HOUSTON, TX (CIG), announced today it has commenced a cash
tender offer to purchase up to $100 million aggregate principal
amount of its outstanding notes of the series specified in the
table below. The offer to purchase consists of two separate offers,
with one offer to purchase any and all of the outstanding notes
listed under the heading "Any and All Offer" in the table below
(the Any and All Offer) and a second offer to purchase notes listed
under the heading "Maximum Tender Offer" in the table below (the
Maximum Tender Offer) in an amount equal to the Tender Cap. The
principal amount of a particular series of notes that is purchased
in the offers will be based on the "Acceptance Priority Levels"
listed in the table below. In no event will CIG be obligated to
accept for purchase or pay for notes tendered pursuant to the
offers in an aggregate principal amount in excess of $100 million
(the Tender Cap). The offers are made pursuant to an Offer to
Purchase dated today (the Offer to Purchase), which sets forth a
more comprehensive description of the terms of the offers. The
offers are part of CIG's previously announced plan to reduce the
aggregate amount of its outstanding indebtedness by approximately
$225 million.
The table below indicates each series of notes included in the offers.
Title of Principal Acceptance Reference Bloomberg Fixed Spread
Securities and Amount Priority Treasury Reference (basis
CUSIP Numbers Outstanding Level Security Page points)(1)
------------- ---------- ------------ -------- ------------
Offer for Notes
listed below:
Any and All Offer
5.95% Senior Notes
due March 15, 2015 3.875% U.S.
(CUSIP No. Treasury Notes
196522AH9) $ 75,000,000 1 due 5/15/2018 PX1 +200 bps
------------- ---------- ------------ -------- ------------
Offer for Notes
listed below:
Maximum Tender Offer
6.80% Senior Notes
due November 15, 3.875% U.S.
2015 (CUSIP No. Treasury Notes
196522AK2) $400,000,000 2 due 5/15/2018 PX1 +200 bps
------------- ---------- ------------ -------- ------------
(1) Represents full tender offer consideration. Holders who tender notes
after the Early Tender Date will receive the full tender offer
consideration minus the early tender premium of $30.00 per $1,000
principal amount of notes.
As set forth in the Offer to Purchase, the amount of a series of
notes that is purchased in the offers will be based on the
acceptance priority level for such series, as set forth in the
table above, and may be prorated. Notes with the first acceptance
priority level will be purchased before those with the second
acceptance priority level. If the aggregate principal amount of the
series of notes tendered in the Maximum Tender Offer exceeds the
amount of the Tender Cap remaining available for application to
such series, then CIG will accept such notes on a pro rata basis as
set forth in the Offer to Purchase. CIG may increase the Tender
Cap, subject to and in accordance with applicable law, without
extending withdrawal rights.
The full tender offer consideration for each $1,000 principal
amount of notes tendered and accepted for payment will be
determined in the manner described in the Offer to Purchase by
reference to the fixed spread specified in the table above over the
yield based on the bid side price of the applicable reference
treasury security specified in the table above, as calculated by
Merrill Lynch & Co. and JPMorgan, the dealer managers for the
offers, at 2 p.m., New York City time, on June 6, 2008.
The offers are scheduled to expire at 12 midnight, New York City
time, on June 20, 2008, unless extended or earlier terminated.
Holders of notes must tender and not withdraw their notes on or
before the early tender date, which is 5 p.m., New York City time,
on June 6, 2008, unless extended, to receive the full tender offer
consideration. Holders of notes who tender their notes after the
early tender date and whose notes are accepted for purchase will
receive the late tender offer consideration, which is the full
tender offer consideration minus an early tender premium of $30.00
per $1,000 principal amount of notes.
In addition to the full tender offer consideration or late
tender offer consideration, as applicable, holders of notes
tendered and accepted for payment will receive accrued and unpaid
interest on the notes from the last interest payment date for the
notes to, but not including, the initial or final settlement date,
as applicable. CIG expects the initial settlement to occur promptly
after the early tender date, and the final settlement date to occur
promptly after the expiration date. Only notes tendered in the Any
and All Offer at or prior to the early tender date will be eligible
for settlement on the initial settlement date.
Except as set forth in the Offer to Purchase or as required by
applicable law, notes tendered may be withdrawn only on or before
the withdrawal date, which is 5 p.m., New York City time, on June
6, 2008, and notes tendered after the withdrawal date and before
the expiration of the offers may not be withdrawn.
The offers are conditioned on the satisfaction of certain
conditions. If any condition is not satisfied, CIG is not obligated
to accept for purchase, or to pay for, notes tendered and may delay
the acceptance for payment of, any tendered notes, in each event,
subject to applicable laws, and may terminate, extend or amend the
offers and may postpone the acceptance for purchase of, and payment
for, notes so tendered. The offers are not conditioned on the
tender of a minimum principal amount of the notes. CIG is not
soliciting consents from holders of notes in connection with the
offers.
CIG has retained Merrill Lynch & Co. and JPMorgan to serve
as the dealer managers for the offers and has retained Global
Bondholder Services Corporation to serve as the depositary and
information agent for the offers.
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 offers may be directed to Merrill
Lynch & Co. at (888) 654-8637 or (212) 449-4914, or JPMorgan 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 offers are 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 offers. 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. CIG is owned 90 percent by a wholly owned
subsidiary of El Paso Corporation (El Paso) and 10 percent by a
wholly owned subsidiary of El Paso Pipeline Partners, L.P. (NYSE:
EPB). CIG's 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.
Contacts: Investor and Public Relations Bruce L. Connery Vice
President Office: (713) 420-5855 Media Relations Bill Baerg Manager
Office: (713) 420-2906
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