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: February 4, 2009
EL
PASO CORPORATION
(Exact name of
Registrant as specified in its charter)
|
Delaware
|
1-14365
|
76-0568816
|
||
|
(State or
other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
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:
|
|
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.
|
On February 4, 2009,
El Paso Corporation ("the Company") entered into an underwriting agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities
Inc., as representatives of the several underwriters named in Schedule I thereto
(the "Underwriters" and each an "Underwriter"), in connection with a public
offering (the "Offering") of $500 million of 8.250% Senior Notes due
2016. A copy of the Underwriting Agreement is filed with this report
as Exhibit 1.A and is incorporated herein by reference. The offer and
sale of the notes to be sold in the Offering have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), under the Company's
shelf registration statement on Form S-3 (File No. 333-134406). The
closing of the Offering is expected to occur on February 9, 2009, subject to
satisfaction of customary closing conditions.
Under the terms of
the Underwriting Agreement, the Company has agreed to indemnify each Underwriter
against certain liabilities, including liabilities under the Securities Act and
liabilities arising from any untrue statement of a material fact related to the
Company contained in the Company’s registration statement, the basic prospectus,
any preliminary prospectus, any issuer free writing prospectus, the final
prospectus or any prospectus supplement or omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading.
The Company
expects the net proceeds from the Offering to be approximately $472.5
million. El Paso plans to use the net proceeds of the Offering,
together with the $438 million of net proceeds from the Company's December 2008
offering of 12.000% notes, for general corporate purposes, including the
repayment of debt maturing during 2009. 2009 maturities include
approximately $539 million of the Company's 7.125% notes due May 6, 2009 and
$413 million of the Company's 6.75% notes due May 15, 2009. The
Company repaid $112 million aggregate principal amount of the Company's 6.375%
notes due February 1, 2009.
Neither this
Current Report on Form 8-K, nor the press release included as an exhibit hereto,
constitute an offer to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The Offering is being made only by means of a prospectus and
related prospectus supplement.
|
Item
8.01.
|
Other
Events.
|
On February 4, 2009, we issued a
press release announcing the pricing of the Offering. A copy of such
press release is included as Exhibit 99.A to this Current Report on Form 8-K and
is incorporated herein by this reference.
In addition, in
connection with the Offering, the Company is filing certain exhibits as part of
this Current Report on Form 8-K that are to be incorporated by reference into
the Company's Registration Statement on Form S-3 (File No.
333-134406).
|
Item
9.01.
|
Financial
Statements and
Exhibits.
|
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
1.A
|
Underwriting
Agreement, dated as of February 4, 2009 by and among El Paso Corporation
and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as
representatives of the several underwriters named in Schedule I
thereto.
|
|
|
5.A
|
Opinion of
Bracewell & Giuliani LLP.
|
|
|
8.A
|
Opinion of
Bracewell & Giuliani LLP re tax matters (Included in Prospectus
Supplement filed on February 4, 2009 pursuant to Rule 424(b) under the
heading "Material U.S. Federal Income Tax
Consequences").
|
|
|
23.A
|
Consent of
Bracewell & Giuliani LLP (Included in 5.A).
|
|
|
99.A
|
Press Release
dated February 4, 2009.
|
|
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.
|
EL PASO
CORPORATION
|
||
|
By:
|
/s/ John R.
Sult
|
|
|
|
John
R. Sult
|
|
|
Senior Vice
President and Controller
|
||
|
(Principal
Accounting Officer)
|
||
Dated: February
6, 2009
|
Exhibit
Number
|
Description
|
|
|
1.A
|
Underwriting
Agreement, dated as of February 4, 2009 by and among El Paso Corporation
and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as
representatives of the several underwriters named in Schedule I
thereto.
|
|
|
5.A
|
Opinion of
Bracewell & Giuliani LLP.
|
|
|
8.A
|
Opinion of
Bracewell & Giuliani LLP re tax matters (Included in Prospectus
Supplement filed on February 4, 2009 pursuant to Rule 424(b) under the
heading "Material U.S. Federal Income Tax
Consequences").
|
|
|
23.A
|
Consent of
Bracewell & Giuliani LLP (Included in 5.A).
|
|
|
99.A
|
Press Release
dated February 4,
2009.
|
|