|
El Paso Corporation to Pursue Separation Into Two
Publicly Traded Companies
|
|
HOUSTON,
TX, May 24, 2011 (MARKETWIRE via COMTEX) -- El Paso Corporation (NYSE: EP)
announced today that its Board of Directors has granted initial approval of a
plan to separate the company into two publicly traded businesses by year end
2011.
Following
the completion of the proposed spinoff, El Paso Corporation will be comprised
of El Paso's Pipeline Group, its Midstream Group, and its general and limited
partner interests in El Paso Pipeline Partners, L.P. (NYSE: EPB). It will be
the premier pipeline company in North America, uniquely integrated in the major
U.S. supply and market regions. With a planned 2012 annual dividend of $0.60
per share and a targeted low double-digit dividend growth rate, it is
positioned to be a very attractive corporate yield investment. As a separate
publicly traded company, El Paso's exploration & production business is
well positioned to compete with the industry's leading independent producers.
It has more than 10 years of low-risk, repeatable drilling inventory to fuel
its future growth. Current positions in the Eagle Ford and Wolfcamp shales and
the Altamont field are expected to provide a profitable and rapidly growing oil
production profile.
"We
believe that the creation of these two stand-alone public companies will result
in significant and sustainable value creation," said Doug Foshee,
chairman, president, and chief executive officer of El Paso Corporation.
"With the completion of what was an $8 billion pipeline backlog, the
elevation of our E&P business to one of the top independent producers,
outstanding leadership and employees in each of our businesses, and the
accelerated improvement of our balance sheet, we are ready to take this
important step."
El
Paso plans to complete a separation by year end with a tax-free spinoff of its
E&P company. The planned separation is subject to
market, regulatory, tax, final approval by the company's Board of Directors and
other customary conditions.
Benefits
El
Paso believes that there are material benefits to the stand-alone companies
from a separation:
-- Greater management focus on distinct business
strategies
-- Credit enhancing to El Paso Corporation
-- Greater flexibility to grow businesses
supported by separate equity
currencies
-- Independent capital structures and
credit profiles, which provide a
lower
cost of capital
-- Improved capital markets access
-- Increased flexibility and efficiency in capital
allocation
Ongoing
Management of El Paso Corporation
The
seasoned management of El Paso Corporation is in place. Doug Foshee will remain
chairman & chief executive officer of the company.
Management
of Exploration & Production Company
Brent
Smolik will be named as chief executive officer and Dane Whitehead will become
the chief financial officer. Doug Foshee will become the non-executive
chairman.
Transaction
Approvals
The
spinoff of the E&P company will be structured as a
pro rata distribution of the shares of the exploration and production company
to the El Paso shareholders of record. The transaction will not require
shareholder approval. El Paso plans to seek a tax ruling from the Internal
Revenue Service regarding the tax-free nature of the spinoff for both the
company and its shareholders.
Financial
& Legal Advisors
Goldman,
Sachs & Co. is serving as the financial advisor to El Paso, and Wachtell,
Lipton, Rosen & Katz is serving as El Paso's legal advisor.
El
Paso Corporation provides natural gas and related energy products in a safe,
efficient, and dependable manner. The company owns North America's largest
interstate natural gas pipeline system, one of North America's largest
independent oil and natural gas producers and an emerging midstream business.
For more information, visit www.elpaso.com.
Cautionary
Statement Regarding Forward-Looking Statements
This
release includes certain forward-looking statements and projections. The
company has made every reasonable effort to ensure that the information and
assumptions on which these statements and projections are based are current,
reasonable, and complete. However, forward-looking statements involve a number
of risks and uncertainties. A variety of factors could cause actual results to
differ materially from the projections, anticipated results or other
expectations expressed in this release, including, without limitation, those
risks and other factors described in the company's (and its affiliates)
Securities and Exchange Commission filings. In addition, there are a variety of
risks and other factors associated with the proposed transaction that could
negatively impact our ability to implement the transaction and/or its projected
results, including, without limitation, (a) risks typically inherent in
spin-off and related transactions of this type, (b) our ability to pay the
planned initial dividend and to increase the dividend thereafter for our
pipeline and midstream businesses, (c) our ability to execute our strategy of
selling assets to El Paso Pipeline Partners, L.P. to reduce our debt, (d) risks
associated with the level of debt to be incurred by the E&P business, (e)
the availability of the capital markets for raising capital at El Paso
Pipelines Partners, L.P. and additional debt at our E&P business, (f) the
ability of the businesses to successfully operate independently, (g) our
ability to obtain all necessary regulatory approvals to implement the
separation of the companies, including confirmation of the tax-free nature of
the transaction (h) the receipt of final approval of our board of directors of
the separation and related transactions, (i) disruptions experienced with
customers, suppliers and employees and (j) our ability to retain anticipated
management teams and key employees of the separated companies. As a result,
there is a risk that the proposed separation may not be completed as
contemplated, including the risk that there may be material changes in timing
and/or terms of the transaction or that the transaction may not be completed at
all. While the company makes these statements and projections in good faith,
neither the company nor its management can guarantee that anticipated future
results will be achieved. Reference must be made to those filings for
additional important factors that may affect actual results. The company
assumes no obligation to publicly update or revise any forward-looking
statements made herein or any other forward-looking statements made by the
company, whether as a result of new information, future events, or otherwise.
Contacts
Investor and Media Relations
Bruce Connery
Vice President
(713) 420-5855