Attached files
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| EX-3 - EXHIBIT 3 - SOUTHERN NATURAL GAS COMPANY, L.L.C. | exhibit3.htm |
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: November 19, 2010
SOUTHERN NATURAL GAS COMPANY
(Exact name of Registrant as specified in its charter)
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Delaware
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1-2745
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63-0196650
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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))
On November 19, 2010, El Paso Pipeline Partners, L.P. entered into agreements for and completed the acquisition of an additional 15% interest in Southern Natural Gas Company from El Paso Corporation. Previously, El Paso Pipeline Partners, L.P. owned 45% and El Paso Corporation owned 55% of our general partnership interests. El Paso Pipeline Partners, L.P. now owns a 60% general partner interest in us.
El Paso Pipeline Partners, L.P. acquired the additional 15% interest in Southern Natural Gas Company, as well as the remaining 49% member interests in both El Paso Elba Express Company, L.L.C. and Southern LNG Company, L.L.C. from El Paso Corporation in exchange for consideration of $1,133 million. El Paso Pipeline Partners, L.P.’s source for the cash consideration was a combination of the net proceeds realized in connection with its September 2010 and November 2010 equity offerings, as well as its November 2010 public offering of senior notes.
In connection with this transaction, on November 19, 2010, our general partners entered into the Fourth Amendment to our General Partnership Agreement to reflect that El Paso Pipeline Partners, L.P. and El Paso Corporation, through their ownership of our general partners, now own 60% and 40% respectively of the general partnership interests in Southern Natural Gas Company. In addition, the Fourth Amendment to our General Partnership Agreement reflects that El Paso Pipeline Partners, L.P. will have three representatives and El Paso Corporation will have one representative on our management committee. A copy of the Fourth Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated November 19, 2010, is attached as Exhibit 3 to this Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
The information included in the first paragraph of Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 of this Current Report on Form 8-K.
In connection with El Paso Pipeline Partners, L.P.’s acquisition of an additional 15% interest in Southern Natural Gas Company, on November 19, 2010, our general partners entered into the Fourth Amendment to our General Partnership Agreement. The Fourth Amendment amended the General Partnership Agreement in the manner summarized below.
Annex I was amended to reflect that El Paso Pipeline Partners, L.P. and El Paso Corporation, through their ownership of our general partners, now own 60% and 40% respectively of the general partnership interests in Southern Natural Gas Company. Previously, El Paso Pipeline Partners, L.P. owned 45% and El Paso Corporation owned 55% of our general partnership interests. Annex I was also amended to reflect that El Paso Pipeline Partners, L.P. will have three representatives and El Paso Corporation will have one representative on our management committee. Previously, El Paso Corporation had three representatives and El Paso Pipeline Partners, L.P. had one representative on the management committee.
Section 6.2(h) of the General Partnership Agreement was deleted in its entirety and replaced with new Section 6.2(h). Both the previous Section 6.2(h) and new Section 6.2(h) specified matters requiring management committee approval. The revised Sections 6.2(h)(i)(C) and Section 6.2(h)(ii)(L) require unanimous approval by the management committee or general partners for Southern Natural Gas Company to mortgage or pledge assets with a value exceeding a total of $450 million; and majority approval by the management committee or general partners to mortgage or pledge assets with a value of $450 million and below. Previously, unanimous management committee or partner approval was required for the mortgage or pledge of assets regardless of their value. Revised Section 6.2(h)(i)(D) provides in part that unanimous approval is required from the management committee or the partners for the commencement or resolution of a general rate case before the Federal Energy Regulatory Commission if such proceeding resulted in Southern Natural Gas Company’s revenues to be reduced by a total of $100 million annually or for Southern Natural Gas Company to agree to pay in refunds or interest a total of $50 million annually. Previously, unanimous consent of the management committee or the partners was required for the commencement or resolution of any general rate case regardless of the dollar amounts involved in the proceeding.
The foregoing is merely a summary of the material amendment to the General Partnership Agreement and is qualified in its entirety by the Fourth Amendment to our General Partnership Agreement, a copy of which is included as Exhibit 3 to this Form 8-K and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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3
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Fourth Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated November 19, 2010.
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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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SOUTHERN NATURAL GAS COMPANY
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By:
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/s/ John R. Sult | |
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John R. Sult
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Dated: November 23, 2010
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Exhibit Number
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Description
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3
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Fourth Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated November 19, 2010.
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