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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
El Paso Pipeline Partners, L.P.
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
2837021086
(CUSIP Number)
Robert W. Baker
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
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CUSIP No. |
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2837021086 |
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11 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EL PASO CORPORATION |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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55,326,397 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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55,326,397 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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55,326,397 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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approximately 65.1% |
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14 |
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TYPE OF REPORTING PERSON |
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HC; CO |
* El Paso Corporation may also be deemed to beneficially own 27,727,411 subordinated units representing limited partner interests in El Paso Pipeline Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., as amended, which is incorporated herein by
reference.
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CUSIP No. |
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2837021086 |
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Page |
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3 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EL PASO PIPELINE HOLDING COMPANY, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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55,326,397 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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55,326,397 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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55,326,397 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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approximately 65.1% |
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14 |
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TYPE OF REPORTING PERSON |
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HC; OO limited liability company |
* El Paso Pipeline Holding Company, L.L.C. may also be deemed to beneficially own 27,727,411 subordinated units representing limited partner interests in El Paso Pipeline Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., as
amended, which is incorporated herein by reference.
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CUSIP No. |
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2837021086 |
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Page |
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4 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
El Paso Pipeline GP Company, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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HC; OO limited liability company |
* El Paso Pipeline GP Company, L.L.C., the sole general partner of El Paso Pipeline Partners, L.P., owns 2,299,526 general partner units and the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in El Paso Pipeline Partners, L.P.
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CUSIP No. |
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2837021086 |
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Page |
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5 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
El Paso Pipeline LP Holdings, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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55,326,397 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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55,326,397 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* |
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55,326,397 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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approximately 65.1% |
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14 |
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TYPE OF REPORTING PERSON |
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HC; OO limited liability company |
* El Paso Pipeline LP Holdings, L.L.C. also owns 27,727,411 subordinated units representing limited partner interests in El Paso Pipeline Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., as amended, which is incorporated herein by reference.
TABLE OF CONTENTS
Page 6 of 11
THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF THE REPORTING
PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) ON DECEMBER 3, 2007. THE
TEXT OF SAID SCHEDULE 13D IS HEREBY AMENDED AS FOLLOWS: ITEM 2(a), ITEM 5 AND SCHEDULE 1 ARE
AMENDED AND RESTATED IN THEIR ENTIRETY AND THE INFORMATION PREVIOUSLY PROVIDED UNDER ITEM 3, ITEM 6
AND ITEM 7 IS SUPPLEMENTED HEREBY.
Item 2. Identity and Background
(a) This Schedule 13D is filed by (i) El Paso Corporation, a Delaware corporation (El
Paso), (ii) El Paso Pipeline Holding Company, L.L.C., a Delaware limited liability company
(Holdco) (iii) El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company
(the General Partner) and (iv) El Paso Pipeline LP Holdings, L.L.C., a Delaware limited
liability company (Holdings and, together with El Paso, Holdco and the General Partner,
collectively, the Reporting Persons).
El Paso owns directly or indirectly 100% of each of Holdco, El Paso Pipeline Corporation, a
Delaware corporation, the General Partner and Holdings. El Paso Pipeline Corporation owns 1% of
the outstanding member interests in Holdco. Holdco is the sole member of each of the General
Partner and Holdings. Holdings is a limited partner of the Issuer with a 65.1% limited partner
interest. The General Partner is the sole general partner of the Issuer. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
On September 17, 2008, the Issuer entered into the Contribution and Exchange Agreement (the
Contribution Exchange Agreement) with the General Partner, Holdings, El Paso Pipeline
Partners Operating Company, L.L.C. (the Operating Company), El Paso, El Paso Noric
Investments III, L.L.C., Colorado Interstate Gas Company (CIG), El Paso SNG Holding
Company, L.L.C., Southern Natural Gas Company (SNG), EPPP SNG GP Holdings, L.L.C. and
EPPP CIG GP Holdings, L.L.C. Pursuant to the Contribution Exchange Agreement, the Issuer issued
26,888,611 common units to Holdings as partial consideration for a 30% general partner interest in
CIG and a 15% general partner interest in SNG.
Concurrently with the issuance of the common units in connection with the Contribution
Exchange Agreement and a private placement of common units to two purchasers, the General Partner
received 566,563 additional general partner units in the Issuer after contributing approximately
$10 million in order to maintain its 2% general partner interests in the Issuer.
Item 5. Interest in Securities of the Issuer
(a) (1) El Paso, as the indirect 100% owner of Holdings, may, pursuant to Rule 13d-3, be
deemed to beneficially own the 55,326,397 common units held of record by Holdings, which based on
there being 84,957,822 common units outstanding as of October 10, 2008, represents approximately
65.1% of the outstanding common units. El Paso, as the indirect 100% owner of Holdings, may also,
pursuant to Rule 13d-3, be deemed to beneficially own the 27,727,411 subordinated units held of
record by Holdings, which represent all of the outstanding subordinated units as of October 10,
2008. The subordinated units may be converted into common units on a one-for-one basis upon the
termination of the subordination period as set forth in the Partnership Agreement. El Paso, as the
indirect 100% owner of the General Partner, may, pursuant to Rule 13d-3, be deemed to beneficially
own the 2,299,526 general partner units and the incentive distribution rights (which represent the
right to receive increasing percentages of quarterly distributions in excess of specified amounts)
in the Issuer held by the General Partner.
(2) Holdco, as the 100% owner of Holdings, may, pursuant to Rule 13d-3, be deemed to
beneficially own the 55,326,397 common units held of record by Holdings, which based on there being
84,957,822 common units outstanding as of October 10, 2008, represents approximately 65.1% of the
outstanding common units. Holdco, as the 100% owner of Holdings, may also, pursuant to Rule 13d-3,
be deemed to beneficially own the
Page 7 of 11
27,727,411 subordinated units held of record by Holdings, which represent all of the
outstanding subordinated units as of October 10, 2008. The subordinated units may be converted
into common units on a one-for-one basis upon the termination of the subordination period as set
forth in the Partnership Agreement. Holdco, as the 100% owner of the General Partner, may, pursuant
to Rule 13d-3, be deemed to beneficially own the 2,299,526 general partner units and the incentive
distribution rights (which represent the right to receive increasing percentages of quarterly
distributions in excess of specified amounts) in the Issuer held by the General Partner.
(3) The General Partner, as the sole general partner of the Issuer, does not beneficially own
any common units of the Issuer. However, the General Partner does own 2,299,526 general partner
units and the incentive distribution rights (which represent the right to receive increasing
percentages of quarterly distributions in excess of specified amounts) in the Issuer.
(4) Holdings is the record and beneficial owner of 55,326,397 common units, which based on
there being 84,957,822 common units outstanding as of October 10, 2008, represents approximately
65.1% of the outstanding common units. Holdings also is the record owner of 27,727,411
subordinated units, which represent all of the outstanding subordinated units as of October 10,
2008. The subordinated units may be converted into common units on a one-for-one basis upon the
termination of the subordination period as set forth in the Partnership Agreement.
(5) See Schedule 1 for the aggregate number and percentage of common units beneficially owned
by the Listed Persons.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated
herein by reference. See Schedule 1 for the information applicable to the Listed Persons.
(c) Except as described in Item 3 above, Schedule 1 or elsewhere in this Schedule 13D, none of
the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons has effected any
transactions in the common units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from
the sale of, the respective common units reported by such persons on the cover pages of this
Schedule 13D and in this Item 5. See Schedule 1 for the information applicable to the Listed
Persons. Except for the foregoing and the cash distribution described in Item 6 below, no other
person is known by the Reporting Persons to have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of, common units beneficially owned by
the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer |
Waiver of Limited Call Right
In connection with the issuance of common units pursuant to the Contribution Exchange
Agreement, the General Partner has waived its right, for a period of 24 months from the date of the
closing of the Contribution Exchange Agreement, to purchase all of the remaining common units at a
price not less than the then current market price of the common units in the event that at any time
the General Partner and its affiliates own more than 75% of the outstanding common units, unless
such 75% threshold is achieved without giving effect to any of the common units received by the
General Partner or any of its affiliates in connection with the Contribution Exchange Agreement
that are then beneficially owned by the General Partner or any of its affiliates.
Item 7. Material to Be Filed as Exhibits
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Exhibit E
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Contribution and Exchange Agreement, dated September 17, 2008,
by and among El Paso Pipeline Partners, L.P., El Paso Pipeline
GP Company, L.L.C., El Paso Pipeline LP Holdings, L.L.C., El
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Paso Pipeline Partners Operating Company, L.L.C., El Paso
Corporation, El Paso Noric Investments III, L.L.C., Colorado
Interstate Gas Company, El Paso SNG Holding Company, L.L.C.,
Southern Natural Gas Company, EPPP SNG GP Holdings, L.L.C. and
EPPP CIG GP Holdings, L.L.C. (attached as Exhibit 2.1 to the
Issuers current report on Form 8-K (File No. 001-33825) filed
with the Commission on September 23, 2008 and incorporated
herein in its entirety by reference). |
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Exhibit F
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Contribution, Conveyance and Assumption Agreement, dated
September 30, 2008, by and among El Paso Pipeline Partners,
L.P., El Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP
Holdings, L.L.C., El Paso Noric Investments III, L.L.C., El Paso
CNG Company, L.L.C., El Paso Pipeline Corporation, El Paso SNG
Holding Company, L.L.C., EPPP SNG GP Holdings, L.L.C., EPPP CIG
GP Holdings, L.L.C., El Paso Pipeline Holding Company, L.L.C.,
El Paso Pipeline Partners Operating Company, L.L.C., Colorado
Interstate Gas Company, Southern Natural Gas Company and El Paso
Corporation (attached as Exhibit 10.1 to the Issuers current
report on Form 8-K (File No. 001-33825) filed with the
Commission on October 6, 2008 and incorporated herein in its
entirety by reference). |
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: October 14, 2008
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El Paso Corporation |
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By:
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/s/ Robert W. Baker |
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Name:
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Robert W. Baker |
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Title:
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Executive Vice President and General Counsel |
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El Paso Pipeline Holding Company, L.L.C. |
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By:
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/s/ Robert W. Baker |
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Name:
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Robert W. Baker |
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Title:
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Executive Vice President and General Counsel |
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El Paso Pipeline GP Company, L.L.C. |
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By:
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/s/ Robert W. Baker |
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Name:
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Robert W. Baker |
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Title:
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Executive Vice President and General Counsel |
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El Paso Pipeline LP Holdings, L.L.C. |
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By:
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/s/ Robert W. Baker |
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Name:
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Robert W. Baker |
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Title:
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Executive Vice President and General Counsel |
Schedule 1
Executive Officers of El Paso Corporation
Douglas L. Foshee
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President, Chief Executive Officer and Director
Citizenship: USA
Amount Beneficially Owned: 25,000 common units (less than 1%)
D. Mark Leland
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer
Citizenship: USA
Amount Beneficially Owned: 13,200 common units (less than 1%)
Robert W. Baker
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Executive Vice President and General Counsel
Citizenship: USA
Amount Beneficially Owned: 5,000 common units (less than 1%)
James C. Yardley
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of El Pasos Pipeline Group
Citizenship: USA
Amount Beneficially Owned: 10,000 common units (less than 1%)
Brent J. Smolik
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President of El Paso Exploration & Production Company
Citizenship: USA
Amount Beneficially Owned: 12,500
Board of Directors of El Paso Corporation
Juan Carlos Braniff
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Managing Partner Capital I Ltd. Partners
Citizenship: USA
Amount Beneficially Owned: 0
James L. Dunlap
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 7,500
Douglas L. Foshee
(see above)
Robert W. Goldman
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Financial Consultant
Citizenship: USA
Amount Beneficially Owned: 5,000
Anthony W. Hall, Jr.
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chief Administrative Officer, City of Houston, Texas
Citizenship: USA
Amount Beneficially Owned: 0
Thomas R. Hix
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 0
William H. Joyce
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board and Chief Executive Officer, Nalco Company
Citizenship: USA
Amount Beneficially Owned: 0
Ronald L. Kuehn, Jr.
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board, El Paso Corporation
Citizenship: USA
Amount Beneficially Owned: 62,070 common units (less than 1%)
Ferrell P. McClean
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 8,000
Steven J. Shapiro
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 6,000
J. Michael Talbert
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board, Transocean Inc.
Citizenship: USA
Amount Beneficially Owned: 0
Robert F. Vagt
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President, Davidson College
Citizenship: USA
Amount Beneficially Owned: 0
John L. Whitmire
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board, CONSOL Energy, Inc.
Citizenship: USA
Amount Beneficially Owned: 25,000
Joe B. Wyatt
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chancellor Emeritus, Vanderbilt University
Citizenship: USA
Amount Beneficially Owned: 15,000
Executive Officers and Directors of El Paso Pipeline Corporation
Marguerite Woung-Chapman
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President and Chief Executive Officer
Citizenship: USA
Amount Beneficially Owned: 0
Robert W. Baker
(see above)
D. Mark Leland
(see above)
John R. Sult
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Senior Vice President, Chief Financial Officer and Controller
Citizenship: USA
Amount Beneficially Owned: 10,000 common units (less than 1%)
Executive Officers and Directors of El Paso Pipeline Holding Company, L.L.C.
See above for information regarding the executive officers and directors of El Paso Corporation,
the owner of 99% of the outstanding member interests in El Paso Pipeline Holding Company, L.L.C.
Members of El Paso Pipeline Holding Company, L.L.C.
See above for information regarding the executive officers and directors of El Paso Corporation and
El Paso Pipeline Corporation, the members of El Paso Pipeline Holding Company, L.L.C.
Executive Officers and Directors of El Paso Pipeline GP Company, L.L.C.
James C. Yardley
(see above)
Robert W. Baker
(see above)
John R. Sult
(see above)
Marguerite Woung-Chapman
(see above)
James J. Cleary
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Senior Vice President
Citizenship: USA
Amount Beneficially Owned: 2,000 common units (less than 1%)
Daniel B. Martin
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Senior Vice President
Citizenship: USA
Amount Beneficially Owned: 0
Norman G. Holmes
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chancellor Emeritus, Vanderbilt University
Citizenship: USA
Amount Beneficially Owned: 0
Douglas L. Foshee
(see above)
Ronald L. Kuehn, Jr.
(see above)
D. Mark Leland
(see above)
Arthur C. Reichstetter
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Managing Private Investments
Citizenship: USA
Amount Beneficially Owned: 102,070 common units (less than 1%)
W. Matt Ralls
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Director and Chairman of Audit Committee of Complete Production Services
Citizenship: USA
Amount Beneficially Owned: 2,110 common units (less than 1%)
William A. Smith
Address: c/o Galway Group, L.P., 3050 Post Oak Blvd., Suite 1300, Houston, Texas 77056
Principal Occupation: Managing Director and Partner in Galway Group, L.P.
Citizenship: USA
Amount Beneficially Owned: 2,175 common units (less than 1%)
Members of El Paso Pipeline GP Company, L.L.C.
See above for information regarding the executive officers and directors of El Paso Pipeline
Holding Company, L.L.C., the sole member of El Paso Pipeline GP Company, L.L.C.
(see above)
Executive Officers and Directors of El Paso Pipeline LP Holdings, L.L.C.
Marguerite Woung-Chapman
(see above)
Robert W. Baker
(see above)
John R. Sult
(see above)
Members of El Paso Pipeline LP Holdings, L.L.C.
See above for information regarding the executive officers and directors of El Paso Corporation,
the sole member of El Paso Pipeline LP Holdings, L.L.C.
EXHIBIT INDEX
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Exhibit E
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Contribution and Exchange Agreement, dated September 17, 2008,
by and among El Paso Pipeline Partners, L.P., El Paso Pipeline
GP Company, L.L.C., El Paso Pipeline LP Holdings, L.L.C., El
Paso Pipeline Partners Operating Company, L.L.C., El Paso
Corporation, El Paso Noric Investments III, L.L.C., Colorado
Interstate Gas Company, El Paso SNG Holding Company, L.L.C.,
Southern Natural Gas Company, EPPP SNG GP Holdings, L.L.C. and
EPPP CIG GP Holdings, L.L.C. (attached as Exhibit 2.1 to the
Issuers current report on Form 8-K (File No. 001-33825) filed
with the Commission on September 23, 2008 and incorporated
herein in its entirety by reference). |
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Exhibit F
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Contribution, Conveyance and Assumption Agreement, dated
September 30, 2008, by and among El Paso Pipeline Partners,
L.P., El Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP
Holdings, L.L.C., El Paso Noric Investments III, L.L.C., El Paso
CNG Company, L.L.C., El Paso Pipeline Corporation, El Paso SNG
Holding Company, L.L.C., EPPP SNG GP Holdings, L.L.C., EPPP CIG
GP Holdings, L.L.C., El Paso Pipeline Holding Company, L.L.C.,
El Paso Pipeline Partners Operating Company, L.L.C., Colorado
Interstate Gas Company, Southern Natural Gas Company and El Paso
Corporation (attached as Exhibit 10.1 to the Issuers current
report on Form 8-K (File No. 001-33825) filed with the
Commission on October 6, 2008 and incorporated herein in its
entirety by reference). |