||
/s/ William E. Joor III | Executive Vice President, Chief Legal and Administrative Officer and Secretary, Director | April 2, 2007 | ||
William E. Joor III | ||||
Executive Vice President and Chief Operations Officer, Director | April ___, 2007 | |||
Michael L. Williams | ||||
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REGENCY EASTEX NEWLINE LP | ||||
REGENCY EASTEX PROTREAT I LP | ||||
REGENCY EASTEX PROTREAT II LP | ||||
By: | REGENCY OPERATING GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY FRIO NEWLINE LP | ||||
By: | REGENCY FN GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY FS LP | ||||
By: | REGENCY FS GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY GAS UTILITY LP | ||||
By: | REGENCY GU GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY GUARANTOR LP | ||||
By: | REGENCY GUARANTOR GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY FIELD SERVICES LP | ||||
By: | REGENCY TS GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY OPERATING LP | ||||
By: | REGENCY OPERATING GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY TS ACQUISITION LP | ||||
By: | REGENCY TS ACQUISITION GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY GAS COMPANY LTD. | ||||
By: | REGENCY PIPELINE COMPANY INC., its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY NGL MARKETING LP | ||||
By: | REGENCY NGL GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY GAS MARKETING LP | ||||
By: | REGENCY GAS MARKETING GP LLC,its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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REGENCY GAS SERVICES LP | ||||
By: | REGENCY OLP GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President and Chief Executive Officer |
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REGENCY GAS SERVICES WAHA LP. | ||||
By: | REGENCY WAHA GP LLC., its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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PALAFOX JOINT VENTURE | ||||
By: | REGENCY PIPELINE COMPANY INC. its General Partner | |||
By: | REGENCY GAS SERVICES LP, its General Partner | |||
By: REGENCY OLP GP LLC, its General Partner | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
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Exhibit | ||
Number | Description | |
1.1** | Form of Underwriting Agreement. | |
4.1* | Form of Senior Indenture. | |
4.2* | Form of Subordinated Indenture. | |
4.3** | Form of Debt. | |
4.4 | Fourth Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP dated as of February 15, 2006 (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed February 9, 2006). | |
4.5 | Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed August 15, 2006). | |
4.6 | Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed September 22, 2006). | |
4.7 | Form of Specimen Certificate Evidencing Units Representing Limited Partnership Interests in Regency Energy Partners LP (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1/A filed January 24, 2006, File No. 333-129623). | |
4.8 | Registration Rights Agreement, dated as of September 21, 2006, among Regency Energy Partners LP and Kayne Anderson MLP Investment Company, Lehman Brothers MLP Partners, L.P., GPS Income Fund LP, GPS High Yield Equities Fund LP, GPS Income Fund (Cayman) Ltd. and RCH Energy MLP Fund, LP (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed September 22, 2006). | |
4.9* | Registration Rights Agreement, dated as of August 15, 2006, among Regency Energy Partners LP and Flatrock Production Company, LLC, P. Scott Martin, Phillip M. Mezey, Don E. Cole, Clay Y. Smith, Thomas H. Flowers, Eric S. Friedrichs, Dorothy L. McCoppin, Mark A. Norville, David S. O’Dell and the Estate of Martin H. Zolkoski. | |
5.1* | Opinion of Vinson & Elkins L.L.P. regarding the legality of the common units. | |
8.1* | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |
12.1 | Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to our Annual Report on Form 10-K for the year ended December 31, 2006). | |
23.1* | Consent of Deloitte & Touche LLP. | |
23.2* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). | |
23.3* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1). | |
24.1* | Powers of Attorney (contained on signature pages). | |
25.1** | Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture. | |
25.2** | Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture. |
* | Filed herewith | |
** | To be filed by amendment or as an exhibit to a current report on Form 8-K of the registrant. |
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