El Paso Corp. (ticker: EP, exchange: New York Stock Exchange (.N))
News Release -
29-Dec-2005
El Paso Corporation and El Paso CGP Company Announce Updated Interim Results and Early Settlement of Private Debt Exchange Offers and Consent Solicitations HOUSTON, Dec. 29 /PRNewswire-FirstCall/ -- El Paso Corporation (NYSE: EP)
and its wholly-owned subsidiary, El Paso CGP Company (CGP), today announced
updated interim results in connection with, and the early settlement of, El
Paso's private offers to exchange all properly tendered and accepted notes of
the series listed in the table immediately following this paragraph (which
were previously issued by CGP) and the related solicitations of consents to
the proposed amendments to the indentures governing such notes. As of 12:00
noon, New York City time, on December 27, 2005, approximately $2.042 billion
aggregate principal amount of CGP notes had been validly tendered for exchange
(and not validly withdrawn). The following table shows the principal amount
of each such series tendered by the December 27 deadline.
Consent
Percentage of Payment
Outstanding Outstanding per $1,000
Principal Principal Principal
Total Amount Amount Amount
Outstanding Tendered as Tendered as Tendered as
CGP Notes CUSIP No. Principal of Dec. 27 of Dec. 27 of Dec. 27
Amount Deadline Deadline Deadline
--------- --------- ------------ ------------ ---------- -----------
6.50%
Notes
due 2006 190441AY1 $109,500,000 $91,860,000 83.89% $1.25
7 1/2%
Notes
due 2006 190441BE4 $204,910,000 $182,525,000 89.08% $1.25
6.50%
Senior
Debentures
due June 1,
2008 190441AV7 $200,000,000 $188,682,000 94.34% $2.50
7.625%
Notes
due 2008 190441BF1 $215,000,000 $206,596,000 96.09% $2.50
6.375%
Senior
Debentures
due Feb. 1,
2009 190441AX3 $200,000,000 $189,443,000 94.72% $2.50
7.75%
Notes
due 2010 190441BC8 $400,000,000 $369,729,000 92.43% $2.50
10 3/4%
Senior
Debentures
due Oct. 1,
2010 190441AK1 $56,573,000 $39,755,000 70.27% $2.50
9 5/8%
Senior
Debentures
due May 15,
2012 190441AP0 $150,000,000 $136,118,000 90.75% $2.50
6.70%
Senior
Debentures
due Feb. 15,
2027 190441AS4 $200,000,000 $161,913,000 80.96% $2.50
6.95%
Senior
Debentures
due June 1,
2028 190441AW5 $200,000,000 $197,080,000 98.54% $2.50
7.75%
Senior
Debentures
due Oct. 15,
2035 190441AR6 $150,000,000 $112,440,000 74.96% $2.50
7.42%
Senior
Debentures
due Feb. 15,
2037 190441AT2 $200,000,000 $165,642,000 82.82% $2.50
Subject to the terms and conditions of the private exchange offers, El
Paso has offered to exchange each CGP note that is properly tendered by an
eligible holder, and accepted by El Paso, for a new El Paso note in a
principal amount equal to the exchange price of such tendered CGP note. The
exchange price for each CGP note will be 100% of its principal amount if it is
properly tendered prior to the expiration of the exchange offers. The
exchange offers will expire immediately following 11:59 p.m., New York City
time, on January 6, 2006, unless extended.
Holders of CGP notes no longer have the right to withdraw their tender of
CGP notes or to revoke their consents. El Paso does not currently anticipate
extending the withdrawal deadline for any of the CGP notes.
On December 27, 2005, El Paso accepted all of the consents that had been
properly given and not validly revoked as of the December 27 deadline.
Because the accepted consents collectively represent the required consents as
described in the materials setting forth the terms and conditions of the
exchange offers and consent solicitations:
* on December 27, 2005, CGP entered into the supplemental indentures
adopting the proposed amendments to the indentures governing the CGP
notes; and
* on December 28, 2005:
-- CGP paid the applicable consent payment listed above to each
eligible holder of CGP notes who validly delivered (and did not
validly revoke) its consent by the December 27 deadline; and
-- El Paso consummated an early settlement of the exchange offers by
(i) accepting for exchange all of the CGP Notes properly tendered
and not validly withdrawn as of the December 27 deadline and (ii)
issuing new El Paso notes to each eligible holder of CGP notes who
validly tendered (and did not validly withdraw) its CGP notes by the
December 27 deadline.
The exchange offers, the consent solicitations and the issuance of the El
Paso notes have not been registered under the Securities Act of 1933 or any
other securities law. The exchange offers and consent solicitations are being
made, and the El Paso notes are being offered and issued, only (a) to holders
of CGP notes who are "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act) and (b) outside the United States to holders of CGP
notes who are persons other than U.S. persons, in reliance upon Regulation S
under the Securities Act.
The new El Paso notes to be issued in exchange for CGP notes have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. This news release is issued pursuant to Rule 135c
under the Securities Act and does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer
or sale in any jurisdiction where the offer, solicitation or sale would not be
permitted.
Documents relating to the offers will only be distributed to noteholders
who complete and return a letter of eligibility confirming that they are
within the category of eligible investors for this private offer. Noteholders
who desire a copy of the eligibility letter may contact Global Bondholder
Services Corporation, the information agent for the offers, at 1-866-294-2200.
SOURCE: El Paso Corporation
CONTACT: investor and public relations, Bruce L. Connery, Vice
President, +1-713-420-5855, or fax, +1-713-420-4417, or media relations, Chris
Jones, Manager, +1-713-420-4136, or fax, +1-713-420-4417, both of El Paso
Corporation
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