El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
27-Jan-2006
El Paso Corporation to Repurchase Tendered Zero Coupon Convertible Debentures HOUSTON, Jan. 27 /PRNewswire-FirstCall/ -- El Paso Corporation (NYSE: EP)
today announced that holders of Zero Coupon Convertible Debentures due
February 28, 2021 (the "Debentures"), have the right (the "Option"), beginning
as of January 30, 2006, to surrender their Debentures for cash. Each holder
of Debentures has the right to require El Paso to repurchase on
February 28, 2006 all or any part of such holder's Debentures at a price equal
to $552.07 per $1,000 of principal amount at maturity. Under the terms of the
Debentures, El Paso has the option to pay the repurchase price for the
Debentures with cash, stock, or a combination of cash and stock, and has
elected to pay for the Debentures solely with cash. If all outstanding
Debentures are surrendered for repurchase, the aggregate cash purchase price
will be approximately $615.2 million.
In order to surrender Debentures for repurchase, a holder of Debentures
must deliver a repurchase notice to HSBC Bank USA, National Association
("HSBC"), the trustee under the indenture governing the Debentures and paying
agent for the repurchase of the Debentures, before the expiration of the
Option (which will occur immediately following 11:59 p.m. New York City time
on February 27, 2006). Holders of Debentures complying with the transmittal
procedures of The Depository Trust Company need not submit a physical
repurchase notice to HSBC. Holders may withdraw any Debentures previously
surrendered for repurchase at any time before the expiration of the Option.
El Paso will file a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission later today. El Paso will make available
to debenture holders, through The Depository Trust Company, documents
specifying the terms, conditions and procedures for surrendering and
withdrawing Debentures for repurchase. Debenture holders are encouraged to
read these documents carefully before making any decision with respect to the
surrender of Debentures, because these documents contain important information
regarding the details of El Paso's obligation to purchase the Debentures.
The Debentures are convertible (at any time prior to the close of business
on the business day immediately preceding the date of the Debentures' stated
maturity) into 4.7872 shares of El Paso's common stock, par value $3.00 per
share, per $1,000 principal amount at maturity of Debentures, subject to
adjustment under certain circumstances. Debentures as to which a repurchase
notice has been given may be converted into shares of El Paso's common stock
at any time before the close of business on February 27, 2006 only if the
applicable repurchase notice has been withdrawn in accordance with the terms
of the indenture.
El Paso Corporation provides natural gas and related energy products in a
safe, efficient, and dependable manner. The company owns North America's
largest natural gas pipeline system and one of North America's largest
independent natural gas producers. For more information, visit
http://www.elpaso.com .
SOURCE El Paso Corporation
01/27/2006
CONTACT: investor and public relations, Bruce L. Connery, Vice
President, 1-713-420-5855, or fax, 1-713-420-4417, or media relations, Bill
Baerg, Manager, 1-713-420-2906, or fax, 1-713-420-4417, both of El Paso
Corporation
5782 01/27/2006 14:05 EST http://www.prnewswire.com
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