Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated September 10, 2008
Relating to Preliminary Prospectus Supplement dated September 10, 2008
Registration Statement No. 333-141809
REGENCY ENERGY PARTNERS LP
Pricing SheetSeptember 11, 2008
Secondary Offering of
7,100,000 Common Units Representing Limited Partner Interests
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Issuer:
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Regency Energy Partners LP |
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Symbol:
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NASDAQ Global Select: RGNC |
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Price to Public:
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$21.00 per common unit |
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Common Units
Offered by the
Selling Unitholders:
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7,100,000 common units representing limited partner interests |
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Over-allotment
Option from the
Selling Unitholders:
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Up to 1,048,672 common units representing limited partner interests |
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Net Proceeds to the
Selling Unitholders:
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$143,491,000 (excluding offering expenses and exercise of
over-allotment option) |
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Trade Date:
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September 11, 2008 |
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Closing Date:
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September 16, 2008 |
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Underwriters:
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UBS Securities LLC |
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Wachovia Capital Markets, LLC |
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Morgan Stanley & Co. Incorporated |
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Citigroup Global Markets Inc. |
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Credit Suisse Securities (USA) LLC |
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J.P. Morgan Securities Inc. |
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ABN AMRO Incorporated |
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Comerica Securities, Inc. |
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Tudor, Pickering, Holt & Co. Securities, Inc. |
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Wells Fargo Securities, LLC |
Prior to purchasing the common units being offered pursuant to the preliminary prospectus
supplement dated September 9, 2008, on September 10, 2008, UBS Securities LLC purchased, on behalf
of the syndicate, 358,216 common units at an average price of $21.191182 per unit in stabilizing
transactions.
Regency Energy Partners LP has previously filed a registration statement on Form S-3 with the
Securities and Exchange Commission (SEC) for the offering to which this communication relates,
which registration statement was declared effective on July 23, 2007. Before you invest, you should
read the prospectus supplement to the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about Regency Energy Partners LP
and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Copies of the prospectus supplement and accompanying prospectus relating to this
offering may also be obtained by contacting the underwriters, including UBS Securities LLC, Attn:
Prospectus Department, at 299 Park Avenue, New York, N.Y., 10171 (telephone: 888-827-7275);
Wachovia Capital Markets, LLC, Attn: Equity Syndicate Dept., at 375 Park Avenue, New York, NY 10152
(email: equity.syndicate@wachovia.com); and Morgan Stanley & Co. Incorporated, Attn: Prospectus
Department, at 180 Varick Street, 2nd Floor, New York, N.Y., 10014 (email:
prospectus@morganstanley.com).