SOURCE: El Paso Corporation

El Paso Corporation

December 14, 2010 09:58 ET

El Paso Corporation Announces Early Tender Results

HOUSTON, TX--(Marketwire - December 14, 2010) -  El Paso Corporation (NYSE: EP) today announced that as of 5:00 p.m., New York City time, on December 13, 2010 (the "Early Tender Date") the following principal amounts of the outstanding senior notes listed below have been tendered under the previously announced cash tender offers (the "Tender Offers") for such notes as reported by the depositary for the Tender Offers. 

Title of Notes   CUSIP Number   Acceptance Priority Level   Principal Amount Outstanding Prior to the Early Tender Date   Principal Amount Tendered
                 
Any and All Notes:                
12.000% Senior Notes due 2013   28336LBS7        1   $151,330,000   $ 40,690,000
8.250% Senior Notes due 2016   28336LBT5        1   $500,000,000   $386,458,000
                 
Maximum Tender Offer Notes:                
7.000% Senior Notes due 2011   28336LAB5        2   $193,010,000   $ 88,243,000
7.625% Senior Notes due 2011   835415AJ9 (1)   2   $347,680,000   $120,629,000
                 
9.625% Senior Notes due 2012   28336LAZ2        3   $ 49,110,000   $ 20,321,000
7.875% Senior Notes due 2012   28336LAE9         3   $229,000,000   $ 75,226,000
7.375% Senior Notes due 2012   28368EAB2 (2)   3   $131,480,000   $ 32,836,000
 
(1) The 7.625% Notes were issued by Sonat, Inc., which was merged into El Paso Energy Corporation, whose name was later changed to El Paso Corporation.
(2) The 7.375% Notes were issued by El Paso Energy Corporation, whose name was later changed to El Paso Corporation.

Today, El Paso accepted and made payment for all of the 12.000% Senior Notes due 2013 (the "2013 Notes"), and all of the 8.250% Senior Notes due 2016 (the "2016 Notes" and, together with the 2013 Notes, the "Any and All Notes") validly tendered on or prior to the Early Tender Date. The holders of the 2013 Notes and 2016 Notes that were accepted for purchase received total consideration of $1,260 and $1,175, respectively, per $1,000 principal amount tendered, plus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.

Also described in El Paso's Offer to Purchase is an offer by El Paso to purchase the Maximum Tender Offer Notes (indicated in the table above) such that the aggregate amount of the consideration (excluding accrued interest and fees and expenses) paid for the Maximum Tender Offer Notes tendered is equal to $800,000,000 less the aggregate amount of the consideration (excluding accrued interest and fees and expenses) paid for the Any and All Notes tendered and accepted for purchase (the "Maximum Tender Offer Amount"). After paying for the Any and All Notes validly tendered on or prior to the Early Tender Date, the Maximum Tender Offer Amount available to purchase Maximum Tender Offer Notes is $294,642,450. The aggregate amount of the consideration (excluding accrued interest and fees and expenses) paid for Any and All Notes that are validly tendered after the Early Tender Date but prior to 11:59 p.m., New York City time, on December 30, 2010 (the "Expiration Date") and accepted for purchase will reduce the amount available to purchase Maximum Tender Offer Notes. 

The Maximum Tender Offer Notes to be purchased in the Maximum Tender Offers will be determined in accordance with the acceptance priority level (in numerical priority order) specified in the table above (the "Acceptance Priority Level"). All the Maximum Tender Offer Notes validly tendered in the Maximum Tender Offers having a higher Acceptance Priority Level will be accepted before any validly tendered Maximum Tender Offer Notes having a lower Acceptance Priority Level are accepted. Accordingly, if the Priority 2 Notes are validly tendered in an amount such that the aggregate amount of the consideration to be paid for the Priority 2 Notes validly tendered is greater than the Maximum Tender Offer Amount, then none of the Priority 3 Notes will be accepted for purchase. If the aggregate amount of the consideration for the Maximum Tender Offer Notes validly tendered at an Acceptance Priority Level is more than the remaining Maximum Tender Offer Amount, the principal amount of Maximum Tender Offer Notes to be purchased at that Acceptance Priority Level will be prorated.

If proration is required at an Acceptance Priority Level, each holder will have a fraction of the principal amount of tendered Notes at that Acceptance Priority Level purchased, rounded down to the nearest integral multiple of $1,000. The proration factor shall be a fraction the numerator of which is the Maximum Tender Offer Amount available for purchases at that Acceptance Priority Level and the denominator of which is the aggregate amount of the consideration (excluding accrued interest and fees and expenses) for all Notes at that Acceptance Priority Level that have been validly tendered prior to the Expiration Date.

Holders of Notes who have not already tendered all of their Notes may continue to do so at any time at or prior to the Expiration Date unless earlier terminated by El Paso. Withdrawal rights for the Tender Offers have expired.

Subject to the terms and conditions set forth in the Offer to Purchase, including the Maximum Tender Offer Amount, the Acceptance Priority Levels and proration in the case of the Maximum Tender Offers, Notes that are validly tendered after the Early Tender Date but on or prior to the Expiration Date and that El Paso accepts for purchase will receive only the applicable Tender Offer Consideration and will not receive the applicable Early Tender Payment (each as defined in the Offer to Purchase). Payment of the applicable Tender Offer Consideration will be made on the final settlement date, which is expected to be on December 31, 2010, the first business day following the Expiration Date.

The complete terms and conditions of each Tender Offer is set forth in the Offer to Purchase dated December 2, 2010, and a related Letter of Transmittal, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offers. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the tender offers, at (212) 430-3774 (banks and brokers) or (866) 470-4300 (all others). Questions regarding the tender offers also may be directed to the dealer managers for the Tender Offers, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7822 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. El Paso is making the Tender Offers only by, and pursuant to the terms of, the Offer to Purchase and a Letter of Transmittal. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of El Paso, the depositary and information agent, the dealer managers or the trustee, or any of El Paso's or their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering, all or any portion of their Notes in response to the applicable Tender Offers.

El Paso Corporation provides natural gas and related energy products in a safe, efficient, and dependable manner. El Paso owns North America's largest interstate natural gas pipeline system and one of North America's largest independent natural gas producers.

Cautionary Statement Regarding Forward-Looking Statements

This release includes certain forward-looking statements and projections. The company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. Important factors which could cause actual results to differ materially from those in forward-looking statements include, among others, unfavorable market conditions, and our ability to successfully complete the Tender Offers. While the company makes these statements and projections in good faith, neither the company nor its management can guarantee that anticipated future results will be achieved. Reference must be made to those filings for additional important factors that may affect actual results. The company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the company, whether as a result of new information, future events, or otherwise.

Contact Information

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    Bruce Connery
    Vice President
    (713) 420-5855

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    Bill Baerg
    Manager
    (713) 420-2906