El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
23-May-2008
Colorado Interstate Gas Company Announces Cash Tender Offer for Up to $100 Million Aggregate Principal Amount of Certain of Its Outstanding NotesHOUSTON, TX, May 23, 2008 (MARKET WIRE via COMTEX News Network) -- 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 $100 million aggregate principal
amount of its outstanding notes of the series specified in the table
below. The offer to purchase consists of two separate offers, with
one offer to purchase any and all of the outstanding notes listed
under the heading "Any and All Offer" in the table below (the Any and
All Offer) and a second offer to purchase notes listed under the
heading "Maximum Tender Offer" in the table below (the Maximum Tender
Offer) in an amount equal to the Tender Cap. The principal amount of
a particular series of notes that is purchased in the offers 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 offers in an aggregate principal
amount in excess of $100 million (the Tender Cap). The offers are
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 offers. The offers are part of 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 offers.
Title of Principal Acceptance Reference Bloomberg Fixed Spread
Securities and Amount Priority Treasury Reference (basis
CUSIP Numbers Outstanding Level Security Page points)(1)
------------- ---------- ------------ -------- ------------
Offer for Notes
listed below:
Any and All Offer
5.95% Senior Notes
due March 15, 2015 3.875% U.S.
(CUSIP No. Treasury Notes
196522AH9) $ 75,000,000 1 due 5/15/2018 PX1 +200 bps
------------- ---------- ------------ -------- ------------
Offer for Notes
listed below:
Maximum Tender Offer
6.80% Senior Notes
due November 15, 3.875% U.S.
2015 (CUSIP No. Treasury Notes
196522AK2) $400,000,000 2 due 5/15/2018 PX1 +200 bps
------------- ---------- ------------ -------- ------------
(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 offers 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.
If the aggregate principal amount of the series of notes tendered in
the Maximum Tender Offer exceeds the amount of the Tender Cap
remaining available for application to such series, then CIG will
accept such notes on a pro rata basis as set forth in the Offer to
Purchase. CIG may increase the Tender Cap, subject to and in
accordance with applicable law, without extending withdrawal rights.
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 offers, at 2 p.m., New York City time, on
June 6, 2008.
The offers are scheduled to expire at 12 midnight, New York City
time, on June 20, 2008, 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 p.m., New York City time, on
June 6, 2008, 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 initial or final settlement date, as applicable. CIG
expects the initial settlement to occur promptly after the early
tender date, and the final settlement date to occur promptly after
the expiration date. Only notes tendered in the Any and All Offer at
or prior to the early tender date will be eligible for settlement on
the initial settlement 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 p.m., New York City time, on June 6,
2008, and notes tendered after the withdrawal date and before the
expiration of the offers may not be withdrawn.
The offers are 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 offers and
may postpone the acceptance for purchase of, and payment for, notes
so tendered. The offers are 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 offers.
CIG has retained Merrill Lynch & Co. and JPMorgan to serve as the
dealer managers for the offers and has retained Global Bondholder
Services Corporation to serve as the depositary and information agent
for the offers.
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 offers 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 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 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. CIG is owned 90 percent by a wholly owned
subsidiary of El Paso Corporation (El Paso) and 10 percent by a
wholly owned subsidiary of El Paso Pipeline Partners, L.P. (NYSE:
EPB). CIG's 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, 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.
Contacts:
Investor and Public Relations
Bruce L. Connery
Vice President
Office: (713) 420-5855
Media Relations
Bill Baerg
Manager
Office: (713) 420-2906
SOURCE: El Paso Corporation
|