El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
17-Sep-2008
El Paso Pipeline Partners Agrees to Acquire Additional Interests in Assets From El Paso CorporationHOUSTON, TX, Sep 17, 2008 (MARKET WIRE via COMTEX News Network) -- El Paso Pipeline Partners, L.P. (NYSE: EPB) announced today that it
has agreed to acquire an additional 30-percent interest in Colorado
Interstate Gas Company (CIG) and an additional 15-percent interest in
Southern Natural Gas Company (SNG) from El Paso Corporation (NYSE:
EP) for $736 million. The acquisition will increase El Paso Pipeline
Partners' interest in CIG to 40 percent and its interest in SNG to 25
percent.
"We are delighted to announce the partnership's first acquisition
from El Paso Corporation," said Jim Yardley, president and chief
executive officer for the general partner of El Paso Pipeline
Partners. "The partnership is acquiring additional interests in
premier market- and supply-related pipeline assets that generate
stable cash flows. This purchase improves an already excellent
organic growth platform. Based solely on our current backlog of
committed growth projects, we expect to achieve 8- to 10-percent
average annual growth in distributable cash flow through 2012."
In conjunction with the acquisition, El Paso Pipeline Partners
announced an agreement for $175 million of private placement debt
with an average annual rate of 7.6 percent, due 2011 through 2013.
At closing, the acquisition will be financed with the private
placement, $65 million from the partnership's existing revolving
credit facility, a $10 million note to El Paso and 27,761,611 common
units, all of which will be issued to El Paso. With the issuance of
the additional units, El Paso's ownership of limited partner units
will increase from 65 percent to 73 percent. The general partner
will acquire 0.6 million general partner units for $10 million,
maintaining its 2-percent interest.
"This transaction demonstrates El Paso's alignment with unitholders
and our commitment to grow the partnership," said Doug Foshee,
president and chief executive officer of El Paso Corporation.
As a result of the increased distributable cash flow expected to
result from the acquisition, management intends to recommend to the
Board of Directors of the general partner an increase in the
quarterly cash distribution to $0.32 per unit, beginning with the
distribution to be declared and paid in the first quarter 2009. This
represents an 8.5-percent increase from the current quarterly rate of
$0.295 per unit and an 11.3-percent increase above the partnership's
original minimum quarterly distribution rate.
The transaction is effective July 1, 2008 and will close
contemporaneously with the closing of the debt financing, which is
expected by September 30, 2008.
The terms of the transaction were unanimously approved by El Paso
Pipeline GP Company, L.L.C.'s Board of Directors, based in part on the
unanimous approval and recommendation of the Board's conflicts
committee, which is comprised entirely of independent directors. The
conflicts committee engaged Tudor, Pickering, Holt & Co. to act as
its financial advisor and to render a fairness opinion.
A summary of El Paso Pipeline Partners' significant organic project
backlog can be found at http://www.eppipelinepartners.com/EPBprojects.pdf
El Paso Pipeline Partners, L.P. is a Delaware limited partnership
formed by El Paso Corporation to own and operate natural gas
transportation pipelines and storage assets. El Paso Corporation owns
56.2 million limited partner units, increasing to 83.9 million
following the close of the announced acquisition and 1.7 million
general partner units, increasing to 2.3 million following the close
of the announced acquisition. El Paso Pipeline Partners, L.P. owns
Wyoming Interstate Company, an interstate pipeline system serving the
Rocky Mountain region, and a 10-percent interest, increasing to 40
percent following the close of the announced acquisition, in Colorado
Interstate Gas Company which operates in the Rocky Mountain region
and a 10-percent interest, increasing to 25 percent following the
close of the announced acquisition, in Southern Natural Gas Company,
which operates in the southeastern region of the United States. For
more information about El Paso Pipeline Partners, visit
www.eppipelinepartners.com.
Disclosure of Non-GAAP Financial Measures
The SEC's Regulation G applies to any public disclosure or release of
material information that includes a non-GAAP financial measure. In
the event of such a disclosure or release, Regulation G requires (i)
the presentation of the most directly comparable financial measure
calculated and presented in accordance with GAAP and (ii) a
reconciliation of the differences between the non-GAAP financial
measure presented and the most directly comparable financial measure
calculated and presented in accordance with GAAP.
El Paso Pipeline Partners uses the non-GAAP financial measure
"Distributable Cash Flow" to measure its cash generation ability.
The partnership defines Distributable Cash Flow as Adjusted EBITDA
less cash interest expense, maintenance capital expenditures, and
other income and expenses, net, which primarily includes non-cash
allowance for funds during construction and other non-cash items.
Distributable Cash Flow does not reflect changes in working capital
balances. Adjusted EBITDA is defined as net income plus depreciation
and amortization expense, interest and debt expense, net of interest
income and the partnership's share of cash distributions from equity
interests, less equity in earnings.
El Paso Pipeline Partners believes that the non-GAAP financial
measures described above are also useful to investors because these
measurements are used by many companies in the industry as a
measurement of operating and financial performance and are commonly
employed by financial analysts and others to evaluate the operating
and financial performance of the partnership and to compare the
operating and financial performance of the partnership with the
performance of other publicly traded partnerships within the
industry.
These non-GAAP financial measures may not be comparable to similarly
titled measurements used by other companies and should not be used as
a substitute for net income, earnings per unit, cash flow from
operating activities or other GAAP operating measurements.
Cautionary Statement Regarding Forward-Looking Statements
This release includes forward-looking statements and projections. El
Paso Pipeline Partners has made every reasonable effort to ensure that
the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. However,
a variety of factors could cause actual results to differ materially
from the projections, anticipated results or other expectations
expressed in this release, including, without limitation, that the
amount of cash distributions declared will be determined on a
quarterly basis by the board of directors of our general partner, in
their sole discretion, and will depend on many factors including El
Paso Pipeline Partner's financial condition, earnings, cash flows,
capital requirements, financial covenants, legal requirements and
other factors deemed relevant by the board of directors of our
general partner; the ability to close the debt private placement is
subject to execution of definitive agreements, and our ability to
achieve projected growth rates will depend on many different factors,
including without limitation, the ability to obtain necessary
governmental approvals for proposed pipeline projects and to
successfully construct expansion projects on time and within budget;
operating hazards, natural disasters, weather-related delays,
casualty losses and other matters beyond our control; the risks
associated with recontracting of transportation commitments;
regulatory uncertainties associated with pipeline rate cases; actions
taken by third-party operators, processors and transporters;
conditions in geographic regions or markets served by El Paso
Pipeline Partners and its affiliates and equity investees or where its
operations and affiliates are located; the effects of existing and
future laws and governmental regulations; competitive conditions in
our industry; changes in the availability and cost of capital; and
other factors described in El Paso Pipeline Partners' (and its
affiliates') Securities and Exchange Commission filings. While these
statements and projections are made in good faith, El Paso Pipeline
Partners and its management cannot guarantee that anticipated future
results will be achieved. Reference must be made to those filings for
additional important factors that may affect actual results. El Paso
Pipeline Partners assumes no obligation to publicly update or revise
any forward-looking statements made herein or any other
forward-looking statements made, whether as a result of new
information, future events, or otherwise.
Contacts:
Investor-Media Relations
Bruce L. Connery
Vice President
(713) 420-5855
Media Relations
Bill Baerg
Manager
(713) 420-2906
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