UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 3,
2007 (June 29, 2007)
REGENCY ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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| DELAWARE
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0001-338613
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16-1731691 |
| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
1700 Pacific, Suite 2900
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (214) 750-1771
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
Any
capitalized terms included herein without definition have the meaning
ascribed to them in the Credit Facility (as described below), which is filed as Exhibit
4.1 to the Current Report on Form 8-K dated August 14, 2006.
Credit Agreement Financial Covenants:
The Fourth Amended and Restated Credit Agreement dated as of December 1, 2004 and amended and
restated as of July 26, 2005, November 30, 2005, February 3, 2006 and August 15, 2006 between
Regency Gas Services LP, a subsidiary of the registrant, as borrower, the registrant and the other
guarantors named therein and, among others, the lenders named therein (the “Credit Facility”)
contains the following provisions:
[U]nless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will
they [sic] cause or permit any Subsidiaries to:
(a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, for the last
day of any Test Period (i) ending during a Specified Period, to exceed 5.75 to 1.0 and (ii) ending
at any other time, to exceed 5.25 to 1.0.
(b) Minimum Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio, for the last day of any Test Period, to be less than 2.75 to 1.0.
Amendment and Waiver
Pending the recent transaction pursuant to which General Electric Energy Financial Services
acquired control of the registrant (see Current Report on Form 8-K dated June 19, 2007), the
registrant deferred plans for an equity offering. As a result, management became concerned that at
June 30, 2007, the registrant’s Total Leverage Ratio might be more, and its Consolidated Interest
Coverage Ratio might be less, than the amounts required under the above described provision of the
Credit Facility. Accordingly, management sought and obtained an amendment and waiver of those
provisions which provides, in general, that no Loan Party will permit:
(i) The Total Leverage Ratio at the end of any Test Period (i) up to and including
December 31, 2007 to exceed 6.0 to 1.0, unless the borrower and its subsidiaries have
received at least $75 million in net cash proceeds from the issuance and sale after the date
of the amendment and waiver of equity interests in borrower, in which event it may not
exceed 5.75 to 1.0, (ii) ending after December 31, 2007 and during certain specified
periods (following completion of projects), to exceed 5.75 to 1.0 and (iii) ending at any
other time, to exceed 5.25 to 1.0;
and
(ii) the Consolidated Interest Coverage Ratio for the last day of any Test Period up to and
including December 31, 2007 to be less than 2.50 to 1.0 or thereafter to be less than 2.75 to 1.0.
Management of the registrant believes that the registrant will be in compliance with the
amended financial covenants at June 30, 2007 and expects that it will be in compliance with them
at the end of each of the third and fourth quarters of fiscal 2007.