El Paso Pipeline Partners, L.P. (NYSE: EPB) today announced that the underwriters of its previously announced public offering of 12,000,000 common units have exercised in full their option to purchase an additional 1,800,000 common units at a public offering price of $34.30 per unit. The closing of the offering and over-allotment option is expected to occur on March 14, 2011.
Also, the partnership today announced that it has elected to acquire an additional 3-percent general partner interest in Southern Natural Gas Company (SNG) from El Paso Corporation (NYSE: EP) for approximately $80 million, pursuant to the partnership's option to purchase an additional interest in connection with its previously announced acquisition of a 22-percent general partner interest in SNG. The total purchase price of the acquisition of the 25-percent general partner interest in SNG is approximately $667 million. The closing of the acquisition is expected to occur on March 14, 2011.
Total net proceeds from the offering of the 13,800,000 common units, including the general partner's proportional capital contribution, of approximately $467 million will be used by the partnership, together with borrowings under the partnership's revolving credit facility, as consideration for the acquisition of the additional interests in SNG. Following the acquisition, El Paso Pipeline Partners will own an 85-percent general partner interest in SNG.
BofA Merrill Lynch, Barclays Capital, Citi, Credit Suisse, Morgan Stanley and Wells Fargo Securities are acting as joint book-running managers of the offering. Deutsche Bank Securities, Goldman Sachs & Co., J.P. Morgan and UBS Investment Bank are acting as co-managing underwriters of the offering. A copy of the prospectus supplement and accompanying base prospectus relating to this offering may be obtained from any of the underwriters, including:
BofA Merrill Lynch Attn: Prospectus Department 4 World Financial Center New York, NY 10080 Email: dg.prospectus_requests@baml.com
Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Email: Barclaysprospectus@broadridge.com Toll-free number: 1-888-603-5847
Citigroup Global Markets Inc. Attn: Prospectus Department Brooklyn Army Terminal 140 58th Street, 8th Floor Brooklyn, NY 11220
Email: batprospectusdept@citi.com Toll-free number: 877-858-5407
Credit Suisse Securities (USA) LLC Prospectus Department One Madison Avenue, Level 1B New York, NY 10010 Toll-free number: 800-221-1037
Morgan Stanley & Co. Incorporated Attn: Prospectus Department 180 Varick Street, 2nd floor New York, NY 10014 Email: prospectus@morganstanley.com Toll-free number: 866-718-1649
Wells Fargo Securities, LLC Attn: Equity Syndicate Dept. 375 Park Ave. New York, NY 10152 Email: cmclientsupport@wellsfargo.com
Toll-free number: 800-326-5897
You may also obtain these documents for free when they are available by visiting the SEC's Web site at www.sec.gov.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
El Paso Pipeline Partners, L.P. is a Delaware limited partnership formed by El Paso Corporation to own and operate natural gas transportation pipelines and storage assets. El Paso Corporation currently owns a 49 percent limited partner interest and 2 percent general partner interest in the partnership. Prior to the closing of the acquisition, El Paso Pipeline Partners, L.P. owns Wyoming Interstate Company (WIC), Southern LNG Company, L.L.C. (SLNG), Elba Express Company, L.L.C. (Elba Express), a 60 percent interest in Southern Natural Gas Company (SNG), and a 58 percent interest in Colorado Interstate Gas Company (CIG). WIC and CIG are interstate pipeline systems serving the Rocky Mountain region, SLNG owns the Elba Island LNG storage and regasification terminal near Savannah, Georgia, and both Elba Express and SNG are interstate pipeline systems serving the southeastern region of the United States.
Cautionary Statement Regarding Forward-Looking Statements
Statements about the offering may be forward-looking statements as defined under federal law. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of El Paso Pipeline Partners, and a variety of risks that could cause results to differ materially from those expected by the management of El Paso Pipeline Partners. El Paso Pipeline Partners undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
