El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
22-Mar-2007
El Paso Natural Gas Company Announces Cash Tender Offer and Consent Solicitation for Its 7 5/8% Notes Due 2010HOUSTON, March 22, 2007 /PRNewswire-FirstCall via COMTEX News Network/ -- El Paso Natural Gas Company
("EPNG"), a subsidiary of El Paso Corporation (NYSE: EP), announced today it
has commenced a cash tender offer to purchase any and all of its outstanding
7 5/8% notes due 2010 (the "Notes") (CUSIP No. 283695BM5), of which
$355 million in aggregate principal amount was outstanding as of March 22,
2007, and a solicitation of consents ("Consents") from the registered holders
of the notes to certain proposed amendments to the indenture governing the
notes. The tender offer and consent solicitation are described in detail in
an Offer to Purchase and Consent Solicitation Statement dated today (the
"Statement").
The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on April 18, 2007, unless extended or earlier terminated. Holders of
notes must tender and not withdraw their notes and deliver and not rescind
their corresponding consents on or before the consent date, which is
5:00 p.m., New York City time, on April 4, 2007, unless extended or earlier
terminated, to receive the total consideration, which includes a consent
payment of $10.00 per $1,000 principal amount of notes. Holders of notes who
tender their notes after the consent date and on or before the expiration date
will receive the purchase price, which is the total consideration minus the
consent payment.
The total consideration for each $1,000 principal amount of the notes
tendered and accepted for payment will be determined in the manner described
in the statement by reference to the fixed spread of 50 basis points over the
yield based on the bid side price of the reference treasury security, 3.875%
U.S. Treasury notes due July 31, 2007, as calculated by the lead dealer
manager at 2:00 p.m., New York City time, on April 4, 2007.
In addition to the total consideration or the purchase price, as
applicable, holders of notes tendered and accepted for payment will receive
accrued and unpaid interest on the notes from the last interest payment date
for the notes to, but not including, the applicable settlement date.
Except as set forth in the statement or as required by applicable law,
notes tendered may be withdrawn and consents delivered may be revoked at any
time on or prior to the withdrawal date, which is 5:00 p.m., New York City
time, on April 4, 2007, by following the procedures described in the
statement. Notes tendered on or prior to the withdrawal date that are not
validly withdrawn on or prior to the withdrawal date may not be withdrawn
thereafter. Tenders of notes after the withdrawal date may not be withdrawn.
EPNG currently expects to have an initial settlement for notes tendered on
or before the consent date promptly after the consent date and the
satisfaction of the Financing Condition (as defined below) (expected to occur
on April 5, 2007), followed by a final settlement promptly after the
expiration of the tender offer for notes tendered after the consent date.
EPNG reserves the right to extend or forego the initial settlement date, as a
result of which the initial settlement date may occur as late as the final
settlement date.
The tender offer and consent solicitation are conditioned on the
satisfaction of certain conditions, including but not limited to, (i) the
tender on or prior to the consent date of notes representing a majority of the
principal amount of the notes outstanding, (ii) the execution by the trustee
of the supplemental indenture implementing the proposed amendments following
receipt of the requisite consents, and (iii) the completion by EPNG of the
sale of new notes pursuant to Rule 144A and Regulation S under the Securities
Act of 1933, as amended (the "Securities Act") ("the New Offering") on terms
satisfactory to EPNG (the "Financing Condition"). The securities to be sold
in the New Offering will not be registered under the Securities Act and may
not be offered or sold in the United States absent registration or an
applicable exemption from such registration requirements. This press release
is not an offer to sell or a solicitation of an offer to buy any securities.
EPNG expects to fund the purchase of the notes with the net proceeds from the
New Offering and cash on hand. If the Financing Condition or any other
condition in the Statement is not satisfied, EPNG is not obligated to accept
for purchase, or to pay for, Notes tendered (and corresponding Consents) and
may delay the acceptance for payment of, any tendered Notes, in each event,
subject to applicable laws, and may terminate, extend or amend the tender
offer and may postpone the acceptance for purchase of, and payment for, notes
so tendered.
EPNG has retained Citigroup Corporate and Investment Banking to serve as
lead dealer manager for the tender offer and lead solicitation agent for the
consent solicitation and has retained Deutsche Bank Securities Inc. as co-
dealer manager and co-solicitation agent for the consent solicitation. EPNG
has retained Global Bondholder Services Corporation to serve as the depositary
and information agent for the tender offer and consent solicitation.
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
offer or consent solicitation may be directed to Citigroup Corporate and
Investment Banking at (800) 558-3745 or (212) 723-6106.
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 offer is made
only by and pursuant to the terms of the Statement and the related Letter of
Transmittal. None of EPNG, the lead dealer manager and the lead solicitation
agent or the depositary and information agent makes any recommendations as to
whether holders should tender their notes pursuant to the tender offer.
Holders must make their own decisions as to whether to tender notes, and, if
so, the principal amount of notes to tender.
EPNG is a Delaware corporation incorporated in 1928 and a wholly owned
subsidiary of El Paso Corporation. Its primary business consists of the
interstate transportation and storage of natural gas. EPNG conducts its
business activities through its natural gas pipeline systems and a storage
facility.
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 EPNG 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 EPNG '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, EPNG 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 EPNG's Annual and Quarterly
Reports on Forms 10-K and 10-Q and in the other documents EPNG 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 EPNG or on
EPNG's behalf.
SOURCE El Paso Corporation
investor relations, Bruce Connery, Vice President, +1-713-420-5855, or media
relations, Bill Baerg, Manager, +1-713-420-2906, both of El Paso Corporation
http://www.elpaso.com
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