El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
27-Jul-2011
El Paso Corporation Announces Early Tender ResultsHOUSTON, TX, Jul 27, 2011 (MARKETWIRE via COMTEX) -- El Paso Corporation (NYSE: EP) today announced that as of 5:00 p.m.,
New York City time, on July 26, 2011 (the "Early Tender Date") the
following principal amounts of the outstanding senior notes listed
below (the "Notes") have been tendered under the previously announced
cash tender offers (the "Tender Offers") for such notes as reported
by the depositary for the Tender Offers.
Principal Amount
Outstanding prior
CUSIP to the Early Principal Amount
Title of Notes Number Tender Date Tendered
-------------------------- ------------ ------------------ -----------------
Any and All Notes:
9.625% Senior Debentures
due 2012 190441AP0(1) $570,000 $25,000
9.625% Senior Notes due
2012 28336LAZ2 $27,583,000 $16,040,000
8.250% Senior Notes due
2016 28336LBT5 $67,867,000 $590,000
6.950% Senior Debentures
due 2028 190441AW5(1) $896,000 $525,000
6.950% Senior Notes due
2028 28336LBD0 $173,534,000 $142,815,000
7.420% Senior Debentures
due 2037 190441AT2(1) $236,000 $50,000
7.420% Senior Notes due
2037 28336LBH1 $160,218,000 $113,650,000
Dutch Auction Notes:
6.875% Senior Notes due
2014 28336LBM0 $375,000,000 $223,403,000
7.000% Senior Notes due
2017 28336LBQ1 $900,000,000 $303,453,000
7.250% Senior Notes due
2018 28336LBR9 $575,000,000 $232,517,000
____________________________________
(1) Originally issued at The Coastal Corporation and were exchanged for
El Paso Corporation Notes in December 2005. Amounts outstanding for
these Debentures are small positions which were not exchanged in that
exchange offer and were assumed by the Company on December 31, 2005.
Any and All Tender Offers
Today, El Paso accepted all of the 9.625% Senior Debentures due 2012
(the "9.625% Debentures"), all of the 9.625% Senior Notes due 2012
(the "9.625% Notes"), all of the 8.250% Senior Notes due 2016 (the
"8.250% Notes"), all of the 6.950% Senior Debentures due 2028 (the
"6.950% Debentures"), all of the 6.950% Senior Notes due 2028 (the
"6.950% Notes"), all of the 7.420% Senior Debentures due 2037 (the
"7.420% Debentures") and all of the 7.420% Senior Notes due 2037 (the
"7.420% Notes" and, together with the 9.625% Debentures, the 9.650%
Notes, the 8.250% Notes, the 6.950% Debentures, the 6.950% Notes and
the 7.420% Debentures, the "Any and All Notes") validly tendered on
or prior to the Early Tender Date. El Paso expects to make payment
for such accepted Any and All Notes on July 29, 2011. The holders of
the 9.625% Debentures, 9.625% Notes, 8.250% Notes, 6.950% Debentures,
6.950% Notes, 7.420% Debentures and 7.420% Notes that were accepted
for purchase will receive Total Consideration of $1,070, $1,070,
$1,140, $1,125, $1,125, $1,170 and $1,170, respectively, per $1,000
principal amount tendered, plus accrued and unpaid interest from the
last interest payment date to, but not including, the settlement
date.
Dutch Auction Tender Offers
Also described in El Paso's Offer to Purchase dated July 13, 2011
(the "Offer to Purchase") are offers by El Paso to purchase the
6.875% Senior Notes due 2014, the 7.000% Senior Notes due 2017 and
the 7.250% Senior Notes due 2018 (collectively, the "Dutch Auction
Notes") such that the aggregate amount of the consideration
(excluding accrued interest and fees and expenses) paid for the Dutch
Auction Notes tendered is equal to $750,000,000 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 Dutch Auction Tender Offer Amount"). After
paying for the Any and All Notes validly tendered on or prior to the
Early Tender Date, the Maximum Dutch Auction Tender Offer Amount
available to purchase Dutch Auction Notes is $437,851,350. The
aggregate amount of the consideration (excluding accrued interest and
fees and expenses) paid for Any and All Notes that are validly
tendered after the Early Tender Date but prior to 11:59 p.m., New
York City time, on August 9, 2011 (the "Expiration Date") and
accepted for purchase will reduce the amount available to purchase
Dutch Auction Notes. As of the Early Tender Date, Holders of Dutch
Auction Notes have tendered $759,473,000 and as such will be subject
to proration as described in the Offer to Purchase.
The Total Consideration or Tender Offer Consideration, as applicable,
will be determined based on a formula consisting of a "base price"
per $1,000 principal amount of Dutch Auction Notes, plus a "clearing
premium" to be determined pursuant to the modified "Dutch Auction."
The clearing premium will be determined by consideration of the "bid
price" specified by each Holder that tenders Dutch Auction Notes into
the applicable Dutch Auction Tender Offer, which represents the
minimum Total Consideration such Holder is willing to receive for
those Dutch Auction Notes. The bid price each Holder specifies with
respect to a particular series of Dutch Auction Notes must be within
the following ranges:
Series of Notes Base Price Maximum Bid Price
------------------------------------- ------------ -------------------
6.875% Senior Notes due June 15, 2014 $1,115.00 $1,145.00
7.000% Senior Notes due June 15, 2017 $1,135.00 $1,165.00
7.250% Senior Notes due June 1, 2018 $1,135.00 $1,165.00
With respect to each Dutch Auction Tender Offer, the "clearing
premium" will be determined by consideration of the "bid premiums"
(equal to the excess of each "bid price" over its respective Base
Price) of all validly tendered (and not withdrawn) Dutch Auction
Notes in order of lowest to highest bid premiums. The clearing
premium will be:
-- The lowest single premium such that for all tenders of Dutch Auction
Notes whose bid price results in a bid premium equal to or less than
this single lowest premium we will be able to spend the Maximum Dutch
Auction Tender Offer Amount; or
-- In the event that the number of Dutch Auction Notes that are tendered
would result in El Paso spending less than the Maximum Dutch Auction
Tender Offer Amount, the highest Bid Premium with respect to any Dutch
Auction Notes validly tendered (and not withdrawn).
Assuming there are no additional tenders of Notes prior to the
Expiration Date, the clearing premium for the Dutch Auction Tender
Offers will be $27.50 based on the tenders of Notes received (and not
withdrawn) on or prior to the Early Tender Date.
With respect to each Dutch Auction Tender Offer, if the aggregate
amount of Dutch Auction Notes validly tendered (and not withdrawn) at
or above the clearing premium would cause El Paso to spend more than
the Maximum Dutch Auction Tender Offer Amount, then, subject to the
terms and conditions of the Dutch Auction Tender Offers, El Paso will
accept for purchase, first, all Dutch Auction Notes validly tendered
(and not withdrawn) at a bid premium less than the clearing premium,
and thereafter, Dutch Auction Notes validly tendered (and not
withdrawn) with a bid premium equal to the clearing premium on a
prorated basis.
General
Holders of Notes who have not already tendered all of their Notes may
continue to do so at any time at or prior to the Expiration Date
unless earlier terminated by El Paso. Withdrawal rights for the
Tender Offers have expired.
Subject to the terms and conditions set forth in the Offer to
Purchase, including the Maximum Dutch Auction Tender Offer Amount and
proration in the case of the Dutch Tender Offers, 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 and will not receive
the applicable Early Tender Payment (each as defined in the Offer to
Purchase). Payment of the applicable Tender Offer Consideration will
be made on the final settlement date, which is expected to be August
10, 2011, 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 related 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) 952-2200 (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 Deutsche Bank Securities Inc. at (855) 287-1922
(toll-free) or (212) 250-7527 (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 trustees with respect to the 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
Offers.
El Paso Corporation provides natural gas and related energy products
in a safe, efficient, and dependable manner. The company owns North
America's largest interstate natural gas pipeline system, one of
North America's largest independent oil and natural gas producers and
an emerging midstream business. For more information, visit
www.elpaso.com.
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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