NGPL PipeCo extends tender offer for 6.514% notes due 2012 to May 22

By Angela McDaniels

Tacoma, Wash., May 16 - NGPL PipeCo LLC extended the tender offer for its $1.25 billion of 6.514% senior notes due 2012 to 5 p.m. ET on May 22 from 11:59 p.m. ET on May 17, according to a company news release.

The company is offering $1,020 per $1,000 principal amount of notes 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 May 2.

The tender offer began April 16 and was amended on April 30. Before the amendment, the consent expiration was 5 p.m. ET on April 27, the expiration of the offer was 11:59 p.m. ET on May 11, and the company was offering par for the notes including the $20 consent payment.

The company is also soliciting consents to proposed amendments to the indenture governing the notes. The proposed amendments as originally described 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.

On May 4, the company said it amended the solicitation to eliminate the proposed revision to Section 3.02 of the indenture, which was to provide that it may not redeem the notes for a make-whole premium prior to the date that is six months following the settlement date.

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

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

On May 8, NGPL PipeCo said it had received tenders and consents for $1,212,642,000, or 97.01%, of the notes as of the consent deadline.

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

The offer is subject to the receipt of tenders 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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