El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
El Paso Corporation Announces Cash Tender Offers for Certain of Its Outstanding Notes
HOUSTON, Feb. 23 /PRNewswire-FirstCall/ -- El Paso Corporation (NYSE: EP)
("El Paso" or the "Company") today announced it has commenced cash tender
offers for certain series of its outstanding notes.
The tender offers consist of two separate offers: an Any and All Offer
(the "Any and All Offer") and a Maximum Tender Offer (the "Maximum Tender
Offer"), both made pursuant to an Offer to Purchase dated today (the "Offer to
Purchase") which sets forth a more comprehensive description of the terms of
the tender offers. In the Any and All Offer, El Paso is offering to purchase
any and all of the approximately $862 million outstanding principal amount of
certain series of notes as listed in the table below. In the Maximum Tender
Offer, El Paso is offering to purchase up to a portion of the aggregate
principal amount outstanding (the "Principal Purchase Amount") of each of
certain series of notes as listed in the table below.
The table below indicates each series of notes included in the tender
Amount Principal Reference Bloomberg Offer
Title of CUSIP Outstand- Purchase Treasury Reference Consider-
Security Number ing Amount(1) Security Page ation(2)
Offer for Notes Listed Below: Any and All Offer
2007 28336LAH2 $272,102,000 N/A 6.125% U.S.
08/15/2007 PX3 +50 bps
2007 835415AF7 $75,172,000 N/A 4.000% U.S.
09/30/2007 PX3 +50 bps
2007 28368EAC0 $300,000,000 N/A 4.250% U.S.
11/30/2007 PX3 +50 bps
2008 28336LAR0 $215,000,000 N/A 4.875% U.S.
08/31/2008 PX4 +50 bps
Offer for Notes Listed Below: Maximum Tender Offer
2008 835415AG5 $100,000,000 $5,000,000 N/A N/A $1,007.50
2008 28336LAP4 $200,000,000 $10,000,000 N/A N/A $1,010.00
2009 28336LAT6 $200,000,000 $60,000,000 N/A N/A $1,016.25
2009 283905AA5 $495,000,000 $165,000,000 N/A N/A $1,026.25
2010 28336LAV1 $400,000,000 $120,000,000 N/A N/A $1,068.75
2010 28336LAX7 $56,573,000 $56,573,000 N/A N/A $1,167.50
2011 28336LAB5 $470,000,000 $100,000,000 N/A N/A $1,051.25
2011 835415AJ9 $595,000,000 $150,000,000 N/A N/A $1,075.00
2012 28336LAZ2 $150,000,000 $40,000,000 N/A N/A $1,165.00
2012 28336LAE9 $465,000,000 $111,153,000 N/A N/A $1,090.00
2012 28368EAB2 $300,000,000 $45,000,000 N/A N/A $1,068.75
2018 835415AH3 $100,000,000 $10,000,000 N/A N/A $1,033.75
2028 28336LBD0 $200,000,000 $20,000,000 N/A N/A $1,021.25
2030 28368EAA4 $300,000,000 $30,000,000 N/A N/A $1,128.75
2031 28368EAD8 $700,000,000 $70,000,000 N/A N/A $1,100.00
2032 28368EAE6 $1,249,275,000 $125,000,000 N/A N/A $1,097.50
2037 28336LBH1 $200,000,000 $20,000,000 N/A N/A $1,047.50
(1) El Paso may increase the Principal Purchase Amount for any or all
series of notes, subject to an overall maximum principal purchase
amount for the Maximum Tender Offer, without extending withdrawal
(2) The full tender offer consideration for each $1,000 principal amount
of the notes tendered and accepted for payment in the Any and All
Offer will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread specified in this column
for each series of notes over the yield based on the bid side price
of the applicable reference treasury security specified in this
table, as calculated by the lead dealer managers at 2:00 p.m., New
York City time, on March 8, 2007.
The offers are scheduled to expire at 12:00 midnight, New York City time,
on March 22, 2007, unless extended or earlier terminated. Holders of notes
must tender and not withdraw their notes on or before the early tender date,
which is 5:00 p.m., New York City time, on March 8, 2007, unless extended, to
receive the full tender offer consideration. Holders of notes who tender their
notes after the early tender date will receive the late tender offer
consideration, which is the full tender offer consideration minus an early
tender premium of $20.00 per $1,000 principal amount of notes.
The full tender offer consideration for each $1,000 principal amount of
the notes tendered and accepted for payment in the Any and All Offer will be
determined in the manner described in the Offer to Purchase by reference to
the fixed spread specified in the table above for each series of notes over
the yield based on the bid side price of the applicable reference treasury
security specified in the table above, as calculated by the lead dealer
managers at 2:00 p.m., New York City time, on March 8, 2007.
The full tender offer consideration for each $1,000 principal amount of
the notes tendered and accepted for payment in the Maximum Tender Offer is the
fixed price per $1,000 principal amount set forth in the table above for each
series of notes.
In addition to the full tender offer consideration or late tender offer
consideration, as applicable, holders of notes tendered and accepted for
payment will receive accrued and unpaid interest on the tendered notes from
the last interest payment date for the notes to, but not including, the
applicable settlement date.
El Paso may increase the Principal Purchase Amount for any or all series
of notes subject to the Maximum Tender Offer (in which case, the term
"Principal Purchase Amount" shall mean such amount as so increased with
respect to such series of notes) subject to and in accordance with applicable
law, provided that the aggregate principal amount of the notes purchased in
the Maximum Tender Offer shall not exceed $2.5 billion. If the aggregate
principal amount of notes of any series validly tendered in the Maximum Tender
Offer exceeds the applicable Principal Purchase Amount for such series, the
Company will accept notes of such series for purchase on a pro rata basis.
Except as set forth in the Offer to Purchase or as required by applicable
law, notes tendered may be withdrawn only before the withdrawal date, which is
5:00 p.m., New York City time, on March 8, 2007, and notes tendered after the
withdrawal date and before the expiration of the tender offers may not be
El Paso currently expects to have an initial settlement on March 9, 2007
for notes tendered in the Any and All Offer on or before the early tender
date, followed by a final settlement promptly after the expiration of the
tender offers for notes tendered in the Any and All Offer after the early
tender date and for all notes tendered in the Maximum Tender Offer. The
Company reserves the right to extend the initial settlement date up to and
including the final settlement date.
The tender offers are conditioned on the satisfaction of certain
conditions. If any of the conditions are not satisfied, El Paso is not
obligated to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered notes, in each event, subject to
applicable laws, and may terminate the tender offers. The tender offers are
not conditioned on the tender of a minimum principal amount of notes of any
series. El Paso is not soliciting consents from holders of notes in connection
with the tender offers.
El Paso expects to fund the purchase of the notes with the net proceeds
from the sale of ANR Pipeline Company, El Paso's Michigan storage assets and
El Paso's 50% interest in Great Lakes Gas Transmission to TransCanada
Corporation and TC Pipelines, LP, which closed on February 22, 2007.
El Paso has retained Citigroup Corporate and Investment Banking, Goldman,
Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as
lead dealer managers for the tender offers and has retained Global Bondholder
Services Corporation to serve as the depositary and information agent for the
Requests for documents may be directed to Global Bondholder Services
Corporation by telephone at (866) 952-2200 or (212) 430-3774 or in writing at
65 Broadway - Suite 723, New York, NY, 10006. Questions regarding the tender
offers may be directed to either Citigroup Corporate and Investment Banking at
(800) 558-3745 or (212) 723-6106, Goldman, Sachs & Co. at (877) 686-5059 or
(212) 357-0775, or Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888)
654-8637 or (212) 449-4914.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the notes or any other securities. The tender offers are
made only by and pursuant to the terms of the Offer to Purchase and the
related Letter of Transmittal. None of El Paso, the dealer managers or the
depositary and information agent makes any recommendations as to whether
holders should tender their notes pursuant to the tender offers. Holders must
make their own decisions as to whether to tender notes, and, if so, the
principal amount of notes to tender.
El Paso Corporation provides natural gas and related energy products in a
safe, efficient, and dependable manner. El Paso 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 .
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All forward-looking
statements are based on assumptions that the Company believes to be
reasonable. However, actual results almost always vary from assumed facts and
the differences can be material, depending upon the circumstances. As a
result, you should not place undue reliance on such forward-looking
statements. The words "believe," "expect," "estimate," "anticipate" and
similar expressions will generally identify forward-looking statements. All
of the Company's forward-looking statements, whether written or oral, are
expressly qualified by these cautionary statements and any other cautionary
statements that may accompany such forward-looking statements. In addition,
the Company disclaims any obligation to update any forward-looking statements
to reflect events or circumstances after the date of this release.
With this in mind, you should consider the risks discussed in the Offer to
Purchase, under the caption "Risk Factors" in El Paso's Annual and Quarterly
Reports on Forms 10-K and 10-Q and in the other documents the Company files
with the SEC from time to time, which could cause actual results to differ
materially from those expressed in any forward-looking statement made by the
Company or on the Company's behalf.
SOURCE El Paso Corporation
CONTACT: investor and public relations, Bruce Connery, Vice President,
+1-713-420-5855, or media relations, Bill Baerg, Manager, +1-713-420-2906,
both of El Paso Corporation
0823 02/23/2007 16:03 EST http://www.prnewswire.com