Add
EP to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| EP > SEC Filings for EP > Form 8-K on 10-Dec-2008 | All Recent SEC Filings |
10-Dec-2008
Entry into a Material Definitive Agreement, Other Events, Financial Statements an
On December 9, 2008, El Paso Corporation ("the Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the "Underwriters" and each an "Underwriter"), in connection with a public offering (the "Offering") of $500 million of 12.000% Senior Notes due 2013. A copy of the Underwriting Agreement is filed with this report as Exhibit 1.A and is incorporated herein by reference. The offer and sale of the notes to be sold in the Offering have been registered under the Securities Act of 1933, as amended (the "Securities Act"), under the Company's shelf registration statement on Form S-3 (File No. 333-134406). The closing of the Offering is expected to occur on December 12, 2008, subject to satisfaction of customary closing conditions.
Under the terms of the Underwriting Agreement, the Company has agreed to indemnify each Underwriter against certain liabilities, including liabilities under the Securities Act and liabilities arising from any untrue statement of a material fact related to the Company contained in the Company's registration statement, the basic prospectus, any preliminary prospectus, any issuer free writing prospectus, the final prospectus or any prospectus supplement or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.
The Company expects the net proceeds from the Offering to be approximately $438 million. El Paso plans to use the net proceeds of the Offering for general corporate purposes, including the repayment of debt maturing during 2009. 2009 maturities include approximately $112 million of the Company's 6.375% notes due February 1, 2009, approximately $539 million of the Company's 7.125% notes due May 6, 2009 and $413 million of the Company's 6.75% notes due May 15, 2009.
Neither this Current Report on Form 8-K, nor the press release included as an exhibit hereto, constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Offering is being made only by means of a prospectus and related prospectus supplement.
On December 9, 2008, we issued a press release announcing the pricing of the Offering. A copy of such press release is included as Exhibit 99.A to this Current Report on Form 8-K and is incorporated herein by this reference.
In addition, in connection with the Offering, the Company is filing certain exhibits as part of this Current Report on Form 8-K that are to be incorporated by reference into the Company's Registration Statement on Form S-3 (File No. 333-134406).
(d) Exhibits.
Exhibit
Number Description
1.A Underwriting Agreement, dated as of December 9, 2008 by and
among El Paso Corporation and Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc., Goldman, Sachs
& Co. and J.P. Morgan Securities, Inc., as representatives
of the several underwriters named in Schedule I thereto.
5.A Opinion of Bracewell & Giuliani LLP.
Opinion of Bracewell & Giuliani LLP re tax matters (Included
8.A in Prospectus Supplement filed on December 9, 2008 pursuant
to Rule 424(b) under the heading "Material U.S. Federal
Income Tax Consequences").
23.A Consent of Bracewell & Giuliani LLP (Included in 5.A).
99.A Press Release dated December 9, 2008.
|
|
|