Attached files
file | filename |
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8-K - 8-K - Copano Energy, L.L.C. | h80858e8vk.htm |
EX-1.1 - EX-1.1 - Copano Energy, L.L.C. | h80858exv1w1.htm |
EX-99.2 - EX-99.2 - Copano Energy, L.L.C. | h80858exv99w2.htm |
EX-99.3 - EX-99.3 - Copano Energy, L.L.C. | h80858exv99w3.htm |
Exhibit 99.1
News Release |
Contacts: | Carl A. Luna, SVP & CFO | |||
Copano Energy, L.L.C. | ||||
FOR IMMEDIATE RELEASE
|
713-621-9547 | |||
Jack Lascar / jlascar@drg-l.com | ||||
Anne Pearson / apearson@drg-l.com | ||||
DRG&L / 713-529-6600 |
COPANO ENERGY ANNOUNCES CASH TENDER OFFER
AND CONSENT SOLICITATION FOR ITS 8.125% SENIOR NOTES DUE 2016
AND CONSENT SOLICITATION FOR ITS 8.125% SENIOR NOTES DUE 2016
HOUSTON, March 22, 2011 Copano Energy, L.L.C. (NASDAQ: CPNO) announced today that it has
commenced a cash tender offer (the Tender Offer) for any and all of its 8.125% Senior Notes due
2016 (CUSIP No. 217203 AB4) (the 2016 Notes), of which an aggregate principal amount of
$332,665,000 is outstanding, and a consent solicitation relating to certain amendments that would
eliminate most of the covenants and certain events of default contained in the indenture (the 2016
Notes Indenture) under which the 2016 Notes were issued.
The terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Consent
Solicitation Statement dated March 22, 2011 (the Offer to Purchase). The Tender Offer will
expire at 11:59 p.m., New York City time, on April 18, 2011, unless extended (the Expiration
Time). Copano may amend, extend or, subject to certain conditions, terminate the Tender Offer.
Holders who validly tender their 2016 Notes and deliver their consents to the proposed amendments
to the 2016 Notes Indenture prior to 5:00 p.m., New York City time, on April 4, 2011, unless such
date is extended (the Consent Expiration), will be entitled to receive $1,044.00, payable in
cash, for each $1,000 principal amount of 2016 Notes accepted for purchase, which amount includes a
consent payment of $3.375 per $1,000 principal amount of 2016 Notes accepted for purchase. Holders
who validly tender their 2016 Notes after the Consent Expiration but prior to the Expiration Time
will be entitled to receive $1,040.625, payable in cash, for each $1,000 principal amount of 2016
Notes accepted for purchase.
In connection with the Tender Offer, Copano is soliciting consents to certain proposed amendments
to the 2016 Notes Indenture. Holders may not tender their 2016 Notes without delivering the
applicable consents, and holders may not deliver consents without tendering their 2016 Notes. No
consent payments will be made in respect of 2016 Notes tendered after the Consent Expiration.
Following receipt of the consent of holders of a majority in aggregate principal amount of the 2016
Notes, Copano will execute a supplemental indenture to amend the 2016 Notes Indenture to eliminate
most of the covenants and certain events of default in such indenture.
Tendered 2016 Notes and related consents delivered prior to 5:00 p.m., New York City time, on April
4, 2011 (such time and date, as the same may be extended, the Withdrawal Time) may be validly
withdrawn and revoked at any time prior to the Withdrawal Time but not thereafter, except in
certain limited circumstances where additional withdrawal rights are required by law.
The Tender Offer is conditioned upon the satisfaction or, where applicable, the waiver of certain
conditions, including the following: (1) the financing condition, in which Copano must complete a
capital markets debt offering that results in net proceeds sufficient, together with any cash on
hand, to fund the Tender Offer, plus all related fees and expenses incurred in connection with the
Tender Offer, including accrued interest on the 2016 Notes; (2) the receipt of consents to the
proposed amendments to the 2016 Notes Indenture from the holders of a majority in principal amount
of the outstanding 2016 Notes governed by such indenture, and the execution of the related
supplemental indenture effecting such amendments; and (3) certain other customary conditions.
Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tender
2016 Notes will also receive accrued and unpaid interest up to, but not including, the applicable
settlement date. The settlement date for the Tender Offer is expected to promptly follow the
Consent Expiration or the Expiration Time, as applicable, and the satisfaction or waiver by Copano
of the conditions to the Tender Offer, which is expected to be on or about (1) April 5, 2011 for
2016 Notes tendered and not withdrawn prior to the Consent Expiration and (2) April
19, 2011 for 2016 Notes tendered after the Consent Expiration but prior to the Expiration Time, in
each case assuming the 2016 Notes are accepted for purchase.
If the Tender Offer is consummated, Copano currently intends to exercise its right, when permitted
by the 2016 Notes Indenture, to redeem any 2016 Notes that remain outstanding afterwards, although
it has no legal obligation to do so and the selection of any particular redemption date is in its
discretion. This statement of intent shall not constitute a notice of redemption under the 2016
Notes Indenture for such notes. Any such notice, if made, will only be made in accordance with the
provisions of the 2016 Notes Indenture.
Copano has engaged J.P. Morgan Securities LLC as the dealer manager for the Tender Offer. Persons
with questions regarding the Tender Offer are directed to J.P. Morgan toll-free at (800) 245-8812.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase.
Requests for documents should be directed to D.F. King & Co., Inc., the Depositary and Information
Agent for the Tender Offer, at (800) 967-4604 or (212) 269-5550 (banks and brokers).
This press release is for informational purposes only and is not an offer to purchase, a
solicitation of an offer to purchase or a solicitation of a consent with respect to any of the 2016
Notes. The Tender Offer and the consent solicitation are being made solely by the Offer to
Purchase. This press release shall not constitute an offer to sell or the solicitation of an offer
to buy these securities, nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
About Copano Energy, L.L.C.
Houston-based Copano Energy, L.L.C. is a midstream natural gas company with operations in Oklahoma,
Texas, Wyoming and Louisiana. Its assets include approximately 6,400 miles of active natural gas
gathering and transmission pipelines, 250 miles of NGL pipelines and eight
natural gas processing plants, with more than one billion cubic feet per day of combined processing
capacity and 22,000 barrels per day of fractionation capacity.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements. Statements that address activities or
events that Copano believes will or may occur in the future are forward-looking statements. These
statements include, but are not limited to, statements about our expectations relating to
consummating the Tender Offer and the related consent solicitation, amending the 2016 Notes
Indenture, future producer activity and Copanos total distributable cash flow and distribution
coverage. These statements are based on managements experience and perception of historical
trends, current conditions, expected future developments and other factors management believes are
reasonable. Important factors that could cause actual results to differ materially from those in
the forward-looking statements include, without limitation, the following risks and uncertainties,
many of which are beyond Copanos control: Copanos ability to satisfy the financing condition
relating to the Tender Offer; the receipt of consents to the proposed amendments to the 2016 Notes
Indenture from the holders of a majority in principal amount of the outstanding 2016 Notes; the
volatility of prices and market demand for natural gas and natural gas liquids; Copanos ability to
continue to obtain new sources of natural gas supply and retain its key customers; the impact on
volumes and resulting cash flow of technological, economic and other uncertainties inherent in
estimating future production and producers ability to drill and successfully complete and attach
new natural gas supplies and the availability of downstream transportation systems and other
facilities for natural gas and NGLs; higher construction costs or project delays due to inflation,
limited availability of required resources, or the effects of environmental, legal or other
uncertainties; general economic conditions; the effects of government regulations and policies; and
other financial, operational and legal risks and uncertainties detailed from time to time in
Copanos filings with the Securities and Exchange Commission.