Attached files
file | filename |
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EX-4.2 - EX-4.2 - El Paso Pipeline Partners, L.P. | h77911exv4w2.htm |
EX-10.5 - EX-10.5 - El Paso Pipeline Partners, L.P. | h77911exv10w5.htm |
EX-10.2 - EX-10.2 - El Paso Pipeline Partners, L.P. | h77911exv10w2.htm |
EX-99.1 - EX-99.1 - El Paso Pipeline Partners, L.P. | h77911exv99w1.htm |
EX-10.3 - EX-10.3 - El Paso Pipeline Partners, L.P. | h77911exv10w3.htm |
EX-10.4 - EX-10.4 - El Paso Pipeline Partners, L.P. | h77911exv10w4.htm |
EX-10.1 - EX-10.1 - El Paso Pipeline Partners, L.P. | h77911exv10w1.htm |
EX-99.2 - EX-99.2 - El Paso Pipeline Partners, L.P. | h77911exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 19, 2010
El Paso Pipeline Partners, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33825 | 26-0789784 | ||
(State or Other Jurisdiction of | (Commission | (IRS Employer | ||
Incorporation) | File Number) | Identification No.) |
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
1001 Louisiana Street
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (713) 420-2600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
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 1.01 Entry into a Material Definitive Agreement.
Conveyance Agreement
El Paso Pipeline Partners, L.P. (the Partnership) previously announced it had entered
into a Contribution Agreement (the Contribution Agreement) with El Paso Pipeline Partners
Operating Company, L.L.C. (the Operating Company), El Paso Corporation (El Paso), El Paso Elba
Express Company, L.L.C. (Elba Express), Southern LNG Company, L.L.C. (SLNG), Southern Natural
Gas Company (SNG), El Paso SNG Holding Company, L.L.C. (EP SNG) and EPPP SNG GP Holdings,
L.L.C. (EPPP SNG). Pursuant to the Contribution Agreement, El Paso and EP SNG (collectively, the
Contributing Parties) agreed to contribute to the Partnership (together with the Operating
Company and EPPP SNG, the Partnership Parties) a 49% member interest in Elba Express (the Elba
Express Interest), a 49% member interest in SLNG (the SLNG Interest) and a 15% general partner
interest in SNG (the SNG Interest) in exchange for aggregate consideration of $1,133 million (the
Cash Consideration). The Contribution Agreement is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
In accordance with the Contribution Agreement, on November 19, 2010 the Partnership
entered into a Contribution, Conveyance and Assumption Agreement (the Conveyance Agreement) with
the Operating Company, Elba Express, EP SNG, SLNG, SNG, El Paso Pipeline GP Company, L.L.C. (the
General Partner) and the Contributing Parties pursuant to which the Contributing Parties
contributed the Elba Express Interest, the SLNG Interest and the SNG Interest to the Partnership.
The description of the Conveyance Agreement contained in this Current Report on Form 8-K
does not purport to be complete and is qualified in its entirety by reference to the full text of
the Conveyance Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein
by reference.
The aggregate consideration of $1,133 million for the Elba Express Interest, SLNG Interest
and SNG Interest was paid by the Partnership in cash. Concurrently with the closing of the
contribution of the Elba Express Interest, the SLNG Interest and the SNG Interest, the Partnership
closed a public offering of 10,500,000 common units representing limited partner interests in the
Partnership (Common Units) and the Operating Company closed a public offering of $375 million
aggregate principal amount of its 4.10% Senior Notes due 2015 (the 2015 Notes) and $375 million
aggregate principal amount of its 7.50% Senior Notes due 2040 (the 2040 Notes and, together with
the 2015 Notes, the Notes). The Notes are guaranteed on a full and unconditional basis by the
Partnership. The net proceeds from the public offerings of Common Units and Notes, along with the
General Partners contribution of approximately $7.1 million in order to maintain its 2% general
partner interest, and approximately $415 million of cash proceeds from the September 2010 public
offering of Common Units, including the General Partners proportionate capital contribution, were
used by the Partnership to fund the aggregate consideration paid for the Elba Express Interest, the
SLNG Interest and the SNG Interest and related expenses.
The board of directors of the General Partner approved the acquisition of the Elba Express
Interest, the SLNG Interest and the SNG Interest based on a recommendation from its conflicts
committee. The conflicts committee, which is comprised entirely of independent directors, retained
independent legal and financial advisers to assist it in evaluating and negotiating the
transaction.
Third Amended and Restated Limited Liability Company Agreement of Elba Express and Second Amended
and Restated Limited Liability Company Agreement of SLNG
In connection with the closing of the transactions contemplated by the Conveyance Agreement,
on November 19, 2010, the Operating Company and the independent member named therein entered into
the Second Amended and Restated Limited Liability Company Agreement of Elba Express (the Elba
Express LLC Agreement), and the Operating Company entered into the Amended and Restated Limited
Liability Company Agreement of SLNG (the SLNG LLC Agreement) to reflect the contributions of the
Elba Express Interest and the SLNG Interest to the Partnership. After giving effect to the
transactions contemplated by the Contribution Agreement and the Conveyance Agreement, the
Partnership owns a 100% member interest in each of Elba Express and SLNG. The Elba Express LLC
Agreement and the SLNG LLC Agreement are filed herewith as Exhibits 10.3 and 10.4, respectively,
and incorporated herein by reference.
Fourth Amendment to General Partnership Agreement of SNG
In connection with the closing of the Contribution Agreement and the Conveyance Agreement,
on November 19, 2010, EP SNG and EPPP SNG entered into the Fourth Amendment to the General
Partnership of SNG (the SNG Amendment) to reflect the contribution of the SNG Interest to the
Partnership. After giving effect to the transactions contemplated by the Contribution Agreement
and the Conveyance Agreement, the EP SNG owns 40% of SNG and the Partnership owns 60% of SNG,
each
in the form of general partner interests. The SNG Amendment is filed herewith as Exhibit 10.5 and
is incorporated herein by reference.
Relationships
After giving effect to the transactions contemplated by the Contribution Agreement and the
Conveyance Agreement, El Paso directly or indirectly owns (i) 100% of the General Partner, which
allows it to control the Partnership and owns the 2% general partner interest and incentive
distribution rights in the Partnership; (ii) 60,672,648 Common Units and 27,727,411 subordinated
units representing an aggregate 49.4% limited partner interest in the Partnership; (iii) 100% of El
Paso Pipeline LP Holdings, L.L.C. (Holdings); (iv) a 42% general partner interest in Colorado
Interstate Gas Company (CIG); and (v) a 40% general partner interest in SNG. Further, certain
officers and directors of the General Partner serve as officers and/or directors of El Paso, the
Partnership and the Operating Company. Each of the Partnership, the General Partner, Holdings, the
Operating Company, CIG, SNG, Elba Express and SLNG is an indirect subsidiary of El Paso. The
Partnership is a party to an omnibus agreement with El Paso and its affiliates that governs the
Partnerships relationship with El Paso and its affiliates regarding (i) reimbursement of certain
operating and general and administrative expenses; (ii) indemnification for certain environmental
contingencies, tax contingencies and right-of-way defects; and (iii) reimbursement for certain
expenditures.
In addition, each of the Partnership, Elba Express, CIG, SNG and SLNG currently have and will
have in the future other routine agreements with El Paso or one of its subsidiaries that arise in
the ordinary course of business, in addition to the Partnerships Agreement of Limited Partnership,
the CIG General Partnership Agreement and the SNG General Partnership Agreement such as agreements
for services and other transportation and exchange agreements and interconnection and balancing
agreements with other El Paso pipelines.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The descriptions under the headings Conveyance Agreement in Item 1.01 above is incorporated
in this Item 2.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On November 19, 2010, the Operating Company successfully completed the issuance and sale of
$375 million aggregate principal amount of its 4.10% Senior Notes due 2015 (the 2015 Notes) and
$375 million aggregate principal amount of its 7.50% Senior Notes due 2040 (the 2040 Notes and,
together with the 2015 Notes, the Notes). The Notes were registered under the Securities Act of
1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-165679).
The Notes are governed by an indenture dated as of March 30, 2010 (the Base Indenture),
between the Operating Company and HSBC Bank USA, National Association, as Trustee (the Trustee),
as amended and supplemented by the second supplemental indenture dated as of November 19, 2010 (the
Second Supplemental Indenture) by and among the Operating Company, the Partnership and the
Trustee, setting forth the specific terms applicable to the Notes. The Base Indenture, as amended
and supplemented by the Second Supplemental Indenture, is referred to herein as the Indenture.
Interest on the notes will accrue from November 19, 2010 and will be payable semiannually
on May 15 and November 15 of each year, commencing on May 15, 2011. The 2015 Notes will mature on
November 15, 2015. The 2040 Notes will mature on November 15, 2040.
The Operating Company may, at its option, redeem all or part of the Notes at any time at a
price equal to the greater of 100% of the principal amount of the Notes or at a make-whole price,
in each case plus accrued and unpaid interest. The Notes are the Operating Companys senior
unsecured obligations and rank effectively junior to all existing and future secured debt to the
extent of the value of the collateral securing such debt. The Notes rank equally in right of
payment with all of the Operating Companys existing and future unsecured debt that is not by its
terms subordinated to the Notes, and senior to any subordinated debt that the Operating Company may
incur. The Notes and the guarantee of the Notes by the Partnership will effectively rank junior to
all existing and future obligations of the subsidiaries of the Operating Company.
The Indenture contains covenants that will limit the ability of the Operating Company, and
its subsidiaries to, among other things, create liens or enter into sale-leaseback
transactions. The Indenture does not restrict the Operating Company or its
subsidiaries from
incurring additional indebtedness, paying distributions on its equity interests or purchasing or
redeeming its equity interests, nor does it require the maintenance of any financial ratios or
specified levels of net worth or liquidity. The
Indenture requires the Operating Company to offer to repurchase the Notes at an offer price in cash
equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to
the date of repurchase in the event that the Partnership experiences a change of control together
with a rating decline with respect to the Notes, each condition as further defined in the
Indenture. Events of default under the Indenture include, with respect to each series of Notes:
| default in the payment of any interest upon the Notes when due and payable that continues for 30 days; | ||
| default in the payment of principal of or premium, if any, on the Notes when due at its maturity or by declaration of acceleration, call for redemption or otherwise; | ||
| default in the performance, or breach, of any covenant set forth in the Indenture (other than a covenant a default in the performance of which or the breach of which is specifically dealt with in the Indenture or which has expressly been included in the Indenture solely for the benefit of another series of securities) that continues for 60 days after there has been given written notice, by registered or certified mail, from the trustee or holders of at least 25% in principal amount of the Notes outstanding specifying such default or breach and requiring it to be remedied and stating that such notice is a Notice of Default under the Indenture; | ||
| certain events of bankruptcy, insolvency or reorganization with respect to the Operating Company or the Partnership; | ||
| default in the deposit of any sinking fund payment when due; or | ||
| the failure of any guarantee required with respect to the Notes to be in full force and effect, except as provided in the Indenture or by the terms of the Notes. |
If an event of default occurs and is continuing with respect to any series of Notes, the
trustee or the holders of not less than 25% in principal amount of such series of outstanding may
declare the principal amount of such Notes and all accrued and unpaid interest to be due and
payable. Upon such a declaration, such principal amount will become due and payable immediately. If
an event of default relating to certain events of bankruptcy, insolvency or reorganization with
respect to the Company occurs and is continuing, the principal amount of such Notes outstanding
will become immediately due and payable without any declaration or other act on the part of the
trustee or any holders of such Notes. Under certain circumstances, the holders of a majority in
principal amount of any such series of Notes outstanding may rescind any such acceleration with
respect to such Notes and its consequences.
The description of the Base Indenture and Second Supplemental Indenture contained in this
Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by
reference to the full text of the Base Indenture and Second Supplemental Indenture, incorporated
herein by reference from Exhibits 4.1 and 4.2 hereof, respectively.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
SNGs audited consolidated financial statements as of December 31, 2009 and 2008 and for the
years ended December 31, 2009, 2008 and 2007 have previously been filed as part of the
Partnerships Annual Report on Form 10-K (File No. 001-33825) for the year ended December 31, 2009.
SNGs unaudited condensed consolidated financial statements for the quarters and nine months
ended September 30, 2010 and 2009 and related notes thereto are filed herewith as Exhibit 99.1 and
are incorporated herein by reference.
(b) Unaudited pro forma financial statements.
The Partnerships unaudited pro forma condensed consolidated financial statements as of
September 30, 2010 and for the nine months ended September 30, 2010 and 2009 and for the years
ended December 31, 2009, 2008 and 2007 are filed herewith as Exhibit 99.2 and are incorporated
herein by reference.
(d) Exhibits.
Exhibit Number | Description | |
Exhibit 4.1
|
Indenture, dated March 30, 2010, between El Paso Pipeline Partners Operating Company, L.L.C. and HSBC Bank USA, National Association (incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) (File No. 001-33825) on April 5, 2010). | |
Exhibit 4.2#
|
Second Supplemental Indenture, dated November 19, 2010, by and among El Paso Pipeline Partners Operating Company, L.L.C., El Paso Pipeline Partners, L.P. and HSBC Bank USA, National Association. |
Exhibit Number | Description | |
Exhibit 10.1#
|
Contribution Agreement dated November 12, 2010 by and among El Paso Pipeline Partners, L.P., El Paso Pipeline Partners Operating Company, L.L.C., El Paso Corporation, El Paso Elba Express Company, L.L.C., Southern LNG Company, L.L.C., Southern Natural Gas Company, El Paso SNG Holding Company, L.L.C. and EPPP SNG GP Holdings, L.L.C. | |
Exhibit 10.2#
|
Contribution, Conveyance and Assumption Agreement dated November 19, 2010 by and among El Paso Pipeline Partners, L.P., El Paso Pipeline Partners Operating Company, L.L.C., El Paso Elba Express Company, L.L.C., El Paso SNG Holding Company, L.L.C., EPPP SNG GP Holdings, L.L.C., Southern LNG Company, L.L.C., Southern Natural Gas Company, El Paso Pipeline GP Company, L.L.C. and El Paso Corporation. | |
Exhibit 10.3#
|
Third Amended and Restated Limited Liability Company Agreement of El Paso Elba Express Company, L.L.C. | |
Exhibit 10.4#
|
Second Amended and Restated Limited Liability Company Agreement of Southern LNG Company, L.L.C. | |
Exhibit 10.5#
|
Fourth Amendment to General Partnership Agreement of Southern Natural Gas Company. | |
Exhibit 99.1#
|
Southern Natural Gas Company Unaudited Condensed Consolidated Financial Statements for the quarters and nine months ended September 30, 2010 and 2009 and related notes thereto. | |
Exhibit 99.2#
|
El Paso Pipeline Partners, L.P. Unaudited Pro Forma Condensed Consolidated Financial Statements as of September 30, 2010 and for the nine months ended September 30, 2010 and 2009 and for the years ended December 31, 2009, 2008 and 2007. |
# | Filed herewith. |
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 hereunto duly authorized.
EL PASO PIPELINE PARTNERS, L.P. |
||||
By: | EL PASO PIPELINE GP COMPANY, L.L.C., its General Partner | |||
By: | /s/ John R. Sult | |||
John R. Sult | ||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
Date: November 23, 2010
EXHIBIT LIST
Exhibit Number | Description | |
Exhibit 4.1
|
Indenture, dated March 30, 2010, between El Paso Pipeline Partners Operating Company, L.L.C. and HSBC Bank USA, National Association (incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) (File No. 001-33825) on April 5, 2010). | |
Exhibit 4.2#
|
Second Supplemental Indenture, dated November 19, 2010, by and among El Paso Pipeline Partners Operating Company, L.L.C., El Paso Pipeline Partners, L.P. and HSBC Bank USA, National Association. | |
Exhibit 10.1#
|
Contribution Agreement dated November 12, 2010 by and among El Paso Pipeline Partners, L.P., El Paso Pipeline Partners Operating Company, L.L.C., El Paso Corporation, El Paso Elba Express Company, L.L.C., Southern LNG Company, L.L.C., Southern Natural Gas Company, El Paso SNG Holding Company, L.L.C. and EPPP SNG GP Holdings, L.L.C. | |
Exhibit 10.2#
|
Contribution, Conveyance and Assumption Agreement dated November 19, 2010 by and among El Paso Pipeline Partners, L.P., El Paso Pipeline Partners Operating Company, L.L.C., El Paso Elba Express Company, L.L.C., El Paso SNG Holding Company, L.L.C., EPPP SNG GP Holdings, L.L.C., Southern LNG Company, L.L.C., Southern Natural Gas Company, El Paso Pipeline GP Company, L.L.C. and El Paso Corporation. | |
Exhibit 10.3#
|
Third Amended and Restated Limited Liability Company Agreement of El Paso Elba Express Company, L.L.C. | |
Exhibit 10.4#
|
Second Amended and Restated Limited Liability Company Agreement of Southern LNG Company, L.L.C. | |
Exhibit 10.5#
|
Fourth Amendment to General Partnership Agreement of Southern Natural Gas Company. | |
Exhibit 99.1#
|
Southern Natural Gas Company Unaudited Condensed Consolidated Financial Statements for the quarters and nine months ended September 30, 2010 and 2009 and related notes thereto. | |
Exhibit 99.2#
|
El Paso Pipeline Partners, L.P. Unaudited Pro Forma Condensed Consolidated Financial Statements as of September 30, 2010 and for the nine months ended September 30, 2010 and 2009 and for the years ended December 31, 2009, 2008 and 2007. |
# | Filed herewith. |