News Column

Regency Energy Partners Extends Exchange Offer in Connection with Planned Midstream Business Acquisition

May 27, 2014

DALLAS--(BUSINESS WIRE)-- Regency Energy Partners LP (NYSE: RGP) (“Regency”) today announced that it and Regency Energy Finance Corp. (collectively, the “Regency Issuers”) have extended the expiration date (the “Expiration Date”) of their previously announced offer to exchange (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) in connection with the outstanding 8.375% Senior Notes due 2019 (the “Existing Eagle Rock Notes”) of Eagle Rock Energy Partners, L.P. (NASDAQ: EROC) (“Eagle Rock”) and Eagle Rock Energy Finance Corp.

Pursuant to the Exchange Offer, Regency is offering to exchange any and all of the outstanding Existing Eagle Rock Notes, of which $550 million in aggregate principal amount is outstanding, for up to $550 million in aggregate principal amount of 8.375% Senior Notes due 2019 (the “New Regency Notes”) to be issued by the Regency Issuers.

Regency is conducting the Exchange Offer and Consent Solicitation in connection with its pending acquisition of Eagle Rock’s midstream business (the “Eagle Rock Midstream Acquisition”), and the closing of the Exchange Offer and Consent Solicitation are conditioned upon, among other things, consummation of the Eagle Rock Midstream Acquisition (including the satisfaction or waiver of all conditions to closing the Eagle Rock Midstream Acquisition).

In order for the closing of the Exchange Offer and Consent Solicitation to coincide with the expected closing of the Eagle Rock Midstream Acquisition, the Expiration Date for the Exchange Offer and Consent Solicitation has been extended to 11:59 p.m., New York City time, on June 18, 2014, unless otherwise extended or terminated by the Regency Issuers. All other terms of the Exchange Offer and Consent Solicitation remain unchanged. As of May 23, 2014 at 11:59 p.m., New York City time, Regency had received tenders from holders representing approximately 72.93% of the total outstanding principal amount of the Existing Eagle Rock Notes.

The New Regency Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The New Regency Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release does not constitute an offer to purchase or exchange any securities or a solicitation of any offer to sell or exchange any securities.

This release includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “will,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. Although we believe our forward-looking statements are based on reasonable assumptions and current expectations and projections about future events, we cannot give any assurance that such expectations will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions, including the following risks: Regency’s ability to complete the Eagle Rock Midstream Acquisition, unexpected difficulties in integrating Regency’s operations as a result of any significant acquisitions, volatility in the price of oil, natural gas, condensate, natural gas liquids and coal, declines in the credit markets and the availability of credit for Regency as well as for producers connected to Regency’s system and its customers, the level of creditworthiness of, and performance by, Regency’s counterparties and customers, Regency’s ability to access capital to fund organic growth projects and acquisitions, Regency’s ability to obtain debt and equity financing on satisfactory terms, Regency’s 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 Regency’s transactions, changes in commodity prices, interest rates, and demand for Regency’s services, changes in laws and regulations impacting the midstream sector of the natural gas industry, oil industry and the coal mining industry, including those that relate to climate change and environmental protection and safety, including with respect to emissions levels applicable to coal-burning power generators and permissible levels of mining runoff, regulation of transportation rates on natural gas, natural gas liquids and oil pipelines, industry changes including the impact of consolidation and changes in competition, Regency’s ability to obtain indemnification for cleanup liabilities and to clean up any hazardous materials release on satisfactory terms, Regency’s ability to obtain required approvals for construction or modernization of Regency’s facilities and the timing of production from such facilities, and the effect of accounting pronouncements issued periodically by accounting standard setting boards, the extent to which the amount and quality of actual production of Regency’s coal differs from estimated recoverable coal reserves, the experience and financial condition of Regency’s coal lessees, operating risks, including unanticipated geological problems, incidental to Regency’s gathering and processing segment and natural resources segment, the ability of Regency’s lessees to produce sufficient quantities of coal on an economic basis from reserves and obtain favorable contracts for such production, delays in anticipated start-up dates of new development in Regency’s gathering and processing segment and Regency’s lessees’ mining operations and related coal infrastructure projects and uncertainties relating to the effects of regulatory guidance on permitting under the Clean Water Act and the outcome of current and future litigation regarding mine permitting. Therefore, actual results and outcomes may differ materially from those expressed in such forward-looking statements.

These and other risks and uncertainties are discussed in more detail in filings made by Regency with the Securities and Exchange Commission, which are available to the public. Regency undertakes no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Regency Energy Partners LP (NYSE: RGP) is a growth-oriented, master limited partnership engaged in the gathering and processing, compression, treating and transportation of natural gas; and the transportation, fractionation and storage of natural gas liquids; the gathering, transportation and terminaling of oil (crude and/or condensate) received from producers; and the management of coal and natural resource properties in the United States. Regency’s general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE).




Investor Relations:

Regency Energy Partners LP

Lyndsay Hannah, 214-840-5477

Manager, Finance & Investor Relations

ir@regencygas.com

or

Media Relations:

Granado Communications Group

Vicki Granado, 214-599-8785

vicki@granadopr.com

Source: Regency Energy Partners LP


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