El Paso gets tenders for $1.03 billion of 10 series of notes so far

By Angela McDaniels

Tacoma, Wash., July 27 - El Paso Corp. said it had received tenders for $1,033,068,000 of notes as of 5 p.m. ET on July 26, which was the early tender date in tender offers for 10 series of senior notes that began on July 13.

The offers will expire at 11:59 p.m. ET on Aug. 9.

The company is offering to purchase any and all of seven series of notes. The eligible notes, the amounts tendered through the early tender date and the purchase prices are noted in the table below.

The prices noted below include an early tender payment of 3% of par for notes tendered by the early tender date. Holders will also receive accrued interest up to but excluding the settlement date.

The company accepted all of these notes tendered so far and expects to make payment for them on July 29.

Dutch auction offer

The company is also offering to purchase three series of notes through a Dutch auction offer. The eligible notes and the amounts tendered so far are noted in the table.

The maximum amount spent to purchase these notes, excluding accrued interest, will be capped at $750 million minus the amount paid for the notes purchased in the any and all offer.

After accepting the notes tendered in the any and all offer so far, the amount available to purchase Dutch auction notes is $437,851,350.

The acceptable bid price range is 111.5 to 114.5 for the 6 7/8% notes and 113.5 to 116.5 for the 7% notes and 7¼% notes. These ranges represent the minimum bid price plus a bid premium of up to 3% of par. They also include the early tender payment.

The company will also pay accrued interest up to but excluding the settlement date.

The clearing premium will be the lowest single premium that will allow the company to spend the maximum Dutch auction tender offer amount for notes tendered with a bid premium equal to or less than the clearing premium.

However, if the number of Dutch auction notes that are tendered would result in El Paso spending less than the cap, the clearing premium will be the highest bid premium received.

If no additional notes are tendered prior to the expiration date, the clearing premium will be $27.50 based on the notes received so far.

If the amount of notes tendered at or above the clearing premium would cause El Paso to spend more than the cap, the company will first accept all Dutch auction notes tendered at a bid premium less than the clearing premium and then notes tendered with a bid premium equal to the clearing premium on a prorated basis.

The dealer managers are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Deutsche Bank Securities Inc. (855 287-1922 or 212 250-7527). The depositary and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers, others call 866 952-2200).

El Paso is a Houston-based natural gas provider.

EL Paso any and all tender offer

Notes Amount tendered through July 26 Price

$570,000 of 9 5/8% senior debentures due 2012 $25,000 107

$27,583,000 of 9 5/8% senior notes due 2012 $16.04 million 107

$67,876,000 of 8¼% senior notes due 2016 $590,000 114

$896,000 of 6.95% senior debentures due 2028 $525,000 112.5

$173,534,000 of 6.95% senior notes due 2028 $142,815,000 112.5

$236,000 of 7.42% senior debentures due 2037 $50,000 117

$160,218,000 of 7.42% senior notes due 2037 $113.65 million 117

El Paso Dutch auction tender offer

Notes Amount tendered through July 26

$375 million of 6 7/8% senior notes due 2014 $223,403,000

$900 million of 7% senior notes due 2017 $303,453,000

$575 million of 7¼% senior notes due 2018 $232,517,000

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