UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report:
January
10, 2006
(Date
of Earliest Event Reported: January 9, 2006)
EL
PASO CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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(State
or
other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (713) 420-2600
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.03.
Creation of a Direct Financial Obligation.
As
previously disclosed (and as more fully described) in the Current Report on
Form
8-K of El Paso Corporation, a Delaware corporation (“El Paso”), filed with the
Securities and Exchange Commission (the “SEC”) on January 4, 2006, (i) on
December 28, 2005, El Paso
successfully consummated the early settlement (the “Early Settlement”) of
its private exchange offers (the “Private Exchange Offers”) to exchange all
properly tendered and accepted notes (the “CGP Notes”) of the series listed
below, which were originally issued by El Paso’s wholly-owned subsidiary, El
Paso CGP Company, L.L.C., a Delaware limited liability company (formerly known
as El Paso CGP Company, a Delaware corporation) (“CGP”), and the related
solicitations of consents to the proposed amendments to the indentures governing
such notes (collectively, the “CGP Indentures”), (ii) effective as of December
31, 2005, CGP transferred (the “Asset Transfer”) substantially all of its
properties and assets as an entirety (in the meaning of the CGP Indentures)
to
El Paso by means of a distribution on CGP’s outstanding equity interests (100%
of which are held by El Paso) and (iii) concurrently with the Asset Transfer,
in
accordance with the requirements of the CGP Indentures and pursuant to a series
of supplemental indentures thereto, El Paso assumed and succeeded to all of
CGP’s rights, powers and obligations, and was substituted for CGP in all
respects, under each CGP Indenture, such that El Paso became the sole obligor
in
respect of all CGP Notes not acquired in the Early Settlement (the “Assumed CGP
Notes”).
Immediately
following 11:59 p.m., New York City time, on January 6, 2006, the Private
Exchange Offers expired. On January 9, 2006, El Paso successfully consummated
the final settlement (the “Final Settlement”) of the Private Exchange Offers
(and the related solicitations of consents) by:
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(i)
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accepting
all of the consents that had been properly given (and not validly
revoked), and accepting for exchange all of the Assumed CGP Notes
that had
been properly tendered (and not validly withdrawn), in each case,
after
12:00 noon, New York City time, on December 27, 2005, the deadline
for
inclusion in the Early Settlement (the “Early Settlement Deadline”), and
prior to the expiration of the Private Exchange Offers;
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(ii)
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issuing
new El Paso notes (the “El Paso Notes”), in the aggregate principal amount
of approximately $112.8 million (and in the series described in the
second
table immediately following this paragraph), to the eligible holders
of
Assumed CGP Notes who validly tendered (and did not validly withdraw)
their Assumed CGP Notes after the Early Settlement Deadline and prior
to
the expiration of the Private Exchange Offers; and
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(iii)
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paying
the applicable consent payment listed in the first table immediately
following this paragraph to the eligible holders of Assumed CGP Notes
who
validly delivered (and did not validly revoke) their consents after
the
Early Settlement Deadline and prior to the expiration of the Private
Exchange Offers.
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CGP
Notes
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Total
Outstanding
Principal
Amount
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Outstanding
Principal Amount Tendered as of Early Settlement Deadline
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Additional
Outstanding
Principal
Amount Tendered as of Expiration
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Percentage
of Total Outstanding Principal Amount Tendered as of
Expiration
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Consent
Payment per $1,000 Principal Amount
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6.50%
Notes due 2006
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$109,500,000
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$91,860,000
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$3,061,000
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86.69%
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$1.25
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7½%
Notes due 2006
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$204,910,000
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$182,525,000
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$52,000
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89.10%
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$1.25
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6.50%
Senior Debentures due June 1, 2008
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$200,000,000
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$188,682,000
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$2,524,000
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95.60%
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$2.50
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7.625%
Notes due 2008
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$215,000,000
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$206,596,000
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$315,000
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96.24%
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$2.50
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6.375%
Senior Debentures due February 1, 2009
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$200,000,000
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$189,443,000
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$3,334,000
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96.39%
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$2.50
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7.75%
Notes due 2010
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$400,000,000
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$369,729,000
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$8,999,000
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94.68%
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$2.50
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10¾%
Senior Debentures due October 1, 2010
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$56,573,000
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$39,755,000
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$1,930,000
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73.68%
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$2.50
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9⅝%
Senior Debentures due May 15, 2012
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$150,000,000
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$136,118,000
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$1,805,000
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91.95%
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$2.50
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6.70%
Senior Debentures due February 15, 2027
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$200,000,000
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$161,913,000
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$20,850,000
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91.38%
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$2.50
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6.95%
Senior Debentures due June 1, 2028
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$200,000,000
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$197,080,000
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$20,000
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98.55%
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$2.50
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7.75%
Senior Debentures due October 15, 2035
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$150,000,000
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$112,440,000
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$36,685,000
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99.42%
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$2.50
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7.42%
Senior Debentures due February 15, 2037
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$200,000,000
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$165,642,000
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$33,265,000
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99.45%
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$2.50
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El
Paso Notes
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CUSIP
Numbers
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Principal
Amount of
El
Paso Notes Issued in Early Settlement
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Principal
Amount of
El
Paso Notes Issued in Final Settlement
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144A
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Regulation
S
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6.50%
Senior Notes due 2006
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28336L
AJ 8
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U53248
AC 1
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$91,860,000
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$3,061,000
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7½%
Senior Notes due 2006
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28336L
AL 3
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U53248
AD 9
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$182,525,000
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$52,000
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6.50%
Senior Notes due 2008
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28336L
AN 9
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U53248
AE 7
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$188,682,000
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$2,524,000
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7.625%
Senior Notes due 2008
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28336L
AQ 2
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U53248
AF 4
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$206,596,000
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$315,000
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6.375%
Senior Notes due 2009
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28336L
AS 8
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U53248
AG 2
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$189,443,000
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$3,334,000
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7.75%
Senior Notes due 2010
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28336L
AU 3
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U53248
AH 0
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$369,729,000
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$8,999,000
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10¾%
Senior Notes due 2010
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28336L
AW 9
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U53248
AJ 6
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$39,755,000
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$1,930,000
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9⅝%
Senior Notes due 2012
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28336L
AY 5
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U53248
AK 3
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$136,118,000
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$1,805,000
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6.70%
Senior Notes due 2027
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28336L
BA 6
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U53248
AL 1
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$161,913,000
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$20,850,000
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6.95%
Senior Notes due 2028
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28336L
BC 2
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U53248
AM 9
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$197,080,000
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$20,000
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7.75%
Senior Notes due 2032
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28336L
BJ 7
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U53248
AQ 0
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$112,440,000
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$36,685,000
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7.42%
Senior Notes due 2037
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28336L
BG 3
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U53248
AP 2
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$165,642,000
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$33,265,000
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TOTALS
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$2,041,783,000
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$112,840,000
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The
Private Exchange Offers and the related consent solicitations were made, and
the
El Paso Notes were offered and issued, only (a) to holders of CGP Notes
(including Assumed CGP Notes) who are “qualified institutional buyers,” as
defined in Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and (b) outside the United States to holders of CGP Notes
(including Assumed CGP Notes) who are persons other than U.S. persons, in
reliance upon Regulation S under the Securities Act. The new El Paso Notes
issued in connection with the Private Exchange Offers have not been registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
The
new El Paso Notes issued in connection with the Final Settlement were issued
pursuant to an indenture dated as of May 10, 1999 between El Paso and HSBC
Bank
USA, National Association (as successor-in-interest to JPMorgan Chase Bank,
formerly The Chase Manhattan Bank), as trustee, as amended and supplemented
by
the Tenth Supplemental Indenture thereto dated as of December 28, 2005 (as
so
amended and supplemented, the "El Paso Indenture"). The holders of the El Paso
Notes are entitled to the benefits of the Registration Rights Agreement, dated
as of December 28, 2005 (the “Registration Rights Agreement”), by and among El
Paso and the dealer managers named therein.
El
Paso did not receive any cash proceeds from the sale of the new El Paso Notes
issued in the Final Settlement, which were issued in exchange for the surrender
and cancellation of an equal principal amount of Assumed CGP Notes.
The
terms of the El Paso Notes of each series issued in connection with the Final
Settlement are substantially identical to the terms of the El Paso Notes of
such
series issued in connection with the Early Settlement. The material terms of
the
El Paso Indenture, each series of El Paso Notes and the Registration Rights
Agreement have been previously disclosed (and are more fully described) in
El
Paso’s Current Report on Form 8-K filed with the SEC on January 4, 2006, which
such descriptions are incorporated herein in their entirety by this
reference.
Item 8.01.
Other Events.
On
January 10, 2006, El Paso and CGP issued a joint press release announcing the
successful Final Settlement described in Item 2.03 of this Current Report on
Form 8-K. A copy of the joint press release is attached hereto as Exhibit
99.A and is incorporated herein in its entirety by this reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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99.A
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Press
Release dated January 10, 2006.
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SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized.
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EL
PASO CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and Controller
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(Principal Accounting
Officer)
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Dated: January
10, 2006
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.A
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Press
Release dated January 10, 2006.
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