El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
10-Sep-2010
El Paso Corporation Announces Offer to Exchange Outstanding Debt Securities for New Notes and CashHOUSTON, TX, Sep 10, 2010 (MARKETWIRE via COMTEX) -- El Paso Corporation (NYSE: EP) today announced the commencement of
a private offer to exchange any and all of its outstanding 12.000%
Senior Notes due 2013 (the "Existing Notes") held by Eligible Holders
(as defined below) for its 6.50% Senior Notes due 2020 to be issued
by El Paso (the "New Notes") and cash (the "Exchange Offer"). The New
Notes will mature on September 15, 2020 and will bear interest from
September 24, 2010 (the "Early Settlement Date") at a rate per annum
of 6.50%. The New Notes will be senior unsecured indebtedness and
will rank equally with all of El Paso's other existing and future
senior unsecured indebtedness.
The Exchange Offer is being conducted upon the terms and subject to
the conditions set forth in an offering memorandum, dated September
10, 2010, and the related letter of transmittal. The Exchange Offer
is only made, and copies of the offering documents will only be made
available, to a holder of the Existing Notes who has certified its
status as (1) a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"), or (2) a person who is not a "U.S. person" as defined under
Regulation S under the Securities Act (each, an "Eligible Holder").
Eligible Holders of Existing Notes who tender their Existing Notes at
or before 5:00 p.m. New York City time on September 23, 2010, subject
to any extension by El Paso (the "Early Exchange Date"), will receive
an additional early exchange premium.
The Exchange Offer is subject to certain conditions, including the
requirement that El Paso receive valid tenders, not validly
withdrawn, of at least $300 million aggregate principal amount of
Existing Notes, on or prior to the Early Exchange Date.
The Exchange Offer will expire at 11:59 p.m., New York City time, on
October 7, 2010, unless extended or earlier terminated by El Paso
(the "Expiration Date"). Tenders of Existing Notes in the Exchange
Offer may be validly withdrawn at any time prior to 5:00 p.m. New
York City time on September 23, 2010, subject to any extension by El
Paso (the "Withdrawal Deadline"), but will thereafter be irrevocable,
except where additional withdrawal rights are required by law.
Tenders submitted in the Exchange Offer after the Withdrawal Deadline
will be irrevocable except in the limited circumstances where
additional withdrawal rights are required by law.
El Paso expects that Eligible Holders who validly tender their
Existing Notes before the Early Exchange Date will receive their New
Notes and cash payments on the Early Settlement Date, and that
Eligible Holders who validly tender their Existing Notes after the
Early Exchange Date but before the Expiration Date will receive their
New Notes and cash payments on October 8, 2010 (the "Final Settlement
Date").
El Paso will also pay accrued and unpaid interest in cash on the
Existing Notes accepted in the Exchange Offer to, but not including,
the applicable settlement date minus, in the case of the Final
Settlement Date, accrued and unpaid interest on the New Notes, to,
but not including, the Final Settlement Date.
The New Notes have not been registered under the Securities Act or
any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
Documents relating to the Exchange Offer will only be distributed to
holders of Existing Notes who complete and return a letter of
eligibility confirming that they are within the category of Eligible
Holders for the Exchange Offer. Holders of Existing Notes who desire
a copy of the eligibility letter may contact Global Bondholder
Services Corporation, the information agent for the Exchange Offer,
toll-free at (866) 873-5600 or at (212) 430-3774 (banks and brokerage
firms).
This press release is not an offer to sell or a solicitation of an
offer to buy any security. The Exchange Offer is being made solely by
the offering memorandum and related letter of transmittal and only to
such persons and in such jurisdictions as is permitted under
applicable law.
El Paso Corporation provides natural gas and related energy products
in a safe, efficient, and dependable manner. El Paso owns North
America's largest interstate natural gas pipeline system and one of
North America's largest independent natural gas producers.
Cautionary Statement Regarding Forward-Looking Statements
This release includes certain forward-looking statements and
projections. The company 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.
Important factors which could cause actual results to differ
materially from those in forward-looking statements include, among
others, unfavorable market conditions, and our ability to
successfully complete the Exchange Offer. While the company makes
these statements and projections in good faith, neither the company
nor its management can guarantee that anticipated future results will
be achieved. Reference must be made to those filings for additional
important factors that may affect actual results. The company assumes
no obligation to publicly update or revise any forward-looking
statements made herein or any other forward-looking statements made
by the company, whether as a result of new information, future
events, or otherwise.
Contacts
Investor and Media Relations
Bruce L. Connery
Vice President
(713) 420-5855
Media Relations
Bill Baerg
Manager
(713) 420-2906
SOURCE: El Paso Corporation
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