NGPL PipeCo receives tenders, consents for 97.01% of 6.514% notes

New York, May 8 - NGPL PipeCo LLC said it received tenders and consents for $1,212,642,000, or 97.01%, of its $1.25 billion of 6.514% senior notes due 2012 by the consent deadline.

The response is sufficient to allow the company to amend the note indenture. NGPL said in a news release that it expects to execute a supplemental indenture that will become effective when it buys the notes.

As announced on April 17, NGPL is offering to buy the notes for cash and also soliciting consents to proposed amendments to the indenture governing the notes. The proposed amendments would eliminate almost all of the covenants and some default provisions, eliminate the ability for the company to redeem the notes until six months after the tender offer's settlement date and shorten the minimum redemption notice period to three days from 30 days.

The adoption of the proposed amendments required the consent of the holders of a majority of the outstanding principal amount of the notes.

Holders who tender will be deemed to have consented to the proposed amendments, and holders may not deliver consents without also tendering their notes.

The purchase price for the notes is par plus accrued interest up to but excluding the settlement date. This includes a consent payment of $20 for each $1,000 principal amount of notes tendered by the consent expiration, 5 p.m. ET on April 27.

The tender offer will expire at 11:59 p.m. ET on May 11.

The offer is subject to the receipt of tender for at least 90% of the outstanding notes and the consummation of a new secured credit facility and other secured financings that result in the receipt of proceeds that, when taken together with cash on hand and any new equity contributions to the company, are enough to redeem all $1.25 billion of outstanding notes and pay all related fees and expenses and accrued interest.

The dealer managers and solicitation agents are RBC Capital Markets, LLC (877 381-2099 or 212 618-7822), Barclays Capital Inc. (800 438-3242 or 212 528-7581) and Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2174). The tender agent and information agent is D.F. King & Co., Inc. (800 488-8075 or, for banks and brokers, 212-269-5550).

Houston-based NGPL PipeCo is engaged in interstate natural gas transportation and storage through its wholly owned subsidiary, Natural Gas Pipeline Co. of America LLC.

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