OREANDA-NEWS. Fitch Ratings has upgraded the Issuer Default Rating (IDR) and senior unsecured ratings for Regency Energy Partners, LP (RGP) to 'BBB-' from 'BB' following the close of RGP's merger with Energy Transfer Partners, LP (ETP) and removed RGP from Rating Watch Positive. Fitch has also upgraded RGP's series A preferred units to 'BB' from 'B+' and upgraded and withdrawn the rating for RGP's senior secured revolver following the termination of the revolver.

In addition, Fitch has affirmed ETP's 'BBB-' IDR and senior unsecured rating and its junior subordinated notes rating at 'BB'. Fitch has also affirmed Panhandle Eastern Pipe Line Co.'s (Panhandle) Issuer Default Rating (IDR) and senior unsecured rating at 'BBB-' and its junior subordinated notes at 'BB'. The Ratings Outlook for all of the entities is Stable. A full list of today's actions follows at the end of this release.

The upgrade of RGP's debt reflects the guarantees on the senior notes put in place by ETP. The withdrawal of the senior secured rating reflects the termination of RGP's senior secured revolver. Fitch believes that with RGP's acquisition, and its debt guaranteed and assumed by its higher rated affiliate, RGP's notes and IDR should be rated at ETP's rating.

The affirmation of ETP's rating and Stable Outlook reflects Fitch's belief that the transaction provides ETP with significant benefits, including increased size and scale, a robust platform for growth, increased geographic exposure to the Marcellus and Utica shale in particular, and the opportunity for a fair amount of what should be easily achievable synergies.

Prior to the transaction Fitch's expectations for leverage at ETP for 2015 and 2016 was a range of 4.0x to 4.5x. Pro forma for the transaction, leverage metrics are expected by Fitch to remain within these ranges through 2015 - 2016. To the extent that leverage was expected to be meaningfully above 4.5x on a sustained basis, Fitch would likely take a negative rating action. Leverage above 5.0x would likely lead to at least a one notch downgrade.

KEY RATINGS DRIVERS

Increased Size, Scale and Diversity: Recent mergers and growth projects at ETP have resulted in a larger, more diversified, and generally stronger partnership. ETP's percentage of contractually supported fee-based margins has gradually increased. The recently announced merger between ETP and RGP should provide ETP with increased cash flows driven by expected synergies and improved returns on growth projects previously planned at RGP. As mentioned, ETP should benefit from the increased size and scale, an increased project backlog, and increased geographic exposure, particularly in West Texas and the Marcellus and Utica shales. With ETP's merger with RGP and its interests in Sunoco, LP (SUN; rated 'BB'/Stable Outlook by Fitch) and Sunoco Logistics LP (SXL; 'BBB'/Stable Outlook), ETP's operating assets and retail platform provide further diversified geographic and business line exposure and a major platform for growth within most of the major U.S. production regions.

Moderate Leverage Metrics: Fitch expects ETP's adjusted consolidated debt/EBITDA should range between 4.0x to 4.5x in 2015 and 2016. If leverage were to be meaningfully above 4.5x on a sustained basis, Fitch would likely take a negative rating action.

Liquidity is Adequate: ETP has access to a \$3.75 billion unsecured five-year revolving credit facility that matures in November 2019. As of March 3, 2015, there was a balance of \$2.2 billion in revolving credit loans outstanding under ETP's revolving credit facility, and there were \$122 million of letters of credit outstanding. Proceeds from a March 5 \$2.5 billion note offering were used in part, to repay credit facility borrowings. The credit facility contains a financial covenant that provides that on each date ETP makes a distribution, the leverage ratio, as defined in the credit agreement, shall not exceed 5.0x, with a permitted increase to 5.5x during a specified acquisition period, as defined in the credit agreement. ETP is currently in compliance with this covenant.

Modest Commodity Price Exposure: Pro-forma for the merger ETP expects that roughly 76% of its cash flows are either fee based or hedged for 2015 (71% fee/5% hedged). As such even in the current weak commodity price environment expectations are that cash flows remain relatively stable.

Other Rating Considerations: ETP's structural subordination to subsidiary debt and uncertainties resulting from potential future structural changes are also considered. The potential effect on pipeline system utilization and related re-contracting risk resulting from changing natural gas supply dynamics is a longer-term concern.

Panhandle

Parent Company Affiliation: The rating affirmation reflects Panhandle's affiliation with Energy Transfer Partners, LP (ETP; IDR: 'BBB-'/Stable Outlook) and expectations that ETP will continue to manage Panhandle's credit metrics and liquidity needs at levels appropriate to support its 'BBB-' rating. Panhandle is a wholly-owned subsidiary of ETP. Panhandle was merged with Southern Union Company (SUG) last year, with all of SUG's and Panhandle's notes becoming pari passu. Fitch does not expect any additional material transactions or growth initiatives at Panhandle and expects that future debt maturities will be financed through issuance at the ETP level. ETP is expected to provide any liquidity needs to Panhandle and refinance any Panhandle maturities at the ETP level and take any excess cash flow to use at ETP. Panhandle's standalone credit profile is consistent with a 'BBB-' or better IDR; however, given their strategic, operational and legal ties, Fitch believes it appropriate to link Panhandle's ratings with those of its parent, ETP. An upgrade or downgrade at ETP would likely lead to an upgrade or downgrade at Panhandle.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer include:

--WTI oil price that trends up from \$50/barrel in 2015 to \$60/barrel in 2016 and a long-term price of \$75/barrel; and Henry Hub gas that trends up from \$3/mcf in 2015 to \$3.25/mcf in 2016 and a long-term price of \$4.50/mcf consistent with Fitch's published Base Case commodity price deck;
--Moderate revenue growth on existing assets;
--Balanced funding with both debt and equity of growth capital spending and acquisitions

RATINGS SENSITIVITIES

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

ETP
--A material improvement in credit metrics with ETP adjusted leverage sustained at between 3.5x and 4.0x;
--A lessening of consolidated company business risk as ETP acquires and expands fixed-fee operations.

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

ETP
--Weakening credit metrics with ETP leverage above 5.0x on a sustained basis would likely lead to a downgrade to BB+;
--Increasing commodity price exposure above 30% could lead to a negative ratings action.

The following ratings have been upgraded by Fitch with a Stable Outlook:

Regency Energy Partners, LP
--Long-term IDR to 'BBB-' from 'BB';
--Senior unsecured notes to 'BBB-' from 'BB';
--Series A preferred units to 'BB' from 'B+';
--Senior secured revolver to 'BBB-' from 'BB+' and withdrawn.

Fitch has affirmed the following ratings with a Stable Outlook:

Energy Transfer Partners, L.P.
--IDR at 'BBB-';
--Senior unsecured debt at 'BBB-';
--Junior subordinated debt at 'BB'.

Panhandle Eastern Pipe Line Co.
--IDR at 'BBB-';
--Senior unsecured debt at 'BBB-';
--Junior subordinated debt at 'BB'.