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Published on 4/14/2011 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

El Paso Tennessee Pipeline buys back $23.27 million 9%, 7¼% debentures

By Angela McDaniels

Tacoma, Wash., April 14 - El Paso Tennessee Pipeline Co. received tenders for $209,000 of its $1,149,000 9% debentures due 2012 and for $23,058,000 of its $23,206,000 7¼% debentures due 2025, according to a company news release.

Tender offers and consent solicitations for the notes began on March 17 and ended at midnight ET on April 13.

The company settled $199,000 of the 9% debentures and $23.05 million of the 7¼% debentures on the early settlement date, March 29. The remaining $10,000 of the 9% debentures and $8,000 of the 7¼% debentures were settled April 14.

El Paso solicited consents from the holders to amend the indenture to eliminate some restrictive covenants and events of default and to amend the merger covenant. Consents were needed from the holders of at least a majority of the total principal amount of both series of debentures in order to make the amendments.

Holders who tendered were deemed to have delivered consents, and holders could not consent without tendering their debentures.

The company announced on March 29 that it had received enough consents to make the amendments.

For each $1,000 principal amount, the company paid $1,100 for the 9% debentures and $1,225 for the 7¼% debentures. These prices include a consent fee of $30 for each debenture tendered by 5 p.m. ET on March 28, the consent date.

The tender offers were subject to the receipt of tenders for at least a majority of debentures by the consent date and the execution of a supplemental indenture implementing the proposed amendments following the receipt of the needed consents.

The company planned to use cash on hand to fund the offers.

The dealer manager and solicitation agent was Morgan Stanley & Co. Inc. (800 624-1808 or 212 761-1057). The information agent is Global Bondholder Services Corp. (866 952-2200 or, for banks and brokerage firms, 212 430-3774).

El Paso Tennessee Pipeline is a subsidiary of El Paso Corp., a Houston-based provider of natural gas and related energy products.


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