El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
2-Dec-2010
El Paso Corporation Announces Cash Tender Offers for Senior NotesHOUSTON, TX, Dec 02, 2010 (MARKETWIRE via COMTEX) -- El Paso Corporation (NYSE: EP) today announced the commencement of
cash tender offers to purchase the seven series of its outstanding
senior notes listed in the table below. The specific terms and
conditions of the tender offers are described in the Offer to
Purchase dated December 2, 2010. The tender offers will expire at
11:59 p.m., New York City time, on December 30, 2010 (such date and
time, as it may be extended, the "Expiration Date").
Principal Acceptance
Amount Priority
Title of Notes CUSIP Number Outstanding Level
--------------------------- ----------------- ------------ ----------
Any and All Notes:
12.000% Senior Notes due
2013 28336LBS7 $151,330,000 1
8.250% Senior Notes due
2016 28336LBT5 $500,000,000 1
Maximum Tender Offer Notes:
7.000% Senior Notes due
2011 28336LAB5 $193,010,000 2
7.625% Senior Notes due
2011 835415AJ9 (3) $347,680,000 2
9.625% Senior Notes due
2012 28336LAZ2 $49,110,000 3
7.875% Senior Notes due
2012 28336LAE9 $229,000,000 3
7.375% Senior Notes due
2012 28368EAB2 (4) $131,480,000 3
Early
Tender Offer Tender Total
Title of Notes Consideration(1) Payment(1) Consideration(1)(2)
--------------------------- ---------------- ---------- -------------------
Any and All Notes:
12.000% Senior Notes due
2013 $1,230.00 $30.00 $1,260.00
8.250% Senior Notes due
2016 $1,145.00 $30.00 $1,175.00
Maximum Tender Offer Notes:
7.000% Senior Notes due
2011 $990.00 $30.00 $1,020.00
7.625% Senior Notes due
2011 $1,002.50 $30.00 $1,032.50
9.625% Senior Notes due
2012 $1,075.00 $30.00 $1,105.00
7.875% Senior Notes due
2012 $1,052.50 $30.00 $1,082.50
7.375% Senior Notes due
2012 $1,053.75 $30.00 $1,083.75
______________________________________
(1) Per $1,000 principal amount of Notes tendered and accepted for
purchase.
(2) Includes the Early Tender Payment.
(3) The 7.625%
Notes were issued by Sonat, Inc., which was merged into El Paso
Energy Corporation, whose name was later changed to El Paso
Corporation.
(4) The 7.375% Notes were issued by El Paso Energy
Corporation, whose name was later changed to El Paso Corporation.
Upon the terms and subject to the conditions described in the Offer
to Purchase, El Paso is offering to purchase for cash:
-- any and all of the two series of notes identified as Any and All Notes
in the table above; and
-- the five series of notes identified as Maximum Tender Offer Notes in
the table above.
El Paso is offering to purchase the Maximum Tender Offer Notes such
that the aggregate amount of the consideration (excluding accrued
interest and fees and expenses) paid for the Maximum Tender Offer
Notes tendered is equal to $800,000,000 less the aggregate amount of
the consideration (excluding accrued interest and fees and expenses)
paid for the Any and All Notes tendered and accepted for purchase
(the "Maximum Tender Offer Amount"). El Paso reserves the right to
increase the Maximum Tender Offer Amount, without extending
withdrawal rights, subject to compliance with applicable law.
The Maximum Tender Offer Notes to be purchased in the Maximum Tender
Offers will be determined in accordance with the acceptance priority
level (in numerical priority order) specified in the table above (the
"Acceptance Priority Level"). All the Maximum Tender Offer Notes
validly tendered in the Maximum Tender Offers having a higher
Acceptance Priority Level will be accepted before any validly
tendered Maximum Tender Offer Notes having a lower Acceptance
Priority Level are accepted. Accordingly, if the Priority 2 Notes are
validly tendered in an amount such that the aggregate amount of the
consideration to be paid for the Priority 2 Notes validly tendered is
greater than the Maximum Tender Offer Amount, then none of the
Priority 3 Notes will be accepted for purchase. If the aggregate
amount of the consideration for the Maximum Tender Offer Notes
validly tendered at an Acceptance Priority Level is more than the
remaining Maximum Tender Offer Amount, the principal amount of
Maximum Tender Offer Notes to be purchased at that Acceptance
Priority Level will be prorated.
If proration is required at an Acceptance Priority Level, each holder
will have a fraction of the principal amount of tendered Notes at
that Acceptance Priority Level purchased, rounded down to the nearest
integral multiple of $1,000. The proration factor shall be a
fraction, the numerator of which is the Maximum Tender Offer Amount
available for purchases at that Acceptance Priority Level and the
denominator of which is the aggregate amount of the consideration for
all Notes at that Acceptance Priority Level that have been validly
tendered prior to the Expiration Date.
Holders of Notes that are validly tendered and not validly withdrawn
on or prior to 5:00 p.m., New York City time, on December 13, 2010
(such time, as it may be extended, the "Early Tender Date") and that
El Paso accepts for purchase will receive the applicable total
consideration as specified in the table above (the "Total
Consideration"), which includes the applicable early tender payment
as specified in the table above (the "Early Tender Payment"). Holders
of Notes that are validly tendered after the Early Tender Date but on
or prior to the Expiration Date and that El Paso accepts for purchase
will receive only the applicable Tender Offer Consideration. The
applicable Tender Offer Consideration is equal to the applicable
Total Consideration minus the applicable Early Tender Payment.
Holders who tender Notes on or prior to 5:00 p.m., New York City
time, on December 13, 2010 (such date and time, as it may be
extended, the "Withdrawal Deadline") may withdraw such tendered Notes
at any time on or prior to the Withdrawal Deadline. Following the
Withdrawal Deadline, holders who have tendered their Notes (whether
before, on or after the Withdrawal Deadline) may not withdraw such
Notes, unless El Paso is required to extend withdrawal rights under
applicable law.
Payments for any Notes purchased by El Paso will include accrued and
unpaid interest from and including the last interest payment date up
to, but not including, the applicable settlement date.
El Paso may,
at its option, accept for payment Any and All Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Date at any
time after the Early Tender Date and prior to the Expiration Date (an
"Early Acceptance Date"). If El Paso elects to have an Early
Acceptance Date, the Early Acceptance Date may be as early as
December 14, 2010, the first business day after the Early Tender
Date. In such event, El Paso expects to purchase the Any and All
Notes tendered on or prior to the Early Tender Date at a time
promptly following early acceptance.
Payment of the applicable Tender Offer Consideration (and for Notes
validly tendered on or prior to the Early Tender Date, the applicable
Early Tender Payment) with respect to Notes that are validly tendered
on or prior to the Expiration Date and are accepted for purchase (and
not already purchased pursuant to early acceptance) will be made on
the final settlement date, which is expected to be on December 31,
2010, the first business day following the Expiration Date.
The complete terms and conditions of each tender offer is set forth
in the Offer to Purchase and a Letter of Transmittal, along with any
amendments and supplements thereto, which holders are urged to read
carefully before making any decision with respect to the tender
offers. Copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from Global Bondholder Services Corporation, the
depositary and information agent for the tender offers, at (212)
430-3774 (banks and brokers) or (866) 470-4300 (all others).
Questions regarding the tender offers also may be directed to the
dealer managers for the Tender Offers, Citigroup Global Markets Inc.
at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or RBC
Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822
(collect).
This press release is neither an offer to purchase nor a solicitation
of an offer to sell any securities. El Paso is making the tender
offers only by, and pursuant to the terms of, the Offer to Purchase
and a Letter of Transmittal. The tender offers are not being made in
any jurisdiction in which the making or acceptance thereof would not
be in compliance with the securities, blue sky or other laws of such
jurisdiction. None of El Paso, the depositary and information agent,
the dealer managers or the trustee with respect to the Any and All
Notes and the Maximum Tender Offer Notes, or any of El Paso's or
their respective affiliates, makes any recommendation as to whether
holders should tender or refrain from tendering, all or any portion
of their Notes in response to the applicable tender offer.
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 tender offers. 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 Connery
Vice President
(713) 420-5855
Media Relations
Bill Baerg
Manager
(713) 420-2906
SOURCE: El Paso Corporation
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