Item  1.01. Entry into a Material Definitive Agreement.

     On July 25, 2008, Regency Energy Partners LP (the “Partnership”) entered into two privately negotiated Common Unit Purchase Agreements (collectively, the “Purchase Agreements”) with Regency LP Acquirer, L.P., Jennison Utility Fund, a series of the Jennison Sector Funds, Inc., Jennison Equity Income Fund, a series of the Strategic Partners Mutual Funds, Inc., KA First Reserve, LLC, Kayne Anderson Energy Total Return Fund, Inc., Lehman Brothers MLP Opportunity Fund, L.P., William Herbert Hunt Trust Estate, RCH Energy MLP Fund, L.P., RCH Energy Opportunity Fund II, L.P., RCH Energy Opportunity Fund III, L.P., Swank MLP Convergence Fund, LP, The Cushing MLP Opportunity Fund I, LP, The Cushing MLP Total Return Fund, Bel Air MLP Energy Infrastructure Fund, LP and Neuberger Berman, LLC (collectively, the “Purchasers”) to issue and sell an aggregate of approximately 9,020,909 million common units representing limited partner interests of the Partnership (the “Common Units”) for an aggregate purchase price of approximately $200 million (the “Offering”). The Common Units sold in the Offering were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-141809), which was declared effective by the Securities and Exchange Commission on July 23, 2007. The Offering is expected to close on August 1, 2008.

     The purchase price was negotiated by the Partnership and the Purchasers in an arms-length negotiation based on the market price of the Common Units.  Net proceeds to the Partnership from the Offering, including the general partner’s proportionate capital contribution and expenses associated with the sale, are expected to be approximately $204 million. The Purchase Agreements were entered into primarily to repay indebtedness under the Partnership’s revolving credit agreement and to fund growth capital expenditures.

     Each of the Purchasers, other than Neuberger Berman, LLC, has agreed not to sell or otherwise transfer the purchased Common Units for a period of 90 days after the closing of the Offering.

     The description of the Purchase Agreements above does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

     On July 25, 2008, the Partnership issued a press release announcing that it had entered into the Purchase Agreements with the Purchasers. A copy of the press release is furnished as an Exhibit to this Current Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information set forth in this Item 7.01 and in the attached Exhibit 99.1 are deemed to be furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.


Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

 
 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
REGENCY ENERGY PARTNERS LP
 
 
 By: Regency GP LP, its general partner
 By: Regency GP LLC, its general partner
  
  
  
 
By:  
/s/ Dan A. Fleckman    
  
   
Dan A. Fleckman
  
   
Executive Vice President and Chief Legal Officer   
  
 
July 25, 2008