Fitch Affirms Regency Energy Partners, LP's IDR at 'BB'; Outlook Stable

  Fitch Affirms Regency Energy Partners, LP's IDR at 'BB'; Outlook Stable

Business Wire

NEW YORK -- February 28, 2013

Fitch Ratings has affirmed Regency Energy Partners, LP's (RGP) Issuer Default
Rating (IDR) and senior unsecured debt ratings at 'BB' following RGP's
announced acquisition of Southern Union Gathering Company, LLC (SUGS). The
Rating Outlook is Stable. A full list of ratings is at the end of this
release.

RGP announced this morning that it will be acquiring SUGS from Southern Union
Company, a jointly owned affiliate of Energy Transfer Equity, L.P. (ETE; IDR
'BB-') and Energy Transfer Partners, L.P. (ETP; IDR 'BBB-') for $1.5 billion.
The transaction will be financed with $900 million in new Regency units issued
to Southern Union Company comprised of $750 million of new common units and
$150 million of new class F common units. The class F common units will be
equivalent to common units except will not receive distributions for the
equivalent of eight consecutive quarters post-closing. The remaining $600
million will be paid in cash funded from long-term borrowings.

KEY RATINGS DRIVERS

Increased Size/Scale: The acquisition of the SUGS assets helps RGP to increase
the size and scale of its gathering and processing operations, with a
beneficial focus on the Permian basin. SUGS's operations are generally
moderate risk and will increase RGP's presence in the Permian basin where
production and the need for gathering and processing services is expected
grow. Additionally, SUGS provides decent organic growth opportunities for RGP
with two large scale projects currently under construction.

Balanced Funding/Owner Support: The balanced financing of the acquisition (60%
equity/40% debt) and the support that ETE is providing by forgoing some of
their incentive distribution rights (IDRs) and their $10 million management
fee for two years, helps the deal be accretive to earnings.

Increased Commodity Price Exposure: The affirmation considers that RGP will be
increasing its commodity price exposure as a result of the transaction. With
SUGS, RGP will be increasing both the size of its gathering and processing
operations and its contribution to EBITDA, which should raise its sensitivity
to changes in commodity prices. However, Fitch expects RGP will hedge its open
commodity exposure, consistent with current practices.

Increased Initial Leverage: At deal close, Fitch expects RGP's leverage to
move higher relative to Fitch's prior expectations but remain within
expectations for the ratings category and comparable to similarly rated peers.
Fitch expects RGP's debt-to-adjusted EBITDA to be roughly 5.9x for 2013
(assuming a second quarter close and a 50% equity credit for RGP's preferreds)
pro forma for the transaction, and 4.0x-4.5x for 2014. This is compared to
Fitch's prior expectations of between 4.0x-4.25x and below 4.0x for 2013 and
2014 respectively. Should leverage remain elevated above 4.5x for a sustained
time period Fitch would consider a negative ratings action. Fitch typically
adjusts EBITDA to exclude nonrecurring extraordinary items, and noncash
mark-to-market earnings. Adjusted EBITDA excludes equity in earnings and
includes dividends from unconsolidated affiliates.

JV/Structural Subordination: RGP is the owner of several joint venture (JV)
interests some of which have external debt. RGP is structurally subordinate to
the cash operating and debt service needs of these JVs and reliant on JV
distributions to fund its capital spending and its own distributions. This
transaction should help to reduce the percentage of cash flow RGP receives
from non-consolidated JVs on an overall basis.

General Partner Relationship: While Fitch's ratings are largely reflective of
RGP's credit profile on a stand-alone basis, they also consider the company's
relationship with ETE, the owner of its general partner interest. ETE's
general partner interest gives it significant control over the MLP's
operations, including most major strategic decisions such as investment plans,
and management of daily operations. The relationship has also provided
investment opportunities that might otherwise be unavailable to RGP, such as
this current transaction.

Adequate Liquidity: RGP's liquidity is adequate with roughly $1 billion in
availability under its $1.15 billion revolving credit facility at Dec. 31,
2012. The revolving credit facility contains financial covenants requiring RGP
and its subsidiaries to maintain a debt to consolidated EBITDA ratio (as
defined in the credit agreement - includes JV and material projects pro forma
EBITDA)of less than 5.25x, consolidated EBITDA to consolidated interest
expense ratio greater than 2.75x and a secured debt to consolidated EBITDA
ratio of less than 3.0x.

RATING SENSITIVITIES

Negative: Future developments that may, individually or collectively, lead to
a negative rating action include:

--Continued large-scale capital expenditures funded by higher than expected
debt borrowings;
--A failure to hedge open commodity price exposure.
--Significant and prolonged decline in prices for NGLs, crude and natural gas;
--Aggressive growth of distributions at RGP.
--Debt/Adj. EBITDA above the 4.5x to 5.0x range and distribution coverage
below 1.0x on a sustained basis.

Positive: Future developments that may, individually or collectively, lead to
a positive rating action include:

--A material improvement in credit metrics with sustained leverage at 4.0x or
below.

Fitch has affirmed the following ratings:

--Long-term IDR 'BB';
--Senior secured revolver 'BB+';
--Senior unsecured notes 'BB';
--Series A preferred units 'B+'.

Additional information is available at www.fitchratings.com. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology', Aug. 8, 2012;
--'Parent and Subsidiary Rating Linkage', Aug. 8, 2012;
--'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', Dec. 13, 2012;
--'The Top Ten Differences Between MLP and Corporate Issuers' Feb. 19, 2013;
--'2013 Outlook: Natural Gas Pipelines and MLPs' Nov. 29, 2012;
--'2013 Outlook: Midstream Services and MLPs' Nov. 29, 2012;
--'2013 Outlook: Crude Oil and Refined Products Pipelines' Nov. 29, 2012;
--Eagle Ford Shale Report - Economics Driving Growth' Oct. 15, 2012;
--'Marcellus Shale Report: Midstream and Pipeline Sector Challenges and
Opportunities' June 10, 2012.

Applicable Criteria and Related Research
The Top Ten Differences Between MLP and Corporate Issuers
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=701812
2013 Outlook: Natural Gas Pipelines & MLPs
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695939
2013 Outlook: Midstream Services and MLPs
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695530
Corporate Rating Methodology
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460
Parent and Subsidiary Rating Linkage
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685552
Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=696670
2013 Outlook: Crude Oil and Refined Products Pipelines
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=696183
Eagle Ford Shale Report (Midstream and Pipeline Sector -- Economics Driving
Growth)
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=690640
Marcellus Shale Report: Midstream and Pipeline Sector --
Challenges/Opportunities
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682755

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PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
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Contact:

Fitch Ratings
Primary Analyst:
Peter Molica, +1-212-908-0288
Director
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst:
Ralph Pellecchia, +1-212-908-0586
Senior Director
or
Committee Chairperson:
Mark C. Sadeghian, CFA, +1-312-368-2090
Senior Director
or
Media Relations:
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com
 
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