HOUSTON, March 28, 2013 /PRNewswire/ -- 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.
Contacts:
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Carl A.
Luna, SVP and CFO
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Copano
Energy, L.L.C.
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713-621-9547
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Jack
Lascar/jlascar@dennardlascar.com
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Anne
Pearson/apearson@dennardlascar.com
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Dennard-Lascar Associates / 713-529-6600
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SOURCE Copano Energy, L.L.C.