sv3za
As filed with the Securities and Exchange Commission on
July 17, 2007
Registration
No. 333-141809
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Amendment No. 5
to
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Regency Energy Partners
LP
Regency Energy Finance
Corp.
(and certain subsidiaries identified in footnote (*)
below)
(Exact name of registrant as
specified in its charter)
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Delaware
Delaware
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16-1731691
38-3747282
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1700 Pacific,
Suite 2900
Dallas, Texas 75201
(214) 750-1771
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
William E.
Joor III
Regency GP LLC
1700 Pacific,
Suite 2900
Dallas, Texas 75201
(214) 750-1771
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
Dan A. Fleckman
Vinson & Elkins
L.L.P.
First City Tower
1001 Fannin Street,
Suite 2500
Houston, Texas
77002-6760
(713) 758-2222
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this registration statement as determined by market
conditions and other factors.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this form are being
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, please check the following
box. þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box o
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box. o
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission
acting pursuant to said 8(a), may determine.
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* |
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The following are co-registrants that may guarantee the debt
securities. |
Regency
Gas Services LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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03-0516215
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
OLP GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-4188520
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Intrastate Gas, LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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32-0077616
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Midcon Gas LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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86-1061643
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Liquids Pipeline LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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32-0077619
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Gas Gathering and Processing LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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32-0077618
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Waha GP, LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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38-3697585
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
NGL GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-0941731
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Gas Marketing GP, LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-1005445
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Waha LP, LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-0749513
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
NGL Marketing LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-0941662
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Gas Marketing LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-1005447
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Gas Services Waha LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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20-0750124
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
TS GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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37-1540711
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
FS GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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74-3138090
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
GU GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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74-3138092
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Guarantor GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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34-2057138
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Operating GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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34-2057140
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
TS Acquisition GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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34-2057145
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
FN GP LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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74-3138095
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
TGG LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Texas
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20-0330629
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
TS Acquisition LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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34-2057145
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Eastex Protreat I LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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75-3216838
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Eastex Protreat II LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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75-3216839
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Field Services LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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35-2270502
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Frio Newline LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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26-0103023
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Gas Utility LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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26-0103022
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Guarantor LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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34-2057138
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Operating LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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34-2057141
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Eastex Newline LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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75-3216837
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
FS LP
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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75-3165677
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Gulf
States Transmission Corporation
(Exact
Name of Registrant As Specified In Its Charter)
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Louisiana
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72-1146059
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Gas Company Ltd.
(Exact
Name of Registrant As Specified In Its Charter)
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Texas
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75-3016693
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Pipeline Company Inc.
(Exact
Name of Registrant As Specified In Its Charter)
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Texas
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74-3016692
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Palafox
Joint Venture
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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74-3017118
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Pueblo
Holdings, Inc.
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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83-0477804
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Regency
Oil Pipeline LLC
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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74-3216337
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Pueblo
Midstream Gas Corporation
(Exact
Name of Registrant As Specified In Its Charter)
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Texas
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76-0645929
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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Pueblo
Energy Marketing Inc.
(Exact
Name of Registrant As Specified In Its Charter)
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Texas
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20-0256268
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
Number)
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EXPLANATORY
NOTE
This Amendment No. 5 to the Registration Statement on
Form S-3
of Regency Energy Partners LP and Regency Energy Finance Corp.
(File
No. 333-141809)
is being filed solely to update the information set forth in
Part II of the Registration Statement.
PART II
Information
not required in the Prospectus
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth the estimated expenses in
connection with the distribution of the securities covered by
this registration statement of which this prospectus is a part.
We will bear all of these expenses.
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Registration fee under the
Securities Act
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$
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30,700
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Printing and engraving expenses*
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$
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30,000
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Legal fees and expenses*
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$
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85,000
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Accounting fees and expenses*
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$
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50,000
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Miscellaneous*
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$
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20,000
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Total
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$
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215,700
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* |
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Estimated solely for the purpose of this Item. Actual expenses
may be more or less. |
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Item 15.
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Indemnification
of Officers and Directors.
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Regency
Energy Partners LP
The section of the prospectus entitled “The Partnership
Agreement — Indemnification” discloses that we will
generally indemnify officers, directors and affiliates of the
general partner to the fullest extent permitted by the law
against all losses, claims, damages or similar events and is
incorporated herein by this reference. Subject to any terms,
conditions or restrictions set forth in the partnership
agreement,
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act empowers
a Delaware limited partnership to indemnify and hold harmless
any partner or other persons from and against all claims and
demands whatsoever.
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Exhibit
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Number
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Description
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1
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.1**
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Form of Underwriting Agreement.
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3
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.1†
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Certificate of Incorporation of
Regency Energy Finance Corp.
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3
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.2†
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Bylaws of Regency Energy Finance
Corp.
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4
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.1†
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Form of Senior Indenture.
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4
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.2†
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Form of Subordinated Indenture.
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4
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.3**
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Form of Debt.
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4
|
.4
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Fourth Amended and Restated
Agreement of Limited Partnership of Regency Energy Partners LP
dated as of February 15, 2006 (incorporated by reference to
Exhibit 3.1 to our current report on
Form 8-K
filed February 9, 2006).
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4
|
.5
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Amendment No. 1 to Amended
and Restated Agreement of Limited Partnership of Regency Energy
Partners LP (incorporated by reference to Exhibit 3.1 to our
current report on
Form 8-K
filed August 15, 2006).
|
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4
|
.6
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Amendment No. 2 to Amended
and Restated Agreement of Limited Partnership of Regency Energy
Partners LP (incorporated by reference to Exhibit 3.1 to our
current report on
Form 8-K
filed September 22, 2006).
|
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4
|
.7
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Form of Specimen Certificate
Evidencing Units Representing Limited Partnership Interests in
Regency Energy Partners LP (incorporated by reference to Exhibit
4.1 to our Registration Statement on
Form S-1/A
filed January 24, 2006, File No.
333-129623).
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4
|
.8
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Registration Rights Agreement,
dated as of September 21, 2006, among Regency Energy
Partners LP and Kayne Anderson MLP Investment Company, Lehman
Brothers MLP Partners, L.P., GPS Income Fund LP, GPS High Yield
Equities Fund LP, GPS Income Fund (Cayman) Ltd. and RCH Energy
MLP Fund, LP (incorporated by reference to Exhibit 4.1 to our
current report on
Form 8-K
filed September 22, 2006).
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II-1
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Exhibit
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Number
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Description
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4
|
.9†
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Registration Rights Agreement,
dated as of August 15, 2006, among Regency Energy Partners
LP and Flatrock Production Company, LLC, P. Scott Martin,
Phillip M. Mezey, Don E. Cole, Clay Y. Smith, Thomas H. Flowers,
Eric S. Friedrichs, Dorothy L. McCoppin, Mark A. Norville, David
S. O’Dell and the Estate of Martin H. Zolkoski.
|
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4
|
.10
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Stock Purchase Agreement, dated as
of April 2, 2007, by and among the Regency Energy Partners
LP, Pueblo Holdings, Inc., Bear Cub Investments, LLC, the
members of Bear Cub Investments, LLC and Robert J. Clark, as
Sellers’ Representative (incorporated by reference to
Exhibit 2.1 to our current report on
form 8-K
filed April 3, 2007).
|
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4
|
.11
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Registration Rights Agreement,
dated as of April 2, 2007, by and among Regency Energy
Partners LP and the members of Bear Cub Investments, LLC
(incorporated by reference to Exhibit 10.1 to our current report
on
form 8-K
filed April 3, 2007).
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4
|
.12
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Indenture for
83/8%
Senior Notes due 2013, together with the global note
(incorporated by reference to Exhibit 4.2 of our Annual
Report on Form 10-K for the year ended December 31,
2006).
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4
|
.13
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Amendment Agreement No. 2 to
our Fourth Amended and Reinstated Credit Agreement dated
June 29, 2007 (incorporated by reference to
Exhibit 99.1 of our Current Report on Form 8-K filed
on July 3, 2007).
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5
|
.1†
|
|
Opinion of Vinson &
Elkins L.L.P. regarding the legality of certain securities.
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5
|
.2†
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Opinion of Kean Miller Hawthorne
D’Armond McCowan & Jarman, LLP regarding the legality
of certain guarantees.
|
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8
|
.1†
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|
Opinion of Vinson &
Elkins L.L.P. regarding tax matters.
|
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12
|
.1
|
|
Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 to our Annual Report
on
Form 10-K
for the year ended December 31, 2006).
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23
|
.1†
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Consent of Deloitte &
Touche LLP.
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23
|
.2†
|
|
Consent of Vinson &
Elkins L.L.P. (included in Exhibit 5.1).
|
|
|
23
|
.3†
|
|
Consent of Vinson &
Elkins L.L.P. (included in Exhibit 8.1).
|
|
|
23
|
.4†
|
|
Consent of Kean Miller Hawthorne
D’Armond McCowan & Jarman LLP (included in Exhibit
5.2).
|
|
|
23
|
.5†
|
|
Consent of Deloitte & Touche
LLP.
|
|
|
24
|
.1†
|
|
Powers of Attorney (contained on
signature pages).
|
|
|
25
|
.1**
|
|
Form T-1
Statement of Eligibility and Qualification respecting the Senior
Indenture.
|
|
|
25
|
.2**
|
|
Form T-1
Statement of Eligibility and Qualification respecting the
Subordinated Indenture.
|
|
|
|
|
† |
|
Previously filed. |
| |
|
* |
|
Filed herewith. |
| |
|
** |
|
To be filed by amendment or as an exhibit to a current report on
Form 8-K
of the registrant. |
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes
II-2
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement;
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to the information
in this registration statement;
provided, however, that paragraphs A(l)(a) and A(l)(b)
above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each of the post-effective amendments
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act to any purchaser:
(a) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(b) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
II-3
(c) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(d) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of its annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the provisions
described in Item 15 above, or otherwise, the registrant
has been advised that in the opinion of the SEC that
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against any liability (other
than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by a director, officer, or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether indemnification by
it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of the issue.
D. The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus or any prospectus supplement filed as part of this
registration statement in reliance on Rule 430A and
contained in a form of prospectus or prospectus supplement filed
by the registrant pursuant to Rule 424(b)( 1) or
(4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus or prospectus supplement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Registration Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on
July 17, 2007.
REGENCY ENERGY
PARTNERS LP
|
|
|
| |
By:
|
Regency GP LP,
its general partner
|
| |
| |
By:
|
Regency GP LLC,
its general partner
|
| |
| |
By:
|
/s/ James
W. Hunt
|
Name: James W. Hunt
|
|
|
| |
Title:
|
Chairman, President and Chief Executive
|
Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and the dates
indicated.
| |
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ James
W. Hunt
James
W. Hunt
|
|
Chairman, President, Chief
Executive
Officer (Principal Executive Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Stephen
L. Arata
Stephen
L. Arata
|
|
Executive Vice President andChief
Financial Officer(Principal Financial Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Lawrence
B. Connors
Lawrence
B. Connors
|
|
Vice President, Finance and
Accounting (Principal Accounting Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
*
James
F. Burgoyne
|
|
Director
|
|
July 17, 2007
|
|
|
|
|
|
|
|
*
Daniel
R. Castagnola
|
|
Director
|
|
July 17, 2007
|
|
|
|
|
|
|
|
*
A.
Dean Fuller
|
|
Director
|
|
July 17, 2007
|
|
|
|
|
|
|
|
*
Paul
J. Halas
|
|
Director
|
|
July 17, 2007
|
|
|
|
|
|
|
|
Mark
T. Mellana
|
|
Director
|
|
July 17, 2007
|
II-5
| |
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
Brian
P. Ward
|
|
Director
|
|
July 17, 2007
|
|
|
|
|
|
|
|
*
J.
Otis Winters
|
|
Director
|
|
July 17, 2007
|
|
|
|
| *By:
|
/s/ Stephen
L. Arata
|
|
Stephen L. Arata
Attorney-in-Fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY ENERGY
FINANCE CORP.
Name: James W. Hunt
|
|
|
| |
Title:
|
Chairman and President
|
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and the dates
indicated.
| |
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ James
W. Hunt
James
W. Hunt
|
|
Chairman and President (Principal
Executive Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Stephen
L. Arata
Stephen
L. Arata
|
|
Vice President, Director
(Principal Financial Officer and Principal Accounting Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Richard
D. Moncrief
Richard
D. Moncrief
|
|
Vice President, Director
|
|
July 17, 2007
|
|
|
|
|
|
|
William
E. Joor III
|
|
Vice President and Secretary,
Director
|
|
July 17, 2007
|
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY WAHA LP, LLC
REGENCY NGL GP, LLC
REGENCY GAS MARKETING GP LLC
REGENCY WAHA GP, LLC
REGENCY INTRASTATE GAS, LLC
REGENCY MIDCON GAS LLC
REGENCY LIQUIDS PIPELINE LLC
REGENCY GAS GATHERING AND PROCESSING LLC
REGENCY FN GP LLC
REGENCY FS GP LLC
REGENCY GUARANTOR GP LLC
REGENCY GU GP LLC
REGENCY OPERATING GP LLC
REGENCY PIPELINE COMPANY INC.
REGENCY TGG LLC
REGENCY TS GP LLC
REGENCY TS ACQUISITION GP LLC
PUEBLO HOLDINGS, INC.
PUEBLO MIDSTREAM GAS CORPORATION
PUEBLO ENERGY MARKETING INC.
REGENCY OIL PIPELINE LLC
Name: James W. Hunt
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and the dates
indicated.
| |
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ James
W. Hunt
James
W. Hunt
|
|
President
(Principal Executive Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Stephen
Arata
Stephen
Arata
|
|
Vice President, Director
(Principal Financial Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Lawrence
B. Connors
Lawrence
B. Connors
|
|
Vice President, Director
(Principal Accounting Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Richard
D. Moncrief
Richard
D. Moncrief
|
|
Vice President, Director
|
|
July 17, 2007
|
|
|
|
|
|
|
William
E. Joor III
|
|
Vice President and Secretary,
Director
|
|
July 17, 2007
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
Name: James W. Hunt
|
|
|
| |
Title:
|
Chairman and President
|
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and the dates
indicated.
| |
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ James
W. Hunt
James
W. Hunt
|
|
Chairman and President
(Principal Executive Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Stephen
L. Arata
Stephen
L. Arata
|
|
Vice President, Director
(Principal Financial Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Lawrence
B. Connors
Lawrence
B. Connors
|
|
Vice President
(Principal Accounting Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Richard
D. Moncrief
Richard
D. Moncrief
|
|
Vice President, Director
|
|
July 17, 2007
|
|
|
|
|
|
|
William
E. Joor III
|
|
Vice President and Secretary,
Director
|
|
July 17, 2007
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY EASTEX NEWLINE LP
REGENCY EASTEX PROTREAT I LP
REGENCY EASTEX PROTREAT II LP
|
|
|
| |
By:
|
REGENCY
OPERATING GP LLC, its General Partner
|
Name: James W. Hunt
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY FRIO NEWLINE LP
By: REGENCY FN GP LLC, its General Partner
Name: James W. Hunt
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
By: REGENCY FS GP LLC, its General Partner
Name: James W. Hunt
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
By: REGENCY GU GP LLC, its General Partner
Name: James W. Hunt
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
|
|
|
| |
By:
|
REGENCY GUARANTOR GP LLC,
|
its General Partner
Name: James W. Hunt
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY FIELD
SERVICES LP
By: REGENCY TS GP LLC, its General Partner
Name: James W. Hunt
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
|
|
|
| |
By:
|
REGENCY OPERATING GP LLC,
|
its General Partner
Name: James W. Hunt
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY TS
ACQUISITION LP
|
|
|
| |
By:
|
REGENCY TS ACQUISITION GP LLC,
its General Partner
|
Name: James W. Hunt
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY GAS COMPANY LTD.
|
|
|
| |
By:
|
REGENCY PIPELINE COMPANY INC.,
its General Partner
|
Name: James W. Hunt
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
|
|
|
| |
By:
|
REGENCY NGL GP LLC, its General Partner
|
Name: James W. Hunt
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
|
|
|
| |
By:
|
REGENCY GAS MARKETING GP LLC,
its General Partner
|
Name: James W. Hunt
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
|
|
|
| |
By:
|
REGENCY OLP GP LLC, its General Partner
|
Name: James W. Hunt
|
|
|
| |
Title:
|
President and Chief Executive Officer
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
REGENCY GAS SERVICES WAHA LP.
|
|
|
| |
By:
|
REGENCY WAHA GP LLC, its General Partner
|
Name: James W. Hunt
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
PALAFOX JOINT VENTURE
By: REGENCY GAS COMPANY LTD.,
its Venturer
|
|
|
| |
By:
|
REGENCY PIPELINE COMPANY INC.,
its General Partner
|
Name: James W. Hunt
By: REGENCY GAS SERVICES LP,
its Venturer
|
|
|
| |
By:
|
REGENCY OLP GP LLC,
its General Partner
|
Name: James W. Hunt
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, Texas, on July 17, 2007.
GULF STATES TRANSMISSION CORPORATION
|
|
|
| |
By:
|
/s/ James
W. Hunt
Name: James
W. Hunt
Title: President
|
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and the dates
indicated.
| |
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ James
W. Hunt
James
W. Hunt
|
|
President
(Principal Executive Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Stephen
Arata
Stephen
Arata
|
|
Vice President, Director
(Principal Financial Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
|
/s/ Lawrence
B. Connors
Lawrence
B. Connors
|
|
Vice President, Director
(Principal Accounting Officer)
|
|
July 17, 2007
|
|
|
|
|
|
|
William
E. Joor III
|
|
Vice President and Secretary,
Director
|
|
July 17, 2007
|
II-24
EXHIBIT INDEX
| |
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
1
|
.1**
|
|
Form of Underwriting Agreement.
|
|
|
3
|
.1†
|
|
Certificate of Incorporation of
Regency Energy Finance Corp.
|
|
|
3
|
.2†
|
|
Bylaws of Regency Energy Finance
Corp.
|
|
|
4
|
.1†
|
|
Form of Senior Indenture.
|
|
|
4
|
.2†
|
|
Form of Subordinated Indenture.
|
|
|
4
|
.3**
|
|
Form of Debt.
|
|
|
4
|
.4
|
|
Fourth Amended and Restated
Agreement of Limited Partnership of Regency Energy Partners LP
dated as of February 15, 2006 (incorporated by reference to
Exhibit 3.1 to our current report on
Form 8-K
filed February 9, 2006).
|
|
|
4
|
.5
|
|
Amendment No. 1 to Amended
and Restated Agreement of Limited Partnership of Regency Energy
Partners LP (incorporated by reference to Exhibit 3.1 to our
current report on
Form 8-K
filed August 15, 2006).
|
|
|
4
|
.6
|
|
Amendment No. 2 to Amended
and Restated Agreement of Limited Partnership of Regency Energy
Partners LP (incorporated by reference to Exhibit 3.1 to our
current report on
Form 8-K
filed September 22, 2006).
|
|
|
4
|
.7
|
|
Form of Specimen Certificate
Evidencing Units Representing Limited Partnership Interests in
Regency Energy Partners LP (incorporated by reference to Exhibit
4.1 to our Registration Statement on
Form S-1/A
filed January 24, 2006, File No.
333-129623).
|
|
|
4
|
.8
|
|
Registration Rights Agreement,
dated as of September 21, 2006, among Regency Energy
Partners LP and Kayne Anderson MLP Investment Company, Lehman
Brothers MLP Partners, L.P., GPS Income Fund LP, GPS High Yield
Equities Fund LP, GPS Income Fund (Cayman) Ltd. and RCH Energy
MLP Fund, LP (incorporated by reference to Exhibit 4.1 to our
current report on
Form 8-K
filed September 22, 2006).
|
|
|
4
|
.9†
|
|
Registration Rights Agreement,
dated as of August 15, 2006, among Regency Energy Partners
LP and Flatrock Production Company, LLC, P. Scott Martin,
Phillip M. Mezey, Don E. Cole, Clay Y. Smith, Thomas H. Flowers,
Eric S. Friedrichs, Dorothy L. McCoppin, Mark A. Norville, David
S. O’Dell and the Estate of Martin H. Zolkoski.
|
|
|
4
|
.10
|
|
Stock Purchase Agreement, dated as
of April 2, 2007, by and among the Regency Energy Partners
LP, Pueblo Holdings, Inc., Bear Cub Investments, LLC, the
members of Bear Cub Investments, LLC and Robert J. Clark, as
Sellers’ Representative (incorporated by reference to
Exhibit 2.1 to our current report on
form 8-K
filed April 3, 2007).
|
|
|
4
|
.11
|
|
Registration Rights Agreement,
dated as of April 2, 2007, by and among Regency Energy
Partners LP and the members of Bear Cub Investments, LLC
(incorporated by reference to Exhibit 10.1 to our current report
on
form 8-K
filed April 3, 2007).
|
|
|
4
|
.12
|
|
Indenture for
83/8%
Senior Notes due 2013, together with the global note
(incorporated by reference to Exhibit 4.2 of our Annual
Report on Form 10-K for the year ended December 31,
2006).
|
|
|
4
|
.13
|
|
Amendment Agreement No. 2 to
our Fourth Amended and Reinstated Credit Agreement dated
June 29, 2007 (incorporated by reference to
Exhibit 99.1 of our Current Report on Form 8-K filed
on July 3, 2007).
|
|
|
5
|
.1†
|
|
Opinion of Vinson &
Elkins L.L.P. regarding the legality of certain securities.
|
|
|
5
|
.2†
|
|
Opinion of Kean Miller Hawthorne
D’Armond McCowan & Jarman, LLP regarding the
legality of certain guarantees.
|
|
|
8
|
.1†
|
|
Opinion of Vinson &
Elkins L.L.P. regarding tax matters.
|
|
|
12
|
.1
|
|
Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12.1 to our Annual Report
on
Form 10-K
for the year ended December 31, 2006).
|
|
|
23
|
.1†
|
|
Consent of Deloitte &
Touche LLP.
|
|
|
23
|
.2†
|
|
Consent of Vinson &
Elkins L.L.P. (included in Exhibit 5.1).
|
|
|
23
|
.3†
|
|
Consent of Vinson &
Elkins L.L.P. (included in Exhibit 8.1).
|
|
|
23
|
.4†
|
|
Consent of Kean Miller Hawthorne
D’Armond McCowan & Jarman, LLP (included in
Exhibit 5.2).
|
|
|
23
|
.5†
|
|
Consent of Deloitte & Touche
LLP.
|
| |
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
24
|
.1†
|
|
Powers of Attorney (contained on
signature pages).
|
|
|
25
|
.1**
|
|
Form T-1
Statement of Eligibility and Qualification respecting the Senior
Indenture.
|
|
|
25
|
.2**
|
|
Form T-1
Statement of Eligibility and Qualification respecting the
Subordinated Indenture.
|
|
|
|
|
† |
|
Previously filed. |
| |
|
* |
|
Filed herewith. |
| |
|
** |
|
To be filed by amendment or as an exhibit to a current report on
Form 8-K
of the registrant. |