UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~ earliest event reported): April 30, 2013

Date of Report (Date of earliest event reported): February 27, 2013

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-6407	175-~~6407~~0571592	~~75-0571592~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
5051 Westheimer Road Houston, Texas			77056-5306
(Address of principal executive offices)			(Zip Code)

~~Registrant’s~~3738 ~~telephone~~Oak ~~number~~Lawn AvenueDallas, ~~including~~Texas(Address ~~area~~of ~~code:~~principal ~~(713~~executive offices) ~~989-2000~~ 75219(Zip Code)

Registrant's telephone number, including area code: (214) 981-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Preliminary Note: Energy Transfer Partners, L.P. (“ETP”), ETP Holdco Corporation (“ETP Holdco”), Energy Transfer Equity, L.P. (“ETE”), ETC Texas Pipeline, Ltd., Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Southern Union Company (“Southern Union”), and Regency Western G&P LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Regency, are parties to the Contribution Agreement, dated as of February 27, 2013, as amended by Amendment No. 1 thereto dated as of April 16, 2013 (as amended, the “SUGS Contribution Agreement”), pursuant to which Southern Union agreed to contribute to Regency (the “SUGS Contribution”) all of the issued and outstanding membership interests in Southern Union Gathering Company, LLC and its subsidiaries. The transactions contemplated by the SUGS Contribution Agreement include the purchase by Regency of entities owning a 5,600-mile gathering system and approximately 500 MMcf/d of processing and treating facilities in west Texas and New Mexico for natural gas and natural gas liquids. The SUGS Contribution Agreement and the transactions contemplated thereby were described in the Current Report on Form 8-K filed by Southern Union with the Securities and Exchange Commission (“SEC”) on February 28, 2013.

ETP and its wholly owned subsidiary, Heritage ETC, L.P. (“Heritage ETC”), entered into a contribution agreement dated March 20, 2013 (the “Holdco Contribution Agreement”) with ETE and its wholly owned subsidiary, ETE Sigma Holdco, LLC (“ETE Sigma”), pursuant to which ETE Sigma agreed to contribute its 60% ownership interest in ETP Holdco to Heritage ETC (the “Holdco Contribution”), in exchange for aggregate consideration of approximately $3.75 billion, consisting of $1.4 billion in cash and the issuance to ETE of approximately 49.5 million common units representing limited partner interests in ETP (the “Issued ETP Units”). Upon consummation of the transaction contemplated by the Holdco Contribution Agreement, ETP (through its ownership of Heritage ETC) will own 100% of ETP Holdco, which owns Southern Union and Sunoco, Inc. The Holdco Contribution Agreement and the transactions contemplated thereby were described in the Current Report on Form 8-K filed by ETP with the SEC on March 26, 2013.

On April 30, 2013, Southern Union completed the transactions contemplated by the SUGS Contribution Agreement and ETP and ETE completed the transactions contemplated by the Holdco Contribution Agreement.

Item 1.01. Entry into a Material Definitive Agreement.

OnSUGS February 27, 2013, Energy Transfer Partners, L.P. (“ETP”) and Energy Transfer Equity, L.P. (“ETE”, and together with ETP, the “Partnerships”) and Regency Energy Partners LP (“Regency”) announced that Southern Union Company, an affiliate of the Partnerships (“Southern Union”), has entered into a definitive contribution agreement dated February 27, 2013 (the “Contribution Agreement”): In connection with Regency, Regency Western G&P LLC, a special purpose subsidiary of Regency (“Regency SPV”), and for certain limited purposes, ETP Holdco Corporation (“ETP Holdco”), ETE, ETP and ETC Texas Pipeline, Ltd. (“ETC Texas”), pursuant to which Southern Union has agreed to contribute to Regency (the ~~“Contribution”)~~closing ~~all~~ of the ~~issued~~transactions ~~and~~contemplated ~~outstanding membership interest in Southern Union Gathering Company, LLC (the “Company”), and its subsidiaries. ETP Holdco, which is owned 60%~~ by ~~ETE and 40% and controlled by ETP, is a party to~~ the ~~Contribution~~SUGS Agreement for the limited purposes of (i) guaranteeing the payment of any indemnification obligations of Southern Union thereunder and (ii) the non-competition provisions. ETP and ETE are both parties to the Contribution Agreement for the limited purposes of (i) the non-competition provisions and (ii) the agreement by the parties to cooperate in good faith to negotiate definitive documentation regarding the shared services arrangement between ETE, ~~ETP and Regency. The consideration to be paid by Regency in exchange for the Contribution is valued at $1.5 billion and will consist of (i) the issuance of 31,372,419 Regency common units to~~ Southern Union, ~~(ii) the~~or ~~issuance~~its ofsubsidiaries ~~6,274,483~~entered ~~Regency~~into ~~Class F units to Southern Union, (iii)~~ the ~~distribution~~following ~~of $570 million in cash to Southern Union, and (iv) the payment of $30 million in cash to ETC Texas.~~ agreements:

~~Upon~~• ~~the~~Southern ~~closing~~Union ofRegistration ~~the Contribution,~~Rights ~~ETE,~~Agreement: ~~which~~On ~~owns~~April ~~the~~30, ~~general~~2013, ~~partner~~Southern ~~and~~Union ~~incentive~~entered ~~distribution~~into the registration rights agreement (the “~~IDRs~~Southern Union RRA”) ofwith Regency,. ~~will~~Under ~~agree~~the toSouthern ~~forego~~Union ~~all~~RRA, ~~distributions~~Regency ~~with~~granted ~~respect~~ to ~~its~~Southern ~~IDRs~~Union oncertain ~~the~~registration ~~Regency~~rights, ~~common~~including ~~units~~rights ~~issued~~to incause ~~exchange~~Regency ~~for~~to ~~the~~file ~~Contribution for~~with the ~~first~~SEC ~~eight~~a ~~consecutive~~shelf ~~quarters~~registration ~~following~~statement under the ~~closing.~~Securities ~~The~~Act ~~Class~~of F1933, ~~units~~as ~~will~~amended ~~have~~ (the ~~same~~“Securities ~~rights~~Act”), ~~terms~~with ~~and~~respect ~~conditions~~to asresales of the Regency ~~common~~Common ~~units,~~Units ~~except~~and ~~that~~Regency ~~Southern~~Common ~~Union~~Units ~~will~~issuable ~~not~~upon ~~receive~~conversion ~~distributions~~of on the Regency Class F ~~units~~Common ~~for~~Units ~~the first~~acquired ~~eight~~by ~~consecutive~~Southern ~~quarters~~Union ~~following~~under the ~~closing,~~SUGS ~~and~~Contribution ~~the~~Agreement. ~~Class~~The FSouthern ~~units~~Union ~~will~~RRA ~~thereafter~~contains ~~automatically~~customary ~~convert~~provisions ~~into~~regarding ~~Regency~~rights ~~common~~of ~~units~~indemnification onbetween athe ~~one-for-one~~parties ~~basis.~~with respect to certain applicable securities law liabilities.

At• Guarantee of Collection: In accordance with the SUGS Contribution Agreement, Regency issued the 4.50% Senior Notes due 2023 (the “Regency Debt”), the proceeds of which were used by Regency to fund the cash portion of the consideration, as adjusted, under the SUGS Contribution Agreement and pay certain other expenses or disbursements directly related to the closing of the SUGS Contribution,. In connection with the ~~parties~~closing ~~will~~of ~~enter~~the ~~into~~SUGS Contribution, ~~among~~on ~~others~~April 30, 2013, Regency entered into the ~~following~~guarantee ~~ancillary~~of ~~agreements~~collection (the ~~copies~~“Guarantee orof ~~terms~~Collection”) with PEPL Holdings, LLC, a subsidiary of Southern Union, pursuant to which ~~are~~PEPL ~~attached~~Holdings, asLLC ~~exhibits~~provided a guarantee of collection (on a nonrecourse basis to Southern Union) to Regency and Regency Energy Finance Corp. with respect to the ~~Contribution~~payment ~~Agreement):~~ of the principal amount of the Regency Debt.

•The Aabove ~~registration~~descriptions ~~rights~~of ~~agreement~~the ~~between~~ Southern Union RRA and ~~Regency. Under~~ the ~~registration~~Guarantee ~~rights~~of ~~agreement,~~Collection ~~Regency~~do ~~will~~not ~~grant~~purport to ~~Southern~~be ~~Union~~complete ~~certain~~and ~~registration~~are ~~rights,~~subject ~~including rights~~ to, ~~cause Regency to file with the Securities~~ and ~~Exchange~~qualified ~~Commission~~in ~~(“SEC”)~~their aentirety ~~shelf registration statement under the Securities Act of 1933~~by, ~~as amended, with respect to resales of~~ the ~~Common~~full ~~Units~~texts ~~and Common Units issuable upon conversion~~ of the ~~Class F units to be acquired by~~ Southern Union ~~under~~RRA and the ~~Contribution~~Guarantee ~~Agreement.~~of ItCollection, ~~will~~which ~~also~~are ~~contain~~attached ~~customary~~hereto ~~provisions~~as ~~regarding~~Exhibit ~~rights~~4.1 ofand ~~indemnification~~Exhibit ~~between~~10.1, ~~the~~respectively, ~~parties~~and ~~with~~incorporated ~~respect~~herein toby ~~certain applicable securities law liabilities~~reference.

•ETE ~~The~~owns ~~parties~~the ~~will~~general ~~review~~partner ~~all~~of ~~functions currently provided to~~ Regency and ~~the~~as Company pursuant to the existing Shared Services Agreement and Operation and Services Agreement to determine which functions will be provided post-closing and the appropriate cost therefor. The parties will establish a ~~process~~result ~~for~~controls ~~moving functions that will not be provided post-closing from the current service provider to~~ Regency ~~and the Company~~. IfETE ~~the~~also ~~parties~~owns ~~are not able to reach an agreement,~~ the ~~Shared~~general ~~Services~~partner ~~Agreement~~of ~~and/or~~ETP ~~the Operation~~ and ~~Services~~as ~~Agreement will be terminated and the parties will enter into~~ a ~~transition~~result ~~services~~controls ~~agreement~~ETP. IfSouthern ~~the~~Union ~~parties~~is ~~elect~~wholly toowned ~~continue~~by ~~these~~ETP ~~agreements~~Holdco Corporation, ~~then~~which, ~~the~~following ~~Shared Services Agreement and/or~~ the ~~Operation~~Holdco ~~and~~Contribution, ~~Services~~is ~~Agreement~~now ~~would~~wholly-owned beby ~~amended~~ETP ~~accordingly.~~(through ~~Any~~its ~~amended~~ownership ~~Shared Services Agreement will provide for an agreed upon waiver~~ of ~~the~~Heritage ~~$10~~ETC, ~~million annual service fee payable by Regency for 24 whole calendar months after the closing~~L.P.).

•Item Regency plans to incur a new and separate borrowing (which may be in the form of a new credit facility and/or senior debt) that will be used by Regency to fund the cash portion of the consideration, as adjusted, under the Contribution Agreement and pay certain other expenses or disbursements directly related to the closing of the Contribution (the “Contribution Debt”)2. ~~A newly created wholly owned subsidiary of Regency (“Regency Subsidiary Guarantor”) will enter into a Guarantee of Collection with Regency at the closing with respect to the Contribution Debt~~01. Completion ~~PEPL Holdings, LLC, a subsidiary~~ of ~~Southern~~Acquisition ~~Union,~~or ~~will~~Disposition enter into a Support Agreement with Regency Subsidiary Guarantor at the closing, pursuant to which PEPL Holdings, LLC will provide contingent residual support to Regency Subsidiary Guarantor (on a nonrecourse basis to the Contributor) with respect to Regency Subsidiary Guarantor’s obligations to Regency under the Guarantee of ~~Collection to support the payment of the Contribution Debt~~Assets.

The ~~Contribution~~information ~~Agreement~~set ~~contains~~forth ~~customary~~in ~~representations,~~the ~~warranties~~Preliminary ~~and~~Note ~~agreements by Southern Union~~ and ~~Regency, and customary conditions to closing including expiration of the applicable waiting period~~ under ~~the~~Item ~~Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and receipt of required third party consents~~1.01 ~~The agreements~~is ~~also~~incorporated ~~contain~~into ~~indemnification obligations of Southern Union and Regency, and other obligations of the parties and termination provisions. The summary of the Contribution Agreement in~~ this ~~report~~Item ~~does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit~~ 2.101 ~~hereto, and is incorporated herein~~ by reference.

~~The~~Item 2.03. Creation ~~transactions contemplated by the Contribution Agreement, which have been approved by the applicable Boards~~ of ~~Directors~~a ofDirect ~~all~~Financial ~~parties,~~Obligation asor ~~well~~an asObligation ~~the~~under ~~conflicts committees of the boards of Regency, ETP~~ and ~~ETE,~~Off-Balance ~~are~~Sheet ~~expected to close in the second quarter of 2013~~Arrangement.

The information set forth under Item 1.01 under the heading “Guarantee of Collection” is incorporated into this Item 2.03 by reference.

Item 5.01. Changes in Control of Registrant

To the extent required, the information set forth in the Preliminary Note is incorporated into this Item 5.01 by reference.

Item 7.01. Regulation FD Disclosure.

On ~~February 27~~April 30, 2013, ~~the~~ETE ~~Partnerships~~and ETP issued a press release announcing the ~~entry~~closing ~~into~~of the SUGS Contribution ~~Agreement.~~and the Holdco Contribution. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Forward Looking Statements

This Current Report on Form 8-K may include certain statements concerning expectations for the future, including statements regarding the anticipated benefits and other aspects of the transactions described above, that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control, including the risk that the ~~transactions described above may not be consummated or that the~~ anticipated benefits from the transactions cannot be fully realized. An extensive list of factors that can affect future results are discussed in Southern Union’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012 and other documents filed by Southern Union from time to time with the SEC. Southern Union undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.


Item 9.01.	Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The pro forma financial information with respect to the transactions described in this Current Report on Form 8-K and required to be filed under Item 9.01 of this Current Report on Form 8-K are attached hereto as Exhibit 99.2.

(d) Exhibits.

Exhibit Number		Description of the Exhibit
2.1*		Contribution Agreement dated as of February 27, 2013 by and among Southern Union Company, Regency Energy Partners LP, Regency Western G&P LLC, and for certain limited purposes, ETP Holdco Corporation, Energy Transfer Equity, L.P., Energy Transfer Partners, L.P. and ETC Texas Pipeline, Ltd.
4.1		Registration Rights Agreement, dated April 30, 2013, by and between Southern Union Company and Regency Energy Partners LP
99.1		Press release, dated February 27, 2013, announcing the entry into the Contribution Agreement.
10.1		Guarantee of Collection, dated as of April 30, 2013, by and between Regency Energy Partners LP and PEPL Holdings, LLC
99.1		Press release, dated April 30, 2013, announcing the closing of the SUGS Contribution and Holdco Contribution.
99.2		Pro forma financial information of Southern Union Company

* The registrant has omitted the schedules to this exhibit pursuant to the provisions of Regulation S-K, Item 601(b)(2). The registrant shall supplementary furnish a copy of the omitted schedules to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SOUTHERN UNION COMPANY (Registrant)
	SOUTHERN UNION COMPANY
Date: February 28, 2013			By:	/s/ Robert M. Kerrigan, III
	(Registrant)
				Robert M. Kerrigan, III
Date: May 6, 2013	By:	/s/ Robert M. Kerrigan, III
				Vice President—Assistant General Counsel and Secretary
		Robert M. Kerrigan, III
		Vice President - Assistant General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number		Description of the Exhibit
2.1*		Contribution Agreement dated as of February 27, 2013 by and among Southern Union Company, Regency Energy Partners LP, Regency Western G&P LLC, and for certain limited purposes, ETP Holdco Corporation, Energy Transfer Equity, L.P., Energy Transfer Partners, L.P. and ETC Texas Pipeline, Ltd.
4.1		Registration Rights Agreement, dated April 30, 2013, by and between Southern Union Company and Regency Energy Partners LP
99.1		Press release, dated February 27, 2013, announcing the entry into the Contribution Agreement.
10.1		Guarantee of Collection, dated as of April 30, 2013, by and between Regency Energy Partners LP and PEPL Holdings, LLC
99.1		Press release, dated April 30, 2013, announcing the closing of the SUGS Contribution and Holdco Contribution.
99.2		Pro forma financial information of Southern Union Company

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