El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
28-Sep-2007
Southern Natural Gas Company and Colorado Interstate Gas Company Commence Consent Solicitations with Respect to Outstanding Notes HOUSTON, Sept. 28 /PRNewswire-FirstCall/ -- Southern Natural Gas Company
("SNG") and Colorado Interstate Gas Company ("CIG"), each a wholly owned
subsidiary of El Paso Corporation (NYSE: EP), announced today that they are
soliciting consents from the holders of certain of their outstanding notes.
SNG's consent solicitation relates to its 6.125% Notes due September 15, 2008,
5.90% Notes due April 1, 2017, 7.35% Notes due February 15, 2031, and 8.00%
Notes due March 1, 2032 (the "SNG Notes"). CIG's consent solicitation relates
to its 5.95% Senior Notes due March 15, 2015, 6.80% Senior Notes due
November 15, 2015, and 6.85% Senior Notes due June 15, 2037 (the "CIG Notes"
and, together with the SNG Notes, the "Notes"). The consents are being
solicited with respect to proposed amendments to the indentures governing the
Notes.
The purpose of the consent solicitations is to amend the indentures to
permit each of SNG and CIG to convert to a non-corporate legal entity such as
a general partnership, limited partnership or limited liability company in
connection with the formation by El Paso Corporation of a master limited
partnership that will own an interest in each of SNG and CIG. The proposed
amendments would:
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provide that the covenants in the indentures related to the
preservation of SNG's and CIG's corporate existence and consolidation,
merger and sale of assets will not prohibit SNG or CIG from conducting
a statutory conversion to a non-corporate legal entity such as a
general partnership, limited partnership or limited liability company
so long as at least one corporation is a co-issuer party to the
applicable indenture and to each series of securities issued under the
indenture and is jointly and severally liable as a primary obligor
with respect to the obligations of SNG or CIG under the indenture and
such securities, and to make certain other conforming amendments to
the indentures.
The consent solicitations are being made to all persons in whose name
Notes are registered on September 27, 2007 and their duly designated proxies.
Each consent solicitation will expire at 5 p.m., New York City time, on
Thursday, October 11, 2007, unless terminated or extended by SNG or CIG, as
applicable. For the proposed amendments with respect to the SNG indenture to
be approved, holders of record must grant (and not revoke) valid consents in
respect of a majority in aggregate principal amount of all outstanding SNG
Notes of each series. For the proposed amendments with respect to the CIG
indenture to be approved, holders of record must grant (and not revoke) valid
consents in respect of a majority in principal amount of the outstanding CIG
Notes of all series, considered together as a single class. Holders of the
SNG Notes will be able to revoke their consents with respect to Notes of any
series until the time and date on which valid consents in respect of a
majority in principal amount of the outstanding Notes of such series have been
delivered (and not revoked), but not thereafter. Holders of the CIG Notes
will be able to revoke their consents with respect to Notes of any series
until the earlier of (i) the time and date on which valid consents in respect
of a majority in principal amount of the outstanding Notes of such series have
been delivered (and not revoked), but not thereafter or (ii) the time and date
on which the requisite consent to approve the amendments has been achieved.
SNG or CIG, as applicable, will, promptly after the expiration of the
applicable consent solicitation and the satisfaction or waiver of all
conditions to such consent solicitation (as set forth in the applicable
consent solicitation statement described below), cause to be paid to each
holder of SNG Notes or CIG Notes, as applicable, who has delivered (and has
not revoked) a valid consent at or prior to the expiration of the consent
solicitation a cash consent fee of $2.50 for each $1,000 in principal amount
of SNG Notes or CIG Notes, as applicable, in respect of which such consent has
been delivered.
The detailed terms and conditions of each consent solicitation are
contained in consent solicitation statements dated September 28, 2007.
Merrill Lynch & Co. and JPMorgan will act as Solicitation Agents for the
consent solicitations. Global Bondholder Services Corporation will act as the
Information Agent and Tabulation Agent. Requests for documents may be
directed to Global Bondholder Services Corporation, by telephone at
(866) 952-2200 (toll free) or (212) 430-3774. Questions regarding the consent
solicitations may be directed to Merrill Lynch & Co. at (888) 654-8637
(toll-free) or (212) 499-4914 or JPMorgan at (866) 834-4666 (toll-free) or
(212) 834-4802.
SNG is a Delaware corporation incorporated in 1935, and a wholly owned
subsidiary of El Paso Corporation. Its primary business consists of the
interstate transportation and storage of natural gas and LNG terminalling
operations. SNG conducts its business activities through its natural gas
pipeline systems, which include its Southern Natural Gas pipeline system and
its 50 percent indirect interest in the Florida Gas Transmission pipeline
system, an LNG receiving terminal and storage facilities.
CIG is a Delaware corporation incorporated in 1927, and an indirect wholly
owned subsidiary of El Paso Corporation. Its primary business consists of the
interstate transportation, storage and processing of natural gas. CIG
conducts its business activities through its natural gas pipeline systems,
storage facilities and processing plants.
El Paso Corporation provides natural gas and related energy products in a
safe, efficient, dependable manner. El Paso Corporation owns North America's
largest interstate natural gas pipeline system and one of North America's
largest independent natural gas producers. For more information, visit
http://www.elpaso.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All forward-looking
statements are based on assumptions that SNG and CIG believe to be reasonable.
However, actual results almost always vary from assumed facts and the
differences can be material, depending upon the circumstances. As a result,
you should not place undue reliance on such forward-looking statements. The
words "believe," "expect," "estimate," "anticipate" and similar expressions
will generally identify forward-looking statements. All of SNG 's and CIG's
forward-looking statements, whether written or oral, are expressly qualified
by these cautionary statements and any other cautionary statements that may
accompany such forward-looking statements. In addition, SNG and CIG disclaim
any obligation to update any forward-looking statements to reflect events or
circumstances after the date of this release.
With this in mind, you should consider the risks discussed under the
caption "Risk Factors" in SNG's and CIG's Annual and Quarterly Reports on
Forms 10-K and 10-Q and in the other documents SNG and CIG file with the SEC
from time to time, which could cause actual results to differ materially from
those expressed in any forward-looking statement made by SNG or CIG or on
SNG's or CIG's behalf.
SOURCE El Paso Corporation
09/28/2007
CONTACT: investor and public relations, Bruce L. Connery, Vice
President, +1-713-420-5855, fax, +1-713-420-4417, or media relations, Bill
Baerg, Manager, +1-713-420-2906, fax, +1-713-420-4417, both of El Paso
Corporation
8691 09/28/2007 07:30 EDT http://www.prnewswire.com
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