form10qa.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 2)


[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 OR

[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO _________________.


Commission file number 001-51757


REGENCY ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)

Delaware                                                                                                   16-1731691
                  (State or other jurisdiction of                                                                          (IRS Employer Identification No.)
incorporation or organization)                                                                                                            

   2001 Bryan Street, Suite 3700
Dallas, Texas                                                                                               75201
          (Address of principal executive offices)                                                                     (ZIP Code)

(214) 750-1771
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [   ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer [X]   Accelerated filer [   ]   Non-accelerated filer [   ]   Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]   No [X]

The issuer had 54,796,675 common units, 7,276,506 Class D common units, and 19,103,896 subordinated units outstanding as of August 4, 2008.



 
 
 

Explanatory Note

Regency Energy Partners LP. (the “Partnership”) filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 with the Securities and Exchange Commission on August 11, 2008 (“Original Filing”). The Company is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment”) to (i) indicate by check mark on the cover of the Amendment that the Partnership has not filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (ii) amend Item 5(a) of Part II to disclose information relating to information that was required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q, but which was not timely reported on a Form 8-K during that period and (iii) amend Item 6 to include Exhibit 3.2, Amendment No. 6 to the Fourth Amended and Restated Credit Agreement dated as of August 15, 2006, which is incorporated by reference from the late Form 8-K discussed in (ii) above.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment contains only the changes noted above.  Those sections or exhibits of the Original Filing that are unaffected by this Amendment are not included herein.

This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

PART II – OTHER INFORMATION

Item 5. Other Information

On May 9, 2008, the general partner of the Partnership executed Amendment No. 6 to the Fourth Amended and Restated Credit Agreement dated as of August 15, 2006 (the “Amendment”), to be effective as of May 9, 2008.  The Amendment was required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q, which was not reported during this period, but filed on October 16, 2008.

The Amendment changes the definition of a joint venture to allow the Partnership to enter into a certain joint venture. Further, the definition of a subsidiary is amended to provide that such joint venture shall not be a subsidiary. The Amendment is not expected to materially change the financial covenants contained within the Credit Agreement or the Partnership’s compliance therewith.  A copy of the Amendment is filed as an exhibit to the Partnership’s Current Report on Form 8-K dated October 16, 2008 and is incorporated into this Form 10-Q by reference as Exhibit 3.2.


Item 6.  Exhibits

The following is a list of exhibits filed as part of this Form 10-Q/A.  Where so indicated, exhibits, which were previously filed, are incorporated herein by reference.

Exhibit
Number
Description
3.1
Amendment No. 5 to the Amended and Restated Partnership Agreement of Regency Energy Partners LP, incorporated by reference hereto from the Current Report on Form 8-K filed on August 27, 2008
3.2
Amendment No. 6 to the Fourth Amended and Restated Credit Agreement dated as of August 15, 2006, incorporated by reference hereto from the Current Report on Form 8-K filed on October 16, 2008
10.1
Consulting Services Agreement with William E. Joor III
12.1
Computation of Ratio of Earnings to Fixed Charges
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1*
Section 1350 Certifications of Chief Executive Officer
32.2*
Section 1350 Certifications of Chief Financial Officer
99.1
Regency GP LP Unaudited Condensed Consolidated Balance Sheet as of June 30, 2008
__________
        
*Filed herewith


 
 
 

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, thereunto duly authorized.


     
   
REGENCY ENERGY PARTNERS LP
     
   
By: Regency GP LP, its general partner
     
   
By: Regency GP LLC, its general partner
     
     
October 16, 2008
  
/s/ Lawrence B. Connors
   
Lawrence B. Connors
   
Senior Vice President, Finance and Chief Accounting Officer (Duly Authorized Officer)


 
 
 

EXHIBIT INDEX

Exhibit
Number                                                                                                                                     Description
3.1
Amendment No. 5 to the Amended and Restated Partnership Agreement of Regency Energy Partners LP, incorporated by reference hereto from the Current Report on Form 8-K filed on August 27, 2008
3.2
Amendment No. 6 to the Fourth Amended and Restated Credit Agreement dated as of August 15, 2006, incorporated by reference hereto from the Current Report on Form 8-K filed on October 16, 2008
10.1
Consulting Services Agreement with William E. Joor III
12.1
Computation of Ratio of Earnings to Fixed Charges
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1*           Section 1350 Certifications of Chief Executive Officer
32.2*           Section 1350 Certifications of Chief Financial Officer
99.1           Regency GP LP Unaudited Condensed Consolidated Balance Sheet as of June 30, 2008
____
*Filed herewith