Tennessee Gas Pipeline Company and El Paso Tennessee Pipeline Co. Commence Consent Solicitations With Respect to Outstanding Deb
July 09 2008 - 4:38PM
Marketwired
HOUSTON, TX and El Paso Tennessee Pipeline Co. (EPTP), each a
wholly owned subsidiary of El Paso Corporation (NYSE: EP),
announced today that they are soliciting consents from the holders
of certain of their outstanding debentures. TGP's consent
solicitation relates to its 6 percent Debentures due 2011 (the TGP
Debentures). EPTP's consent solicitation relates to its 9 percent
Debentures due 2012 and 7 1/4 percent Debentures due 2025 (the EPTP
Debentures and, together with the TGP Debentures, the Debentures).
The consents are being solicited with respect to proposed
amendments to the indentures governing the Debentures.
The purpose of the consent solicitations is to amend the
indentures to permit each of TGP and EPTP to convert to a
non-corporate legal entity such as a general partnership, limited
partnership or limited liability company. The proposed amendments
would provide that the covenants in the indentures related to the
preservation of TGP's and EPTP's corporate existence and
consolidation, merger and sale of assets will not prohibit TGP or
EPTP from conducting a statutory conversion to a non-corporate
legal entity such as a general partnership, limited partnership or
limited liability company so long as at least one corporation is a
co-issuer party to the indenture and is jointly and severally
liable as a primary obligor with respect to the obligations of TGP
or EPTP under the indenture and the Debentures, and make certain
other conforming amendments to the indentures.
The consent solicitations are being made to all persons in whose
name Debentures are registered on July 9, 2008, and their duly
designated proxies. Each consent solicitation will expire at 5
p.m., Eastern Time, on Friday, July 18, 2008, unless terminated or
extended by TGP or EPTP, as applicable. For approval of the
proposed amendments to TGP's indenture, holders of record must
grant valid consents in respect of 66 2/3 percent in aggregate
principal amount of the outstanding TGP Debentures. For approval of
the proposed amendments to EPTP's indenture, holders of record must
grant valid consents in respect of a majority in aggregate
principal amount of the outstanding EPTP Debentures of both series,
considered together as a single class. Under the terms of the
indentures, consents are irrevocable for a period of six months
after they are executed and cannot be revoked at any time after the
requisite consent to approve the amendments has been achieved.
TGP or EPTP, as applicable, will, promptly after the expiration
of the applicable consent solicitation and the satisfaction or
waiver of all conditions to the consent solicitation (as set forth
in the applicable consent solicitation statement described below),
cause to be paid to each holder of TGP Debentures or EPTP
Debentures who has delivered a valid consent at or prior to the
expiration of the consent solicitation a cash consent fee of $2.50
for each $1,000 in principal amount of TGP Debentures or EPTP
Debentures, as applicable, in respect of which such consent has
been delivered.
The detailed terms and conditions of the consent solicitation
are contained in the consent solicitation statements dated July 9,
2008. Merrill Lynch & Co. and JPMorgan will act as Solicitation
Agents for the consent solicitations. Global Bondholder Services
Corporation will act as the Information Agent and Tabulation Agent.
Requests for documents may be directed to Global Bondholder
Services Corporation, by telephone at (866) 952-2200 (toll free) or
(212) 430-3774. Questions regarding the consent solicitations may
be directed to Merrill Lynch & Co. at (888) 654-8637
(toll-free) or (212) 449-4914 or JPMorgan at (866) 834-4666
(toll-free) or (212) 834-4802.
TGP is a Delaware corporation incorporated in 1947, and an
indirect wholly owned subsidiary of El Paso Corporation. Its
primary business consists of the interstate transportation and
storage of natural gas. TGP conducts its business activities
through its natural gas pipeline system and storage facilities.
EPTP is a Delaware corporation and a wholly owned subsidiary of
El Paso Corporation. EPTP serves as the holding company for the
following businesses of El Paso: 1) TGP, 2) El Paso's Marketing
business segment, which markets and manages the price risks
associated with El Paso's natural gas and oil production as well as
El Paso's remaining legacy trading portfolio, and 3) El Paso's
Power business segment, which manages the risks associated with El
Paso's remaining international power assets, primarily in Brazil,
Asia and Central America.
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 TGP
and EPTP believe 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 TGP's and EPTP'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, TGP and EPTP disclaim 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 under
the caption "Risk Factors" in TGP's and El Paso Corporation's
Annual and Quarterly Reports on Forms 10-K and 10-Q and in the
other documents TGP and El Paso Corporation file 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 TGP
or EPTP or on TGP's or EPTP's behalf.
Contacts Investor and Media Relations Bruce L. Connery Vice
President Office: (713) 420-5855 Media Relations Bill Baerg Manager
Office: (713) 420-2906
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