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Regency Energy Partners LP (NYSE: RGP) (“Regency”) today announced that it and Regency Energy Finance Corp. (collectively, the “Regency Issuers”) have extended the expiration date (the “Expiration Date”) of their previously announced offer to exchange (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) in connection with the outstanding 8.375% Senior Notes due 2019 (the “Existing Eagle Rock Notes”) of Eagle Rock Energy Partners, L.P. (NASDAQ: EROC) (“Eagle Rock”) and Eagle Rock Energy Finance Corp.
Pursuant to the Exchange Offer, Regency is offering to exchange any and all of the outstanding Existing Eagle Rock Notes, of which $550 million in aggregate principal amount is outstanding, for up to $550 million in aggregate principal amount of 8.375% Senior Notes due 2019 (the “New Regency Notes”) to be issued by the Regency Issuers.
Regency is conducting the Exchange Offer and Consent Solicitation in connection with its pending acquisition of Eagle Rock’s midstream business (the “Eagle Rock Midstream Acquisition”), and the closing of the Exchange Offer and Consent Solicitation are conditioned upon, among other things, consummation of the Eagle Rock Midstream Acquisition (including the satisfaction or waiver of all conditions to closing the Eagle Rock Midstream Acquisition).
In order for the closing of the Exchange Offer and Consent Solicitation to coincide with the expected closing of the Eagle Rock Midstream Acquisition, the Expiration Date for the Exchange Offer and Consent Solicitation has been extended to 11:59 p.m., New York City time, on June 18, 2014, unless otherwise extended or terminated by the Regency Issuers. All other terms of the Exchange Offer and Consent Solicitation remain unchanged. As of May 23, 2014 at 11:59 p.m., New York City time, Regency had received tenders from holders representing approximately 72.93% of the total outstanding principal amount of the Existing Eagle Rock Notes.
The New Regency Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The New Regency Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.