El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
23-May-2008
Southern Natural Gas Company Announces Cash Tender Offer for Up to $189 Million Aggregate Principal Amount of Certain of Its Outstanding NotesHOUSTON, TX, May 23, 2008 (MARKET WIRE via COMTEX News Network) -- Southern Natural Gas Company, a majority owned subsidiary of El Paso
Corporation (NYSE: EP) (SNG), announced today it has commenced a cash
tender offer to purchase up to $189 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 SNG be
obligated to accept for purchase or pay for notes tendered pursuant
to the tender offer in an aggregate principal amount in excess of
$189 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 part of SNG's previously announced plan
to reduce the aggregate amount of its outstanding indebtedness by
approximately $289 million.
The table below indicates each series of notes included in the tender
offer.
Title of Principal Acceptance Reference Bloomberg Fixed Spread
Securities and Amount Priority Treasury Reference (basis
CUSIP Numbers Outstanding Level Security Page points)(1)
------------- ---------- ------------ -------- ------------
7.35% Notes due
February 15, 2031 4.75% U.S.
(CUSIP No. Treasury Notes
843452AY9) $ 300,000,000 1 due 2/15/2037 PX1 +225 bps
------------- ---------- ------------ -------- ------------
8.0% Notes due
March 1, 2032 4.75% U.S.
(CUSIP No. Treasury Notes
843452AZ6) $ 300,000,000 2 due 2/15/2037 PX1 +225 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 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 the aggregate principal amount of Notes
tendered within the first acceptance priority level exceeds the
Tender Cap, no notes within the second acceptance priority level will
be accepted for purchase. SNG 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 any
series tendered exceeds the amount of the Tender Cap remaining
available for application to the acceptance priority level for such
series, then, if SNG accepts notes of such series for purchase, SNG
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 p.m., New York City
time, on June 6, 2008.
The tender offer is 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 settlement date, which SNG 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 p.m., New York City time, on June 6,
2008, 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, SNG 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. SNG is not
soliciting consents from holders of notes in connection with the
tender offer.
SNG 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
offer is made only by and pursuant to the terms of the Offer to
Purchase and the related Letter of Transmittal. None of SNG, the
dealer managers or the depositary and information agent makes any
recommendations as to whether holders should tender their notes
pursuant to the tender offer. Holders must make their own decisions
as to whether to tender notes, and, if so, the principal amount of
notes to tender.
SNG is a Delaware general partnership, originally formed as a
corporation in 1935. SNG 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). SNG's primary business consists of the interstate
transportation and storage of natural gas. SNG conducts its business
activities through its Southern Natural Gas pipeline system and
related storage 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 SNG 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 SNG'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
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 SNG's Annual
and Quarterly Reports on Forms 10-K and 10-Q and in the other
documents SNG 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 SNG or on SNG'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
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