El Paso accepts $2.16 billion of El Paso CGP notes, debentures in exchange offer

By Jennifer Chiou

New York, Jan. 10 - El Paso Corp. said it accepted $2.16 billion of the notes and debentures issued by subsidiary El Paso CGP Co. (The Coastal Corp.) in its exchange offer.

At the expiration of the offer at 11:59 p.m. ET on Jan. 6, the response was:

• $94.921 million or 86.69% of its $109.5 million of 6½% notes due 2006. The consent payment is $1.25 per $1,000 principal amount;

• $182.577 million or 89.10% of its $204.91 million of 7½% notes due 2006. The consent payment is $1.25 per $1,000 principal amount;

• $191.206 million or 95.60% of its $200 million of 6½% senior debentures due June 1, 2008. The consent payment is $2.50 per $1,000 principal amount;

• $206.911 million or 96.24% of its $215 million of 7 5/8% notes due 2008. The consent payment is $2.50 per $1,000 principal amount;

• $192.777 million or 96.39% of its $200 million of 6 3/8% senior debentures due Feb. 1, 2009. The consent payment is $2.50 per $1,000 principal amount;

• $378.728 million or 94.68% of its $400 million of 7¾% notes due 2010. The consent payment is $2.50 per $1,000 principal amount;

• $41.685 million or 73.68% of its $56.573 million of 10¾% senior debentures due Oct. 1, 2010. The consent payment is $2.50 per $1,000 principal amount;

• $136.923 million or 91.95% of its $150 million of 9 5/8% senior debentures due May 15, 2012. The consent payment is $2.50 per $1,000 principal amount;

• $182.763 million or 91.38% of its $200 million of 6.7% senior debentures due Feb. 15, 2027. The consent payment is $2.50 per $1,000 principal amount;

• $197.1 million or 98.55% of its $200 million of 6.95% senior debentures due June 1, 2028. The consent payment is $2.50 per $1,000 principal amount;

• $149.125 million or 99.42% of its $150 million of 7¾% senior debentures due Oct. 15, 2035. The consent payment is $2.50 per $1,000 principal amount; and

• $198.907 million or 99.45% of its $200 million of 7.42% senior debentures due Feb. 15, 2037. The consent payment is $2.50 per $1,000 principal amount.

Having achieved the necessary consents by 12 p.m. ET on Dec. 27, the company accepted consents from holders of $2.04 billion of the securities and, on Dec. 29, entered into a supplemental indenture incorporating the changes. On Dec. 28, it paid the consent fees and issued new notes in exchange for the securities tendered by the consent deadline.

At its previous announcement on Dec. 22, El Paso said it had amended and extended the exchange offer. The offer previously was set to end at 11:59 p.m. ET on Dec. 30.

The consent deadline was changed to match the end of the exchange for all series of notes and all holders who tendered will receive the full amount.

In addition, under the revised terms the 7¾% senior debentures due Oct. 15, 2035 will now be exchanged for new notes that are the same as El Paso's existing 7¾% medium-term notes due Jan. 15, 2032 except that the new notes will be subject to the same restrictions on transfer as the other debt to be issued in the exchange.

At a previous announcement on Dec. 20, El Paso said it extended the consent deadline to 5 p.m. ET on Dec. 20 from 5 p.m. ET on Dec. 15 for the 7¾% senior debentures due Oct. 15, 2035. The company had not received consents for the 7¾% debentures.

El Paso, which started the offer on Dec. 5, is soliciting consents to amend the notes' indentures.

As originally announced, the exchange price for each CGP note was initially 100% of its principal amount if it is tendered anytime before the offer's expiration at 11:59 p.m. ET on Dec. 30, unless extended. Previously, the exchange price was 100% of its principal amount if it was tendered prior to the consent deadline, and 95% of its principal amount after that time and before the expiration of the offer.

The Houston-based natural gas and energy company said it will issue a new El Paso note in a principal amount equal to the exchange price for validly tendered and accepted CGP notes.

Global Bondholder Services Corp. is the information agent (866 294-2200).

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