Copano Energy, L.L.C. (NASDAQ: CPNO) announced that it has further
extended until 5:00 p.m. New York City Time on April 16, 2013 (as
extended, the "Expiration Date") its previously announced consent
solicitation relating to its $510.0 million in aggregate principal
amount of 7.125% Senior Notes due 2021 (the "Notes"). Copano also has
further amended the solicitation to increase the fee payable to
consenting holders of Notes. Additionally, Copano announced that Kinder
Morgan Energy Partners, L.P. ("Kinder Morgan") has delivered a
commitment to the trustee for the Notes that, subject to receipt of the
requisite consents and the satisfaction or waiver of the other
conditions to the consent solicitation and the consummation of the
proposed merger between Kinder Morgan and Copano, Kinder Morgan will
irrevocably and unconditionally guarantee the Notes in the manner and
upon the terms set forth in the consent solicitation statement referred
to below.
The consent solicitation is conditioned on the receipt of consents to
amendments to the indenture governing the Notes from holders of record
as of March 27, 2013 (the "Record Date") of at least a majority in
aggregate principal amount of the Notes. Copano will make a cash payment
of $2.50 per $1,000 principal amount of Notes for which a 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.
This announcement amends and supplements the consent solicitation
statement, dated as of March 28, 2013, which was sent to all holders of
the Notes as of the Record Date. The consent solicitation may be further
amended, extended or terminated, at the option of Copano. Holders of the
Notes should refer to the consent solicitation statement for a complete
statement of the terms and conditions of the solicitation.
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
its 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.