EP EL Paso Corp. (Holding Co.)

HOUSTON, Dec. 13 /PRNewswire-FirstCall/ -- Colorado Interstate Gas Company (CIG), a majority owned subsidiary of El Paso Corporation (NYSE:EP), announced today that it has determined the consideration to be paid in connection with its pending cash tender offer for its 5.95-percent Senior Notes due March 15, 2015 (CUSIP No. 193522AH9) (the 5.95-percent Notes). CIG also announced the termination of the related tender offer for its 6.80-percent Senior Notes due November 15, 2015 (CUSIP No. 196522AK2) (the 6.80- percent Notes). The tender offers are subject to the terms and conditions set forth in CIG's Offer to Purchase dated November 29, 2007 (the Offer to Purchase). As set forth in the Offer to Purchase, the tender offers for the 5.95-percent Notes and the 6.80-percent Notes were subject to an aggregate cap of $125,000,000 (the Tender Cap), with the 5.95-percent Notes having the first acceptance priority level and the 6.80-percent Notes having the second acceptance priority level. As of 5 p.m. Eastern Time on December 12, 2007, which is referred to in the Offer to Purchase as the "Early Tender Date," $183,525,000 principal amount of the 5.95-percent Notes had been validly tendered and not validly withdrawn. Because this amount exceeds the Tender Cap, no 6.80-percent Notes will be accepted for purchase, and CIG is terminating the tender offer with respect to the 6.80-percent Notes. Any tendered 6.80-percent Notes will be returned promptly to the tendering holders in accordance with the Offer to Purchase. Holders who validly tendered (and did not validly withdraw) 5.95-percent Notes in the tender offer at or prior to 5 p.m. Eastern Time on December 12, 2007, will receive $1,019.73 per $1,000 principal amount of the 5.95-percent Notes accepted for purchase, which is referred to in the Offer to Purchase as the "Full Tender Offer Consideration." In addition to the Full Tender Offer Consideration stated above, holders whose 5.95-percent Notes are accepted for purchase will also receive any accrued and unpaid interest from the last interest payment date for the 5.95-percent Notes to, but not including, the settlement date, which CIG expects will occur on December 28, 2007. Holders who validly tender 5.95-percent Notes in the tender offer after 5 p.m. Eastern Time on December 12, 2007, and at or prior to 12 midnight Eastern Time on December 27, 2007 (the Expiration Date), will receive the Full Tender Offer Consideration identified above minus the early tender premium of $30.00 per $1,000 principal amount, which is referred to in the Offer to Purchase as the "Late Tender Offer Consideration," plus any accrued and unpaid interest from the last interest payment date for the 5.95-percent Notes to, but not including, the settlement date. The consideration to be paid in connection with the tender offer was determined by Merrill Lynch & Co. and J.P. Morgan Securities Inc., the dealer managers for the tender offer, as of 2 p.m. Eastern Time on December 12, 2007, as set forth in the Offer to Purchase. As set forth in the Offer to Purchase, the aggregate amount of 5.95-percent Notes that is purchased in the tender offer is subject to the Tender Cap and will be prorated to the extent that the aggregate principal amount of 5.95-percent Notes validly tendered and not validly withdrawn as of the Expiration Date exceeds the Tender Cap. CIG has retained Merrill Lynch & Co. and J.P. Morgan Securities Inc. to serve as the dealer managers for the tender offer and has retained Global Bondholder Services Corporation to serve as the depositary and information agent for the tender offer. 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 may be directed to Merrill Lynch & Co. at (888) 654-8637 or (212) 449-4914 or J.P. Morgan Securities Inc. at (866) 834-4666 or (212) 834-4802. 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 Offer to Purchase and the related letter of transmittal. None of CIG, the dealer managers 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. CIG is a Delaware general partnership, originally formed as a corporation in 1927, and a majority owned subsidiary of El Paso Corporation. Its primary business consists of the interstate transportation, storage and processing of natural gas. CIG conducts its business activities through its Colorado Interstate gas system, its 50% equity interest in WYCO Development LLC, and gas storage and processing facilities. El Paso Corporation provides natural gas and related energy products in a safe, efficient, dependable manner. El Paso Corporation owns North America's largest interstate 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 CIG 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 CIG'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, CIG 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 CIG's Annual and Quarterly Reports on Forms 10-K and 10-Q and in the other documents CIG 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 CIG or on CIG's behalf. DATASOURCE: El Paso Corporation CONTACT: Investor-Media Relations, Bruce L. Connery, Vice President, +1-713-420-5855, Fax, +1-713-420-4417, or Media Relations, Bill Baerg, Manager, +1-713-420-2906, Fax, +1-713-420-4417, both of El Paso Corporation Web site: http://www.elpaso.com/

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