Copano Energy, L.L.C. (NASDAQ: CPNO) announced the commencement of a
consent solicitation relating to its 7.125% Senior Notes due 2021 (the
"Notes"). As of March 27, 2013 there was $510,000,000 of aggregate
principal amount of Notes outstanding.
As previously announced, on January 29, 2013, Copano and Kinder Morgan
Energy Partners, L.P. ("Kinder Morgan") entered into a definitive merger
agreement, pursuant to which Copano will become a direct, wholly owned
subsidiary of Kinder Morgan. Completion of the merger is subject to a
number of conditions, including approval by Copano's unitholders.
The consent solicitation will expire at 5:00 p.m., New York City time,
on Monday, April 8, 2013, unless extended (the "Expiration Date"). It is
conditioned on the receipt of consents from holders of record as of
March 27, 2013 (the "Record Date") of at least a majority in aggregate
principal amount of the Notes.
Subject to the terms and conditions of the consent solicitation, if the
merger with Kinder Morgan is consummated, it is expected that Kinder
Morgan will unconditionally guarantee the Notes. Copano also will make a
cash payment of $0.30 per $1,000 principal amount of Notes for which the
holder of record has validly delivered (and not revoked) a consent prior
to the Expiration Date. Copano will not be obligated to make any
payments if the requisite consents are not obtained prior to the
Expiration Date or if the other conditions to the consent solicitation
are not satisfied or waived.
If Kinder Morgan guarantees the Notes, the proposed amendments will
allow the consolidated annual audited financial statements of Kinder
Morgan and its subsidiaries, and the periodic and other reports filed by
Kinder Morgan with the Securities and Exchange Commission, to satisfy
the requirement of Copano to file with the SEC and to deliver to the
trustee under the indenture periodic and other reports and consolidated
annual audited financial statements.
The consent solicitation may be amended, extended or terminated, at the
option of Copano. For a complete statement of the terms and conditions
of the consent solicitation, holders of the Notes should refer to the
consent solicitation statement, dated as of March 28, 2013, which is
being sent to all holders of the Notes as of the Record Date.
The Solicitation Agent in connection with the consent solicitation is
BofA Merrill Lynch. Questions regarding the consent solicitation may be
directed to BofA Merrill Lynch, Attention: Liability Management Group at
(888) 292-0070 (toll free) or (980) 387-3907 (collect). D. F. King &
Co., Inc. is serving as Information Agent and Tabulation Agent in
connection with the consent solicitation. Requests for assistance in
delivering consents or for additional copies of the consent solicitation
statement should be directed to the Information Agent at (888) 887-0082
(toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of consents with respect to any
securities. The consent solicitation is being made solely by the consent
solicitation statement and is subject to the terms and conditions stated
therein. Copano reserves the right to modify the consent solicitation
statement or to terminate the consent solicitation.
About Copano Energy, L.L.C.
Copano Energy, L.L.C. is a midstream natural gas company with operations
in Texas, Oklahoma and Wyoming. For more information, please visit http://www.copano.com.
This news release includes "forward-looking statements," as defined
by the Securities and Exchange Commission. Statements that
address activities or events that Copano believes will or may occur in
the future are forward-looking statements. These statements
include, but are not limited to, statements about future producer
activity and Copano's total distributable cash flow and
distribution coverage. These statements are based on management's
experience and perception of historical trends, current
conditions, expected future developments and other factors management
believes are reasonable. Important factors that could cause
actual results to differ materially from those in forward-looking
statements include the following risks and uncertainties, many of
which are beyond Copano's control: the volatility of prices and market
demand for natural gas, crude oil, condensate and NGLs, and for
products derived from these commodities; Copano's ability to continue to
connect new sources of natural gas, crude oil and condensate, and
the NGL content of new gas supplies; the ability of key producers to
continue to drill and successfully complete and connect new
natural gas and condensate volumes and such producers' performance under
their contracts with Copano; Copano's ability to attract and retain
key customers and contract with new customers, and such customers'
performance under their contracts with Copano; Copano's ability to
access or construct new pipeline capacity, gas processing and NGL
fractionation and transportation capacity; the availability of local,
intrastate and interstate transportation systems, trucks and
other facilities and services for condensate, natural gas and NGLs;
Copano's ability (and the ability of its third-party service
providers) to meet in-service dates, cost expectations and operating
performance standards for construction projects; Copano's ability
to successfully integrate any acquired asset or operations; Copano's
ability to access its revolving credit facility and to obtain
additional financing on acceptable terms; the effectiveness of Copano's
hedging program; general economic conditions; force majeure
events such as the loss of a market or facility downtime; the effects of
government regulations and policies; Copano's ability to complete
the proposed merger with Kinder Morgan; and other financial, operational
and legal risks and uncertainties detailed from time to time in
Copano's quarterly and annual reports filed with the Securities and
Exchange Commission. Copano does not undertake to update any
forward-looking statement except as provided by law.
