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. |