Pricing term sheet dated October 13, 2010
to Preliminary Prospectus Supplement dated October 13, 2010
(the Preliminary Prospectus Supplement)
Filed Pursuant to Rule 433
Registration No. 333 169901
Regency Energy Partners LP
Regency Energy Finance Corp.
$600,000,000 Aggregate Principal Amount of
6 7/8% Senior Notes due 2018
The following information supplements the Preliminary Prospectus Supplement for the
offering of 2018 Notes dated October 13, 2010, filed pursuant to Rule 424(b) under the Securities
Act, Registration Statement No. 333-169901.
|
|
|
Issuers:
|
|
Regency Energy Partners LP and Regency Energy Finance Corp. |
|
|
|
Guarantors:
|
|
CDM Resource Management LLC, FrontStreet Hugoton LLC, Gulf
States Transmission Corporation, Palafox Joint Venture,
Pueblo Holdings, Inc., Pueblo Midstream Gas Corporation,
Regency Field Services LLC, Regency Gas Marketing LLC,
Regency Gas Services LP, Regency Gas Utility LLC, Regency
Haynesville Intrastate Gas LLC, Regency Liquids Pipeline
LLC, Regency Midcontinent Express LLC, Regency
Midcontinent Express Pipeline I LLC, Regency OLP GP LLC,
Regency Zephyr LLC and WGP-KHC, LLC |
|
|
|
Title of Securities:
|
|
6 7/8% Senior Notes due 2018 (the 2018 Notes) |
|
|
|
Distribution:
|
|
SEC Registered |
|
|
|
Principal Amount:
|
|
$600,000,000 |
|
|
|
Price to Public:
|
|
100.000% |
|
|
|
Interest Rate:
|
|
6.875% |
|
|
|
Interest Payment
Dates:
|
|
June 1 and December 1, commencing June 1, 2011 |
|
|
|
Interest Record
Dates:
|
|
May 15 and November 15 |
|
|
|
Date of Maturity:
|
|
December 1, 2018 |
|
|
|
Yield to Maturity:
|
|
6.875% |
|
|
|
Spread to Benchmark
Treasury:
|
|
+ 485 bps |
|
|
|
|
|
|
Benchmark Treasury:
|
|
UST 3.750% due November 15, 2018 |
|
|
|
Benchmark Yield:
|
|
2.023% |
|
|
|
Equity Clawback:
|
|
Up to 35% at 106.875%, until December 1, 2013 |
|
|
|
Optional Redemption:
|
|
All or part redeemable at Issuers option at any time
prior to December 1, 2014 at 100% of principal amount plus
the greater of A) 1% of principal amount, or B) the excess
of i) PV @ redemption date of a) redemption price of note
at December 1, 2014 plus ii) required interest payments
(excluding accrued but unpaid interest to the redemption
date) discounted at Treasury Rate + 50 bps, over ii) note
principal amount, in each case plus accrued and unpaid
interest to, but excluding, the date of redemption. |
|
|
|
|
|
|
|
|
|
On or after: |
|
Price: |
|
|
December 1, 2014
|
|
|
103.438 |
% |
|
|
December 1, 2015
|
|
|
101.719 |
% |
|
|
December 1, 2016 and thereafter
|
|
|
100.000 |
% |
|
|
|
Change of Control:
|
|
Put @ 101% of principal plus accrued interest |
|
|
|
CUSIP:
|
|
75886A AE8 |
|
|
|
ISIN:
|
|
US75886AAE82 |
|
|
|
Trade Date:
|
|
October 13, 2010 |
|
|
|
Settlement Date:
|
|
October 27, 2010 (T + 10) |
|
|
|
Joint Book-Running
Managers:
|
|
Banc of America Securities LLC
RBS Securities Inc. |
|
|
Citigroup Global Markets Inc. |
|
|
Credit Suisse Securities (USA) LLC |
|
|
Morgan Stanley & Co. Incorporated |
|
|
Wells Fargo Securities, LLC |
|
|
|
Co-Managers:
|
|
Deutsche Bank Securities Inc. |
|
|
SunTrust Robinson Humphrey, Inc. |
This communication is intended for the sole use of the person to whom it is provided by the sender.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy
securities nor shall there be any sale of these securities in any jurisdiction in which such
solicitation or sale would be unlawful prior to registration or qualification of these securities
under the laws of any such jurisdiction.
The information in this term sheet supplements the Preliminary Prospectus Supplement and supersedes
the information in the Preliminary Prospectus Supplement to the extent inconsistent with the
information in the Preliminary Prospectus Supplement. This term sheet is qualified in its entirety
by reference to the
Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the
respective meanings as set forth in the Preliminary Prospectus Supplement.
The Issuers have filed a registration statement including a prospectus and a prospectus supplement
with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus and prospectus supplement in that registration statement and other documents
the Issuers have filed with the SEC for more complete information about the Issuers and this
offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the Issuers, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus and the prospectus supplement if you request them
by calling BofA Merrill Lynch at 800-294-1322 or email: dg.prospectus_
[email protected].
ANY DISCLAIMER OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION
AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A
RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.