Amendment No. 12 to Schedule 13D

0001193125-12-123190.txt : 20120320 0001193125-12-123190.hdr.sgml : 20120320 20120320140133 ACCESSION NUMBER: 0001193125-12-123190 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120320 DATE AS OF CHANGE: 20120320 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Regency Energy Partners LP CENTRAL INDEX KEY: 0001338613 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 161731691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81418 FILM NUMBER: 12703031 BUSINESS ADDRESS: STREET 1: 2001 BRYAN STREET STREET 2: SUITE 3700 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-750-1771 MAIL ADDRESS: STREET 1: 2001 BRYAN STREET STREET 2: SUITE 3700 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Regency LP Acquirer, L.P. CENTRAL INDEX KEY: 0001405078 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: (203) 961-5963 MAIL ADDRESS: STREET 1: 120 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13D/A 1 d318333dsc13da.htm AMENDMENT NO. 12 TO SCHEDULE 13D Amendment No. 12 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Regency Energy Partners LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

75885Y 10 7

(CUSIP Number)

Regency LP Acquirer, L.P.

c/o GE Energy Financial Services

General Electric Capital Corporation

General Electric Company

800 Long Ridge Road

Stamford, Connecticut 06927

Telephone: (203) 961-5963

Attn: General Counsel

Attn: Portfolio Manager

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 12, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 75885Y 10 7


1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Regency LP Acquirer, L.P.
2.	Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power - 0 -
		8.	Shared Voting Power 10,504,799
		9.	Sole Dispositive Power - 0 -
		10.	Shared Dispositive Power 10,504,799
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,504,799
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 6.7%¹
14.	Type of Reporting Person PN (Limited Partnership)

¹	The percentage is based upon 157,437,608 Common Units outstanding as of February 15, 2012, as reported in Issuer’s Annual Report on Form 10-K for the year ended December 31, 2011 (the Issuer’s “Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2012.

CUSIP No. 75885Y 10 7


1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) General Electric Capital Corporation
2.	Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power - 0 -
		8.	Shared Voting Power 10,504,799
		9.	Sole Dispositive Power - 0 -
		10.	Shared Dispositive Power 10,504,799
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,504,799
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 6.7%²
14.	Type of Reporting Person CO

²	The percentage is based upon 157,437,608 Common Units outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report.

CUSIP No. 75885Y 10 7


1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) General Electric Company
2.	Check the Appropriate Box if a Member of a Group (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power - 0 -
		8.	Shared Voting Power 10,504,799
		9.	Sole Dispositive Power - 0 -
		10.	Shared Dispositive Power 10,504,799
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,504,799
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 6.7%³
14.	Type of Reporting Person CO

³	The percentage is based upon 157,437,608 Common Units outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report.

This Amendment No. 12 to Schedule 13D (this “Amendment”) amends the Schedule 13D initially filed on June 28, 2007, the Amendment No. 1 to Schedule 13D filed on December 14, 2007, the Amendment No. 2 to Schedule 13D filed on January 10, 2008, the Amendment No. 3 to Schedule 13D filed on April 21, 2008, the Amendment No. 4 to Schedule 13D filed on March 11, 2009, the Amendment No. 5 to Schedule 13D filed on September 4, 2009, the Amendment No. 6 to Schedule 13D filed on May 13, 2010, the Amendment No. 7 to Schedule 13D filed on May 28, 2010, the Amendment No. 8 to Schedule 13D filed on October 27, 2010, the Amendment No. 9 to Schedule 13D filed on December 9, 2010, the Amendment No. 10 to Schedule 13D filed on June 30, 2011 and the Amendment No. 11 to Schedule 13D filed on March 19, 2012 (collectively, the “Schedule 13D”).

General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”) and Regency LP Acquirer, L.P., a Delaware limited partnership (“LP Holdings,” and together with GE and GECC, the “Reporting Persons”) are filing this Amendment to disclose the consummation of the sale by LP Holdings to Hipparchus Fund LP (“Hipparchus”), Magnetar Capital Fund II LP (“Magnetar II”) Magnetar Capital Fund LP (“Magnetar”) and MTP Energy Master Fund Ltd (“MTP” and together with Hipparchus, Magnetar II and Magnetar, the “Magnetar Purchasers”), of an aggregate 409,837 Common Units for total consideration of $10,000,022.80, which took place on March 12, 2012, as described in Item 4 below.

Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined have the meaning given to them in the Schedule 13D.

The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Amendment as Exhibit A (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

Item 4. Purpose of Transaction.

Item 4 is hereby amended by adding the following:

The following describes plans or proposals, that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:

(a) The Reporting Persons continue to be the beneficial owners of 10,504,799 Common Units following the closing of this transaction. On March 12, 2012, LP

Holdings sold to the Magnetar Purchasers an aggregate 409,837 Common Units for total consideration of $10,000,022.80 based upon terms as set forth in the term sheet filed as Exhibit B hereto.

(b) None.

(d) None.

(e) None.

(f) None.

(g) None.

(h) None.

(i) None.

(j) Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Amendment, any plans or proposals that relate to or result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)-(b) (i) LP Holdings is the sole record owner of, and has the sole power to vote and dispose of 10,504,799 Common Units. These units represent 6.7% of the outstanding Common Units based upon 157,437,608 Common Units outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report.

(ii) Neither GECC nor GE directly own any Common Units. By virtue of their indirect ownership interests in LP Holdings, GECC and GE may each be deemed to possess sole voting and dispositive powers with respect to the 10,504,799 Common Units held by LP Holdings.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following to the end thereof:

The sale of 409,837 Common Units to the Magnetar Purchasers for total consideration of $10,000,022.80 was based on the terms filed as Exhibit B hereto.

Item 7. Material to be filed as Exhibits.

Exhibit A — Joint Filing Agreement*

Exhibit B — Term Sheet by and among Regency LP Acquirer, L.P., Hipparchus Fund LP, Magnetar Capital Fund II LP, Magnetar Capital Fund LP and MTP Energy Master Fund Ltd*

*	Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 16, 2012


Regency LP Acquirer, L.P.

By:	EFS Regency GP Holdco II, LLC

Its:	General Partner

By:	Aircraft Services Corporation

	its Managing Member

	By:	/s/ J. Alex Urquhart
	Name:	J. Alex Urquhart
	Title:	Authorized Signatory

General Electric Capital Corporation

	By:	/s/ J. Alex Urquhart
	Name:	J. Alex Urquhart
	Title:	Authorized Signatory

General Electric Company

	By:	/s/ J. Alex Urquhart
	Name:	J. Alex Urquhart
	Title:	Vice President, General Electric Company

EX-99.A 2 d318333dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i)

Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii)

Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: March 16, 2012

[Signature Pages Follow]


Regency LP Acquirer, L.P.

By:	EFS Regency GP Holdco II, LLC

Its:	General Partner

By:	Aircraft Services Corporation

	its Managing Member

	By:	/s/ J. Alex Urquhart
	Name:	J. Alex Urquhart
	Title:	Authorized Signatory

General Electric Capital Corporation

	By:	/s/ J. Alex Urquhart
	Name:	J. Alex Urquhart
	Title:	Authorized Signatory

General Electric Company

	By:	/s/ J. Alex Urquhart
	Name:	J. Alex Urquhart
	Title:	Vice President, General Electric Company

EX-99.B 3 d318333dex99b.htm TERM SHEET BY AND AMONG REGENCY LP ACQUIRER Term Sheet by and among Regency LP Acquirer

Exhibit B

REGENCY ENERGY PARTNERS L.P.

COMMON UNIT SALE


Seller:	Regency LP Acquirer, L.P.
Purchasers:
	Hipparchus Fund LP	$	339,989.60	(13,934 units	)
	Magnetar Capital Fund II LP	$	2,220,009.60	(90,984 units	)
	Magnetar Capital Fund LP	$	390,009.60	(15,984 units	)
	MTP Energy Master Fund Ltd	$	7,050,014.00	(288,935 units	)

	Total	$	10,000,022.80	(409,837 units	)

Amount:	$10,000,022.80

Closing Date:	March 12, 2012

Purchase Unit Price:	$24.40 per Common Unit equal to (A) the volume weighted average closing price of Common Units listed and traded on the NYSE Technologies Global Market, as reported by Bloomberg L.P. on page 1 of screen “VWAP” for a five (5) trading day period, consisting of the five (5) trading days immediately prior to March 9, 2012, multiplied by (B) 0.9541.

Discount:	4.59%

Number of Units:	409,837 units based on $10,000,022.80 divided by the Purchase Unit Price.

Delivery:	Common Unit transfer between brokers (UBS, on behalf of the seller, and Credit Suisse Securities or other brokers designated by Purchasers, on behalf of the Purchasers).

Representations and Warranties	Purchasers acknowledge that Seller and its affiliates may possess material non-public information not known to you regarding or relating to Regency Energy Partners, L.P., including, but not limited to, information concerning the business, financial condition, results of operations, prospects or restricting plans of Regency and Purchasers acknowledge that they have not requested any such information and agree that neither Seller nor its affiliates shall have any liability whatsoever (and you hereby waive and release all claims they otherwise have) with respect to the nondisclosure of any such information, whether before or after the date hereof. To the knowledge of Seller, the Units are listed on the NYSE Technologies Global Market and there is no notice of impending or threatened de-listing. This sale is made pursuant to the Registration Statement which is effective on the date hereof.

Definitions	Registration Statement means Recency’s registration statement (File No. 333-169307) on Form S-3 filed with the Commission on September 10, 2010, as supplemented or amended prior to the execution of this Agreement and declared effective on October 15, 2010.

IN WITNESS WHERE OF, the parties hereto execute this agreement, effective as of the date first above written.


HIPPARCHUS FUND LP

By:		Magnetar Financial LLC, its general partner

By:		/s/ Douglas Litowitz
Name:		Douglas Litowitz
Title:		Counsel

MAGNETAR CAPITAL FUND, LP

By:		Magnetar Financial LLC, its general partner

By:		/s/ Douglas Litowitz
Name:		Douglas Litowitz
Title:		Counsel

MAGNETAR CAPITAL FUND II LP

By:		Magnetar Financial LLC, its general partner

By:		/s/ Douglas Litowitz
Name:		Douglas Litowitz
Title:		Counsel

MTP ENERGY MASTER FUND LTD

By:		MTP Energy Management LLC, its investment manager
By:		Magnetar Financial LLC, its sole member

By:		/s/ Douglas Litowitz
Name:		Douglas Litowitz
Title:		Counsel


REGENCY LP ACQUIRER, L.P.

By:		EFS Regency GP Holdco II, LLC

Its:		General Partner

By:		Aircraft Services Corporation

Its:		Managing Member

By:		/s/ Tyson Yates
Name:		Tyson Yates
Title:		Vice President