UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

REGENCY ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of		0001-338613 (Commission		16-1731691 (IRS Employer
incorporation)		File Number)		Identification No.)
1700 Pacific, Suite 2900
Dallas, Texas				75201
(Address of principal				(Zip Code)
executive offices)

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

(Former name or former address, if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

Item 5.01 Other Events

EXHIBIT INDEX

99.1		- Selected Financial Data
99.2		- Consolidated Financial Statements
99.3		- Management’s Discussion and Analysis
99.4		- Quantitative and Qualitative Disclosures About Market Risk
99.5		- Interim Condensed Consolidated Financial Statements
99.6		- Interim Management’s Discussion and Analysis
99.7		- Interim Quantitative and Qualitative Disclosures About Market Risk

ITEM 5.01. OTHER EVENTS

On August 15, 2006, the Regency Energy Partners LP (the “Partnership”), through its wholly-owned subsidiary Regency Gas Services LP, acquired all the outstanding equity of TexStar Field Services, L.P. and its general partner, TexStar GP, LLC (together, “TexStar”), from HMTF Gas Partners II, L.P. (“HMTF Gas Partners”), an affiliate of HM Capital Partners LLC (the “TexStar Acquisition”). Hicks Muse Equity Fund V, L.P. (“Fund V”) and its affiliates own, through HM Capital Partners LLC (“HM Capital Partners”), control, Regency GP LP, the general partner of the Partnership (the “General Partner”). Fund V also indirectly owns approximately 95 percent of, and, through HM Capital Partners LLC, controls HMTF Gas Partners II, L.P. Because the TexStar Acquisition is a transaction between commonly controlled entities, the Partnership accounted for the TexStar Acquisition in a manner similar to a pooling of interests. Accordingly, the consolidated financial statements and notes have been updated to reflect the financial position, results of operations and cash flows as if the Partnership and TexStar had been combined throughout the periods presented in which common control existed, December 1, 2004 forward.

SIGNATURE

    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.

November 14, 2006