425

ETP –

REGENCY MERGER: KEY HIGHLIGHTS

ETP has executed a definitive agreement to merge with Regency in

an all unit transaction

–

0.4066

ETP

common

units

per

Regency

unit

plus

additional

$0.32

per

Regency

unit

the

form

amount

ETP

common

units (as

determined by the ETP common unit price prior to closing of the merger)

–

Implied premium at announcement:

•

13% to Regency’s closing price on January 23, 2015

•

15% to Regency’s 3-day VWAP ending January 23, 2015

ETP will guarantee Regency’s outstanding debt and will refinance Regency’s outstanding revolver borrowings

–

$6.6 billion of debt at December 31, 2014

–

Regency’s revolver to be terminated at closing

–

Assuming an upgrade to investment grade ratings, there is no change of control triggered to Regency’s notes

All three rating agencies have affirmed ETP’s credit ratings and put Regency on review for upgrade to an investment grade rating at closing of

merger

Expected

breakeven

distributable

cash

flow

per

unit

for

ETP

2015

and

accretive

2016

and

beyond

ETE

will

provide

ETP

$320

million

total

IDR

subsidies

over

years

–

$80 million IDR subsidy for the first full year after closing and $60 million per year for the following 4 years

ETE and ETP have also agreed to vote their 94.8 million Regency units in support of the merger

Merger subject to customary approvals

–

Regency unitholder vote (simple majority of outstanding units)

–

HSR clearance

Expect transaction to close in 2Q15

Merger takes ETP to the next level and creates long term value for all unitholders

(1)

Based on market data as of 1/23/15

Filed by Energy Transfer Partners, L.P.

Pursuant to Rule

425 under the

Subject Company: Regency Energy Partners LP

Commission

File

No.:

001-35262

On February 25, 2015, members of management of Energy Transfer Equity, L.P. (“ETE”), which owns the general partner of Energy Transfer Partners,

L.P.

(“ETP”),

made

presentation

analysts

the

Credit

Suisse

Annual

Energy

Summit

held

Vail,

Colorado.

The

following

portion

the presentation

materials relating to the Partnership’s proposed merger with Regency Energy Partners LP (“Regency”).

********

Commission File No.: 001-11727

Securities Act of 1933, as amended

ETP –

REGENCY MERGER: STRATEGIC CONSIDERATIONS

(1)

Source: Baker Hughes

(2)

Source: EIA

(3)

Lone Star is owned 70% by ETP and 30% by Regency

A “win–win”

for all stakeholders

LEADING POSITIONS

IN THE MOST

ATTRACTIVE

BASINS IN THE US

WORLD CLASS

MIDSTREAM

FOOTPRINT

COMPLEMENTARY

ASSETS WITH

SIGNIFICANT

GROWTH

OPPORTUNITIES

SIGNIFICANT LONG-

TERM VALUE

CREATION

•

Strong positions in Permian, Eagle Ford, Marcellus and Utica basins

–

Active

the

top

basins

active

rig

count

(1)

–

Top

regions

oil

production

and

top

regions

gas

production

(2)

•

Adds diversity and leadership positions in substantially all major basins/plays

•

Combines strong Permian Basin / Eagle Ford positions to create the premier franchise

•

Provides

additional

customer

relationships

with

some

the

most

active

operators

each

basin

•

Current combined gathering and processing throughput of 8.7 Bcf/d

•

Significant organic growth project opportunities

–

2015 pro forma growth capex of ~$4.9 billion

•

Additional

NGL

production

and

volumes

support

Lone

Star’s

(3)

leading

NGL

position

Mont

Belvieu

•

Incremental natural gas volumes for ETP’s intrastate natural gas system

•

Substantial cost savings and efficiencies

•

Higher long-term distribution growth profile than ETP stand-alone

•

Provides immediate and long-term value to Regency unitholders

ETP –

REGENCY MERGER: KEY TAKEAWAYS

•

The merger of ETP and Regency creates benefits for ETE

–

Immediate increase in overall cash flow and long-term cash flow growth

–

Improved pro forma credit profile

•

ETP becomes the second largest MLP

–

Combined footprint with over 62,270 miles of pipelines and over 60 plants with 8.7 Bcf/d of gathering and processing throughput

–

Operations in major high-growth oil and gas shales and basins, including Eagle Ford, Permian, Panhandle and Marcellus / Utica

•

Regency benefits from size and strength of ETP’s diversified platform

–

Improved access to capital and lower cost of capital

–

Better potential for growth in a lower commodity price environment

ETE

will

stronger

and

better

positioned

for

future

strategic

opportunities

ETP

benefits

from

further

diversified

basin

exposure,

major

presence

Marcellus

Utica

basins,

increased

NGL

volumes

Lone

Star

and

greater

gas

volumes

its

intrastate

system

Regency

steps

into

investment

grade

balance

sheet

and

attractive

cost

capital

(1)

Regency G&P segment included in pro forma ETP midstream segment

(2)

Excludes Retail Marketing

Stable Fee Based Cash Flow Profile

(2)

Pro Forma

(1)

ETP BENEFITS FROM DIVERSIFICATION OF REGENCY MERGER

WHILE MAINTAINING ATTRACTIVE FEE BASED PROFILE

Fee based

~85-90%

Non-fee based

~10-15%

Fee based

~85-87%

Hedged

commodity

Non-fee based

~10-12%

Midstream

13%

Interstate

23%

Crude /

Refined

products

20%

Retail

15%

Liquids Trans.

& Svcs.

12%

Intrastate

10%

Other

Gathering &

Processing

56%

Transportation

14%

Contract

Services

13%

NGL Services

13%

Natural

resources

Midstream

21%

Interstate

20%

Crude /

Refined

products

16%

Retail

12%

Liquids Trans.

& Svcs.

13%

Intrastate

Other

Contract

Services

Fee based

75%

Hedged

commodity

15%

Non-fee based

10%

2014 Adjusted EBITDA by Segment

Cautionary Statement Regarding Forward-Looking Statements

This report includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. ETP and Regency cannot give any assurance that expectations and projections about future events will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include: the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, the ability of ETP to successfully integrate Regency’s operations and employees and realize anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, the ability to achieve revenue, DCF and EBITDA growth, and volatility in the price of oil, natural gas, and natural gas liquids. Actual results and outcomes may differ materially from those expressed in such forward-looking statements. These and other risks and uncertainties are discussed in more detail in filings made by ETP and Regency with the Securities and Exchange Commission (the “SEC”), which are available to the public. ETP and Regency undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by ETP or Regency with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Regency at the following:

Energy Transfer Partners, L.P.

3738 Oak Lawn Ave.

Dallas, TX 75219

Attention: Investor Relations

Phone: 214-981-0700

Regency Energy Partners LP

2001 Bryan Street, Suite 3700

Dallas, TX 75201

Attention: Investor Relations

Phone: 214-840-5477

Participants in the Solicitation

ETP, Regency and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the directors and executive officers of ETP is contained in ETP’s Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 27, 2014. Information regarding the directors and executive officers of Regency is contained in Regency’s Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 27, 2014. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the proxy statement/prospectus.