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Published on 6/13/2014 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Regency Energy extends exchange offer for Eagle Rock’s 8 3/8% notes

By Angela McDaniels

Tacoma, Wash., June 13 – Regency Energy Partners LP and Regency Energy Finance Corp. extended their private exchange offer for the $550 million outstanding 8 3/8% senior notes due 2019 issued by Eagle Rock Energy Partners, LP and Eagle Rock Energy Finance Corp., according to a company news release.

Regency is conducting the exchange offer and a consent solicitation in connection with its pending acquisition of Eagle Rock’s midstream business, and the closing of the exchange offer and consent solicitation are conditioned on, among other things, the completion of the acquisition.

The exchange offer was extended to 11:59 p.m. ET on June 30 from 11:59 p.m. ET on June 18 in order to coincide with the expected closing of the Eagle Rock acquisition.

This is the third extension to the offer. It was previously scheduled to expire on May 28 and, prior to that, April 29.

As of 11:59 p.m. ET on June 12, Regency had received tenders for 79.02% of the notes. The figure is up from 72.93% as of 11:59 p.m. ET on May 23 and 31.29% as of 11:59 p.m. ET on April 25.

As previously reported, Regency is offering new 8 3/8% senior notes due 2019 on a par-for-par basis plus accrued interest.

The company said the new Regency notes will have substantially the same economic terms as the Eagle Rock notes, including optional redemption terms.

At the request of Eagle Rock, Regency is soliciting consents to amend the note indenture to delete substantially all of the restrictive covenants, modify the covenants regarding mergers and consolidations and eliminate some events of default.

The company needs consents from holders of a majority of the notes in order to make the amendments.

Regency is a Dallas-based midstream energy partnership focused on natural gas and natural gas liquids. Eagle Rock is a midstream and upstream oil and natural gas company based in Houston.


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