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.
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Principal Amount
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Outstanding prior
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CUSIP
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to the Early
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Principal Amount
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Title of Notes
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Number
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Tender Date
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Tendered
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Any and All Notes:
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9.625% Senior Debentures
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due 2012
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190441AP0(1)
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$570,000
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$25,000
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9.625% Senior Notes due
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2012
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28336LAZ2
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$27,583,000
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$16,040,000
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8.250% Senior Notes due
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2016
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28336LBT5
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$67,867,000
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$590,000
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6.950% Senior Debentures
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due 2028
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190441AW5(1)
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$896,000
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$525,000
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6.950% Senior Notes due
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2028
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28336LBD0
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$173,534,000
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$142,815,000
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7.420% Senior Debentures
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due 2037
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190441AT2(1)
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$236,000
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$50,000
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7.420% Senior Notes due
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2037
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28336LBH1
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$160,218,000
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$113,650,000
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Dutch Auction Notes:
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6.875% Senior Notes due
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2014
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28336LBM0
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$375,000,000
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$223,403,000
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7.000% Senior Notes due
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2017
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28336LBQ1
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$900,000,000
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$303,453,000
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7.250% Senior Notes due
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2018
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28336LBR9
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$575,000,000
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$232,517,000
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(1)
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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.
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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
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Base Price
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Maximum Bid Price
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6.875% Senior Notes due June 15, 2014
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$1,115.00
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$1,145.00
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7.000% Senior Notes due June 15, 2017
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$1,135.00
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$1,165.00
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7.250% Senior Notes due June 1, 2018
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$1,135.00
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$1,165.00
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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:
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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
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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.