SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Regency Energy Partners LP

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

CUSIP No.		75885Y 10 7	13D/A	Page		2		of		9 Pages

CUSIP No.		75885Y 10 7	13D/A	Page		3		of		9 Pages

CUSIP No.		75885Y 10 7	13D/A	Page		4		of		9 Pages

     This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D initially filed on June 28, 2007 (the “Initial Schedule 13D”), the Amendment No. 1 to Schedule 13D filed on December 14, 2007, the Amendment No. 2 to Schedule 13D filed on January 10, 2008 and the Amendment No. 3 to Schedule 13D filed on April 21, 2008 (collectively, the “Schedule 13D”). The Schedule 13D and prior amendments were filed by various subsidiaries of General Electric Company, a New York corporation (“GE”). This Amendment eliminates several such immaterial subsidiaries as Reporting Persons, adds as Reporting Persons GE and General Electric Capital Corporation, a Delaware corporation (“GECC”) and discloses GE and GECC as the beneficial owners of the subject Common Units. The relationship among the Reporting Persons is as follows: GE is the indirect owner of GECC, which in turn is the indirect owner of Regency LP Acquirer, L.P. (“LP Holdings”). LP Holdings is the record owner of the subject Common Units.

     GE, GECC and LP Holdings are filing this Amendment to: (i) disclose the participation of GE and GECC and affiliates in the joint venture described in Item 6 below; (ii) disclose the unsecured credit agreement between GECC and the Issuer, as described in Item 6 below and (iii) add GE and GECC as Reporting Persons and eliminate EFS Regency GP Holdco II, LLC, Aircraft Services Corporation and ASC Hugoton LLC as Reporting Persons;.

     Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined have the meaning given to them in the Schedule 13D.

Item 1. Security and Issuer.

     Item 1 is hereby amended and restated as follows:

     This statement on Schedule 13D relates to the common units (the “Common Units”) of Regency Energy Partners LP, a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at 1700 Pacific Avenue, Suite 2900, Dallas, Texas 75201. The total number of Common Units reported as beneficially owned in this Amendment is 24,679,577, which constitutes approximately 30.39% of the total number of Common Units outstanding. The beneficial ownership reported in this Schedule 13D assumes that at the date hereof there are 81,197,103 Common Units outstanding and that assumption is based upon the Issuer’s disclosure in its most recent Annual Report on Form 10-K as to the number of Common Units outstanding as of February 18, 2009. The Common Units represent limited partner interests in the Issuer.

Item 2. Identity and Background.

     Item 2 is hereby amended and restated as follows:

		(a)		This Schedule 13D is filed jointly by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange

Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”): GE; GECC; and LP Holdings.

     The persons listed above are collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Amendment as Exhibit A (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

     Information required by this Item 2 concerning the executive officers, directors and managers of the Reporting Persons is set forth on Schedule A, attached to the Schedule 13D, which amends and restates the Schedule A filed on the Initial Schedule 13D, is incorporated herein by reference. LP Holdings has no executive officers or directors, but persons performing similar functions are the executive officers and director of Aircraft Services Corporation, the managing member of its general partner.

(b)

(i)

The address of the principal business office of LP Holdings is as follows:

			800 Long Ridge Road Stamford, Connecticut 06927
	(ii)		The address of the principal business office of GE and GECC is 3135 Easton Turnpike, Fairfield, Connecticut 06431.

		(c)		(i)		LP Holdings was formed to acquire Subordinated Units of the Issuer (which have subsequently converted into Common Units as described in Item 3), and Common Units, and LP Holdings is the sole record owner of 24,679,577 of the Common Units reported as beneficially owned in this Schedule 13D.

	(ii)		GECC, together with its subsidiaries, operates primarily in the financial services industry.
	(iii)		GE is one of the largest and most diversified technology, media, and financial services corporations in the world. With products and services

ranging from aircraft engines, power generation, water processing, and security technology to medical imaging, business and consumer financing, media content and industrial products, GE serves customers in more than 100 countries and employ more than 300,000 people worldwide.

     (d)-(e) None of the Reporting Persons nor, to the best of any Reporting Person’s knowledge, their respective executive officers, managers or directors listed on Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby amended to add the following:

     On February 17, 2009 the 17,705,796 Subordinated Units held by LP Holdings converted into an equal number of Common Units. No consideration was payable upon conversion.

Item 4. Purpose of Transaction.

     Item 4 is hereby amended and restated as follows:

     The Reporting Persons acquired the Common Units for investment purposes. The following describes plans or proposals, including those in connection with the transaction, that the Reporting Persons may have with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:

	(a)		Subject to the terms and conditions of the Issuer Partnership Agreement, LP Holdings has the right to cause the Issuer to register for resale under the Securities Act of 1933, as amended and applicable state securities laws, any limited partner interest that they hold. The Issuer is obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commission. LP Holdings may sell Common Units from time to time in the future. The timing and amount of resales by the Reporting Persons of Common Units will be subject to market conditions, compliance with applicable legal requirements and such other factors as the Reporting Persons may deem relevant.
	(b)		None, other than as disclosed in Item 6.
	(c)		None, other than as disclosed in Item 6.

	(d)		None.
	(e)		None.
	(f)		None.
	(g)		None.
	(h)		None.
	(i)		None.
	(j)		Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Amendment, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Schedule 13D (and in what amounts), to retain such securities or purchase additional securities of the Issuer or engage in other transactions concerning the Issuer, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, the business needs of the Reporting Person and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated as follows:

		(a)-(b)		(i)		LP Holdings is the sole record owner of, and has the sole power to vote and dispose of 24,679,577 Common Units. These units represent 30.39% of the outstanding Common Units.

	(ii)		Neither GECC nor GE directly own any Common Units. By virtue of their indirect ownership interests in LP Holdings, GECC and GE may each be deemed to possess sole voting and dispositive powers with respect to the 24,679,577 Common Units held by LP Holdings.
	(iii)		To the best of the knowledge of the Reporting Persons, none of the persons named in Item 2 owns any of the securities identified in Item 1.

	(c)		Other than as described in Item 3, none.
	(d)		Not applicable
	(e)		Not applicable.

Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Item 6 is hereby amended and restated as follows:

     On February 26, 2009, GECC, Regency Haynesville Intrastate Gas LLC (a subsidiary of the Issuer), Alinda Gas Pipeline I, L.P. and Alinda Gas Pipeline II, L.P. entered into a Contribution Agreement to create a joint venture. GECC, as administrative agent, also entered into a $45 million unsecured revolving credit agreement with the Issuer. The description of the Contribution Agreement, revolving credit agreement and related transactions is contained in the Issuer’s current report on Form 8-K filed February 27, 2009 and is incorporated by reference herein. These transactions did not relate to the 24,679,577 Common Units beneficially owned by the Reporting Persons.

Item 7.		Material to be filed as Exhibits.

     Exhibit A — Joint Filing Agreement.*

     Exhibit B — Contribution Agreement.*

SIGNATURES

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: March 10, 2009

		Regency LP Acquirer, L.P.
		By:		EFS Regency GP Holdco II, LLC
				Its: General Partner
		By:		Aircraft Services Corporation
				its Managing Member
				By:		/s/ Tyson Yates   Name: Tyson Yates
						Title: Vice President
		General Electric Capital Corporation
				By:		/s/ Mark Mellana   Name: Mark Mellana
						Title: Authorized Signatory
		General Electric Company
				By:		/s/ J. Alex Urquhart   Name: J. Alex Urquhart
						Title: Vice President, General Electric Company

SCHEDULE A

     The following individuals serve as the directors and officers of General Electric Capital Corporation. Such individuals expressly disclaim beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States.

Name		Business Address		Principal Occupation
Directors:
Jeffrey S. Bornstein		GE Commercial Finance 901 Main Avenue Norwalk, CT 06851		Chief Financial Officer — GE Commercial Finance
William H. Cary		GE Money 901 Main Avenue Norwalk, CT 06851		President and CEO — GE Money
Kathryn A. Cassidy		General Electric Capital Corporation 201 High Ridge Road Stamford, CT 06927		Senior Vice President, Corporate Treasury and Global Funding Operation — General Electric Capital Corporation
James A. Colica		General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927		Senior Vice President, Global Risk Management — General Electric Capital Corporation
Pamela Daley		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Senior Vice President — Corporate Business Development — General Electric Company
Bracket B. Denniston III		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Senior Vice President and General Counsel — General Electric Company
Jeffrey R. Immelt		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Chairman and Chief Executive Officer, General Electric Company
James W. Ireland		GE Asset Management 3003 Summer Street Stamford, CT 06904		President and CEO — GE Asset Management
John Krenicki, Jr.		GE — Infrastructure — Energy 4200 Wildwood Parkway Atlanta, GA 30339		Vice Chairman, President and CEO — GE — Infrastructure — Energy
Michael A. Neal		GE Commercial Finance 901 Main Avenue Norwalk, CT 06851		President and Chief Executive Officer — GE Commercial Finance
Ronald R. Pressman		GE Real Estate 901 Main Avenue Norwalk, CT 06851		President and Chief Executive Officer — GE Real Estate
John G. Rice		GE — Infrastructure 4200 Wildwood Parkway Atlanta, GA 30339		President and Chief Executive Officer — GE Infrastructure
John M. Samuels		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Vice President and Senior Tax Counsel — General Electric Company
Keith S. Sherin		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Vice Chairman and Chief Financial Officer, General Electric Company

Name		Business Address		Principal Occupation
Officers:
Michael A. Neal		GE Commercial Finance 901 Main Avenue Norwalk, CT 06851		Chairman of the Board, President and Chief Executive Officer — GE Commercial Finance
William H. Cary		GE Money 901 Main Avenue Norwalk, CT 06851		President and CEO — GE Money
Ronald R. Pressman		GE Real Estate 901 Main Avenue Norwalk, CT 06851		Executive Vice President — GE Real Estate
Jeffrey S. Bornstein		GE Commercial Finance 901 Main Avenue Norwalk, CT 06851		Chief Financial Officer — GE Commercial Finance
Kathryn A. Cassidy		General Electric Capital Corporation 201 High Ridge Road Stamford, CT 06927		Senior Vice President, Corporate Treasury and Global Funding Operation — General Electric Capital Corporation
James A. Colica		General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927		Senior Vice President, Global Risk Management — General Electric Capital Corporation
Richard D’Avino		General Electric Capital Corporation 120 Long Ridge Road Stamford, CT 06927		Senior Vice President, Taxes — General Electric Capital Corporation
Jamie Miller		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Senior Vice President and Controller — General Electric Company
Craig T. Beazer		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Vice President, General Counsel and Secretary — General Electric Capital Corporation

     The following individuals serve as the directors and officers of General Electric Company. Such individuals expressly disclaim beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States, except for Sir William M. Castell, who is a citizen of the United Kingdom, Claudio X. Gonzalez, who is a citizen of Mexico and Andrea Jung, who is a citizen of Canada.

Name		Business Address		Principal Occupation
Directors:
James I. Cash, Jr.		Graylock Partners 880 Winter Street, Suite 300 Waltham, MA 02451		Former Professor of Business Administration — Graduate School of Business Administration, Harvard University
Sir William M. Castell		The Wellcome Trust 215 Euston Road London NW1 2BE United Kingdom		Chairman, The Wellcome Trust
Ann M. Fudge		Young & Rubicam Brands 285 Madison Avenue New York, NY 10017		Former Chairman of the Board and Chief Executive Officer, Young & Rubicam Brands
Claudio X. Gonzalez		Kimberly-Clark de Mexico, S.A. de C.V. Jose Luis Lagrange 103, Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico		Chairman of the Board and Chief Executive Officer, Kimberly-Clark de Mexico, S.A. de C.V.
Susan Hockfield		Massachusetts Institute of Technology 77 Massachusetts Avenue Building 3-208 Cambridge, MA 02139		President, Massachusetts Institute of Technology
Jeffrey R. Immelt		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Chairman of the Board and Chief Executive Officer, General Electric Company
Andrea Jung		Avon Products, Inc. 1345 Avenue of the Americas New York, NY 10105		Chairman of the Board and Chief Executive Officer, Avon Products, Inc.
Alan G. Lafley		The Procter & Gamble Company 1 Procter & Gamble Plaza Cincinnati, OH 45202-3315		Chairman of the Board, President and Chief Executive, The Procter & Gamble Company
Robert W. Lane		Deere & Company One John Deere Place Moline, IL 61265		Chairman of the Board and Chief Executive Officer, Deere & Company
Ralph S. Larsen		Johnson & Johnson 100 Albany Street Suite 200 New Brunswick, NJ 08901		Former Chairman of the Board and Chief Executive Officer, Johnson & Johnson

Name		Business Address		Principal Occupation
Rochelle B. Lazarus		Ogilvy & Mather Worldwide 309 West 49th Street New York, NY 10019-7316		Chairman of the Board and former Chief Executive Officer, Ogilvy & Mather Worldwide
J. J. Mulva		ConocoPhillips 600 North Dairy Ashford Road Houston, TX 77079		Chairman and Chief Executive Officer, ConocoPhillips
Sam Nunn		Sam Nunn School of International Affairs Georgia Institute of Technology 781 Marietta Street, NW Atlanta, GA 30318		Co-Chairman and Chief Executive Officer, Nuclear Threat Initiative
Roger S. Penske		Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954		Chairman of the Board and President, Penske Corporation
Robert J. Swieringa		S.C. Johnson Graduate School Cornell University 207 Sage Hall Itaca, NY 14853-6201		Anne and Elmer Lindseth Dean and Professor of Accounting, S.C. Johnson Graduate School of Management, Cornell University
Douglas A. Warner III		J.P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York 270 Park Avenue New York, NY 10154		Former Chairman of the Board, J.P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York
Officers:
Jeffrey R. Immelt		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Chairman of the Board and Chief Executive Officer, General Electric Company
Kathryn A. Cassidy		General Electric Capital Corporation 201 High Ridge Road Stamford, CT 06927		Senior Vice President, Corporate Treasury and Global Funding Operation — General Electric Capital Corporation
Pamela Daley		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Senior Vice President — Corporate Business Development — General Electric Company
Bracket B. Denniston III		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Senior Vice President and General Counsel — General Electric Company
J. Krenicki, Jr.		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Vice Chairman of General Electric Company; President & CEO, GE Energy Infrastructure
John F. Lynch		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Senior Vice President — Human Resources
J. S. Miller		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Vice President, Controller & Chief Accounting Officer

Name		Business Address		Principal Occupation
Michael A. Neal		General Electric Corporation 260 Long Ridge Road Stamford, CT 06927		Vice Chairman, General Electric Company; President and Chief Executive Officer, GE Capital Services
John G. Rice		General Electric Company 4200 Wildwood Parkway Atlanta, GA 30339		Vice Chairman, General Electric Company; President and Chief Executive Officer, GE Infrastructure
Keith S. Sherin		General Electric Company 3135 Easton Turnpike Fairfield, CT 06828		Vice Chairman and Chief Financial Officer, General Electric Company

     The following individuals serve as the directors and officers of Aircraft Services Corporation. Such individuals expressly disclaim beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States, except for Bjorn Bergabo, who is a citizen of Sweden.

Name		Business Address		Principal Occupation
Director:
Bober, John		800 Long Ridge Road Stamford, Connecticut 06927
Officers:
J. Alex Urquhart, Jr.		800 Long Ridge Road Stamford, Connecticut 06927		President, GE Energy Financial Services
Bjorn Bergabo		800 Long Ridge Road Stamford, Connecticut 06927		Chief Financial Officer, GE Energy Financial Services