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REGENCY ENERGY PARTNERS LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

July 8, 2014

Item 1.01 Entry into a Material Definitive Agreement.

Exchange Offer and Consent Solicitation

In connection with the closing of the Contribution, the Partnership and its wholly owned subsidiary, Regency Energy Finance Corp. ("Regency Finance" and, together with the Partnership, the "Issuers"), issued $498,880,000 aggregate principal amount of 8 3/8% Senior Notes due 2019 (the "Notes") to holders of Eagle Rock and Eagle Rock Energy Finance Corp.'s 8 3/8% Senior Notes due 2019 (the "Eagle Rock Notes") who validly tendered and did not withdraw their Eagle Rock Notes pursuant to the terms of the Issuers' exchange offer and consent solicitation relating thereto (the "Exchange Offer") on or prior to 11:59 p.m., New York City time, on June 30, 2014. The Notes were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").

Indenture and 8 3/8% Senior Notes due 2019

The terms of the Notes are governed by the Indenture dated July 1, 2014 (the "Indenture"), among the Issuers, the guarantors party thereto (the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee"), which is attached hereto as Exhibit 4.1 and incorporated into this Item 1.01 by reference. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing December 1, 2014, and the Notes will mature on June 1, 2019.

The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior basis by substantially all of the Partnership's existing consolidated subsidiaries. The Notes and guarantees are unsecured and rank equally with all of the Issuers' and each Guarantor's existing

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and future senior obligations, including the Issuers' existing senior notes and the guarantees thereof. The Notes are senior in right of payment to all of the Issuers' and each Guarantor's future obligations that are, by their terms, expressly subordinated in right of payment to the Notes and guarantees. The Notes and guarantees are effectively subordinated to the Issuers' and each Guarantor's secured obligations, including obligations under the Partnership's revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations of the Partnership's subsidiaries that do not guarantee the Notes.

At any time prior to June 1, 2015, the Issuers may redeem the Notes, in whole or in part, at a "make-whole" redemption price specified in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. On or after June 1, 2015, the Issuers may redeem all or part of the Notes at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued but unpaid interest to, but excluding, the applicable redemption date:

Year Percentages 2015 104.188 % 2016 102.094 % 2017 and thereafter 100.000 %



Upon the occurrence of a Change of Control (as defined in the Indenture) event, which occurrence (other than one involving the adoption of a plan relating to liquidation or dissolution) is followed by a ratings decline within 90 days after the consummation of the transaction, the Issuers may be required to offer to purchase the Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. Additionally, if the Partnership sells certain assets and does not apply the proceeds from the sale in a certain manner, the Issuers must use certain excess proceeds to offer to repurchase the Notes at 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Indenture contains customary events of default (each an "Event of Default"). Under the Indenture, Events of Default include the following:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3) failure by the Issuers or any Guarantor (a) to comply with their obligations to make or consummate a change of control offer, (b) to comply with their obligations to make or consummate an asset sale offer or (c) to comply with any of their agreements or covenants relating to merger, consolidation or sale of assets; provided that, with respect to (b) and (c), such failure will not constitute an Event of Default for 30 days if such failure is capable of cure; . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 1, 2014, the Partnership completed the transactions contemplated by the Contribution Agreement.

The consideration paid by the Partnership in exchange for the Contribution consisted of (1) the issuance of 8,245,859 Common Units to Eagle Rock; (2) the assumption and exchange of the Eagle Rock Notes for the Notes described in Item 1.01 above; and (3) the distribution of approximately $576.2 million in cash to Eagle Rock.

The information set forth under Item 1.01 and Item 3.02 is hereby incorporated into this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Form 8-K under the heading "Exchange Offer and Consent Solicitation-Indenture and 8 3/8% Senior Notes due 2019" is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Contribution Agreement, upon closing of the Contribution, the Partnership issued to Eagle Rock 8,245,859 Common Units, as a portion of the total

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consideration. The Common Units were issued to Eagle Rock pursuant to a private placement conducted in accordance with the exemptions from the registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act and the regulations promulgated thereunder.

Pursuant to the Purchase Agreement, on July 1, 2014, the Partnership issued to ETE 16,491,717 Common Units, and used the net proceeds therefrom to finance a portion of the cash consideration payable to Eagle Rock pursuant to the Contribution Agreement. The Common Units were issued to ETE pursuant to a private placement conducted in accordance with the exemptions from the registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act and the regulations promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On July 1, 2014, the Partnership issued a press release announcing the completion of the Contribution Agreement, a copy of which is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

A copy of the press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor is it subject to the liabilities of that section. Neither the information contained in this Section 7.01 nor the information in the press release shall be deemed to be incorporated by reference into the filings of the Partnership under the Securities Act, except as specifically set forth with respect thereto in any such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(b) Pro Forma Financial Information.

The financial statements and pro forma financial information required to be filed under Item 9.01 of this Current Report on Form 8-K are included in the Partnership's Current Reports on Form 8-K/A filed with the SEC on January 24, 2014, March 14, 2014 and May 16, 2014.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act. Exhibit Number Description Exhibit 4.1 Indenture dated as of July 1, 2014 by and among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Exhibit 10.1 Registration Rights Agreement dated as of July 1, 2014 by and among Regency Energy Partners LP, Regency Energy Finance Corp., the guarantors party thereto and Barclays Capital Inc., as dealer-manager.



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Exhibit 10.2 Registration Rights Agreement dated as of July 1, 2014 by and between Regency Energy Partners LP and Eagle Rock Energy Partners, L.P. Exhibit 10.3 Common Unit Purchase Agreement dated as of July 1, 2014 by and between Regency Energy Partners LP and ETE Common Holdings, LLC. Exhibit 10.4 Registration Rights Agreement dated as of July 1, 2014 by and between Regency Energy Partners LP and ETE Common Holdings, LLC. Exhibit 99.1 Regency Energy Partners LP Press Release dated July 1, 2014.



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