El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
29-Nov-2007
Colorado Interstate Gas Company Announces Cash Tender Offer for up to $125 Million Aggregate Principal Amount of Certain of its Outstanding Notes HOUSTON, Nov. 29 /PRNewswire-FirstCall/ -- Colorado Interstate Gas
Company, a majority owned subsidiary of El Paso Corporation (NYSE: EP)
("CIG"), announced today it has commenced a cash tender offer to purchase up
to $125 million aggregate principal amount of its outstanding notes of the
series specified in the table below. The principal amount of a particular
series of notes that is purchased in the tender offer will be based on the
"Acceptance Priority Levels" listed in the table below. In no event will CIG
be obligated to accept for purchase or pay for notes tendered pursuant to the
tender offer in an aggregate principal amount in excess of $125 million (the
"Tender Cap"). The tender offer is made pursuant to an Offer to Purchase
dated today (the "Offer to Purchase"), which sets forth a more comprehensive
description of the terms of the tender offer. The tender offer is the first
step in CIG's previously announced plan to reduce the aggregate amount of its
outstanding indebtedness by approximately $225 million.
The table below indicates each series of notes included in the tender
offer.
Fixed
Title of Principal Acceptance Reference Bloomberg Spread
Securities and Amount Priority Treasury Reference (basis
CUSIP Numbers Outstanding Level Security Page points)(1)
5.95% Senior $200,000,000 1 4.25% U.S. PX7 +150 bps
Notes due Treasury
March 15, 2015 Notes due
(CUSIP No. 196522AH9) 11/15/2017
6.80% Senior $400,000,000 2 4.25% U.S. PX7 +155 bps
Notes due Treasury
November 15,2015 Notes due
(CUSIP No. 196522AK2) 11/15/2017
(1) Represents full tender offer consideration. Holders who tender Notes
after the Early Tender Date will receive the full tender offer
consideration minus the early tender premium of $30.00 per $1,000
principal amount of notes.
As set forth in the Offer to Purchase, the amount of a series of notes
that is purchased in the tender offer will be based on the acceptance priority
level for such series, as set forth in the table above, and may be prorated.
Notes with the first acceptance priority level will be purchased before those
with the second acceptance priority level, and if notes of the first
acceptance priority level with an aggregate principal amount equal to the
Tender Cap are purchased in the tender offer, no Notes of the second
acceptance priority level will be purchased. CIG may increase the Tender Cap,
subject to and in accordance with applicable law, without extending withdrawal
rights. If the aggregate principal amount of notes of either series tendered
exceeds the amount of the Tender Cap remaining available for application to
the series, then, if CIG accepts notes of such series for purchase, CIG will
accept such notes on a pro rata basis.
The full tender offer consideration for each $1,000 principal amount of
Notes tendered and accepted for payment will be determined in the manner
described in the Offer to Purchase by reference to the fixed spread specified
in the table above over the yield based on the bid side price of the
applicable reference treasury security specified in the table above, as
calculated by Merrill Lynch & Co. and JPMorgan, the dealer managers for the
tender offer, at 2:00 p.m., New York City time, on December 12, 2007.
The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on December 27, 2007, unless extended or earlier terminated. Holders of
notes must tender and not withdraw their notes on or before the early tender
date, which is 5:00 p.m., New York City time, on December 12, 2007, unless
extended, to receive the full tender offer consideration. Holders of notes who
tender their Notes after the early tender date and whose notes are accepted
for purchase will receive the late tender offer consideration, which is the
full tender offer consideration minus an early tender premium of $30.00 per
$1,000 principal amount of notes.
In addition to the full tender offer consideration or late tender offer
consideration, as applicable, holders of notes tendered and accepted for
payment will receive accrued and unpaid interest on the notes from the last
interest payment date for the notes to, but not including, the settlement
date, which CIG expects to occur promptly after the expiration date.
Except as set forth in the Offer to Purchase or as required by applicable
law, notes tendered may be withdrawn only on or before the withdrawal date,
which is 5:00 p.m., New York City time, on December 12, 2007, and notes
tendered after the withdrawal date and before the expiration of the tender
offer may not be withdrawn.
The tender offer is conditioned on the satisfaction of certain conditions.
If any condition is not satisfied, CIG is not obligated to accept for
purchase, or to pay for, notes tendered and may delay the acceptance for
payment of, any tendered notes, in each event, subject to applicable laws, and
may terminate, extend or amend the tender offer and may postpone the
acceptance for purchase of, and payment for, notes so tendered. The tender
offer is not conditioned on the tender of a minimum principal amount of the
notes. CIG is not soliciting consents from holders of notes in connection with
the tender offer.
CIG has retained Merrill Lynch & Co. and JPMorgan to serve as the dealer
managers for the tender offer and has retained Global Bondholder Services
Corporation to serve as the depositary and information agent for the tender
offer.
Requests for documents may be directed to Global Bondholder Services
Corporation by telephone at (866) 952-2200 or (212) 430-3774 or in writing at
65 Broadway -- Suite 723, New York, NY, 10006. Questions regarding the tender
offer may be directed to Merrill Lynch & Co. at (888) 654-8637 or
(212) 449-4914 or JPMorgan at (866) 834-4666 or (212) 834-4802.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the notes or any other securities. The tender offers are
made only by and pursuant to the terms of the Offer to Purchase and the
related Letter of Transmittal. None of CIG, the dealer managers or the
depositary and information agent makes any recommendations as to whether
holders should tender their notes pursuant to the tender offers. Holders must
make their own decisions as to whether to tender notes, and, if so, the
principal amount of notes to tender.
CIG is a Delaware general partnership, originally formed as a corporation
in 1927, and a majority 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 Colorado
Interstate gas system, its 50% equity interest in WYCO Development LLC, and
gas storage and processing facilities.
El Paso Corporation provides natural gas and related energy products in a
safe, efficient, and 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 CIG believes 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 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, CIG disclaims 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 in the Offer to
Purchase, under the caption "Risk Factors" in CIG's Annual and Quarterly
Reports on Forms 10-K and 10-Q and in the other documents CIG files 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 CIG or on CIG's
behalf.
SOURCE El Paso Corporation
11/29/2007
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
5140 11/29/2007 18:30 EST http://www.prnewswire.com
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