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 16, 2007
EL
PASO
CORPORATION
(Exact
name of
Registrant as specified in its charter)
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Delaware
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1-14365
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76-0568816
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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))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 16, 2007,
we and our pipeline subsidiaries, El Paso Natural Gas Company ("EPNG") and
Tennessee Gas Pipeline Company ("TGP"), entered into a $1.5 billion Third
Amended and Restated Credit Agreement (“Credit Agreement”) and a Third Amended
and Restated Security Agreement (“Security Agreement”), each of which is
attached as an exhibit hereto and incorporated herein by reference. The several
banks and other financial institutions that are parties to these agreements
are
identified in the exhibits hereto. These agreements amended and
restated our existing $1.75 billion credit facility and related security
agreement of which the $1.25 billion revolving credit facility was
scheduled to mature on July 31, 2009 and the $0.5 billion pre-funded letter
of
credit facility was scheduled to mature on July 31, 2011.
The
Credit Agreement
provides for a $1.5 billion revolving credit facility, the entire amount of
which may be used for loans or letters of credit.
Pursuant
to the terms
of the Security Agreement, all obligations under the Credit Agreement are
secured by certain inter-company receivables and by pledges of our interests
in
EPNG and TGP. We and certain of our subsidiaries also guarantee
all of the borrowings under the Credit Agreement.
The
revolving credit
facility matures in November 2012. At closing, approximately
$900 million of revolving loans and $393 million of letters of credit were
outstanding under the revolving credit facility.
Revolving
loans are
priced at LIBOR plus a margin currently equal to 1.25 percent and
outstanding letters of credit, which are considered usage of the revolving
credit facility, are currently priced at 1.25 percent plus an additional
fronting fee of up to 0.125 percent. An annual commitment
fee currently equal to 0.25 percent is paid on any unused revolving credit
capacity.
This
Credit Agreement
contains covenants restricting the ability of us and our pipeline company
borrowers to: (1) grant certain liens; (2) enter into certain merger
or consolidation transactions; (3) dispose of certain assets;
(4) enter into certain affiliate transactions; and (5) enter into
certain other restrictive agreements. Furthermore, the current debt
limitations on the pipeline company borrowers— EPNG and TGP —will continue,
which includes a restriction on each pipeline company borrower's incurrence
of
incremental borrowings if such debt would cause its ratio of Debt to
Consolidated EBITDA to exceed 5.0 to 1.0.
This
Credit Agreement
also requires us to satisfy certain financial covenants at the end of each
fiscal quarter, including:
(1) our
ratio of
Debt and Guaranties minus unrestricted cash to Consolidated EBITDA, all as
defined in the Credit Agreement, shall not exceed 5.50 to 1.0 at any time prior
to June 30, 2008; and 5.25 to 1.0 at any time on or after June 30, 2008
and
(2)
our ratio of
Consolidated EBITDA to interest expense and dividends paid shall not be less
than 1.75 to 1.0 prior to June 30, 2008 and 2.0 to 1.0 on or after June 30,
2008
until maturity.
Pursuant
to the terms
of the Credit Agreement, the following shall constitute events of default under
the Credit Agreement:
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a
failure to
pay principal or interest on any loan under the credit
agreement;
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if
a
representation or warranty is proven to be incorrect when
made;
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a
change of
control or the failure to observe or perform covenants or
agreements;
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the
commencement of proceedings under federal, state or foreign bankruptcy,
insolvency, receivership or similar
laws;
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inability
or
general failure to pay debts as they become
due;
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the
entry of
one or more judgments for the payment of money in an aggregate uninsured
amount equal to or greater than $100,000,000 that remains undischarged
for
60 days; or
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suffering
an
event of default and the lapse of any applicable grace period under
any
other Indebtedness (as defined in the Credit Agreement) in excess
of
$200,000,000.
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If
an event of
default occurs, then the lenders may: (1) terminate their commitments under
the Credit Agreement; (2) declare any outstanding loans under the Credit
Agreement to be immediately due and payable after applicable grace periods;
and
(3) foreclose on the collateral.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
See
description above
in Item 1.01.
Item 8.01
Other Events
On
November 21, 2007,
we announced the closing of the initial public offering of common units of
our
master limited partnership (MLP), El Paso Pipeline Partners, L.P. As
part of this offering, we have contributed to the MLP 100% of Wyoming Interstate
Company, Ltd. (our wholly owned interstate pipeline transportation business
located primarily in Wyoming and Colorado) and 10 percent equity interests
in Colorado Interstate Gas Company (CIG) and Southern Natural Gas Company (SNG)
(excluding Citrus Corp., Southern LNG, Inc. and Elba Express Company, LLC).
As
part of the offering, CIG and SNG distributed certain entities and assets to
us.
We will serve as the general partner of the MLP and continue to operate these
assets.
A
copy of the press
release is furnished as Exhibit 99.A hereto and is incorporated herein 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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10.A.
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Third
Amended
and Restated Credit Agreement dated as of November 16, 2007, among
El Paso
Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline
Company,
the several banks and other financial institutions from time to time
parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent and
as collateral agent.
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10.B
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Third
Amended
and Restated Security Agreement dated as of November 16, 2007, made
by
among El Paso Corporation, El Paso Natural Gas Company, Tennessee
Gas
Pipeline Company, the Subsidiary Grantors and certain other credit
parties
thereto and JPMorgan Chase Bank, N.A., not in its individual capacity,
but
solely as collateral agent for the Secured Parties and as the depository
bank.
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10.C
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Third
Amended
and Restated Subsidiary Guarantee Agreement dated as of November
16, 2007,
made by each of the Subsidiary Guarantors in favor of JPMorgan Chase
Bank,
N.A., as Collateral Agent.
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99.A
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Press
Release
dated November 21, 2007.
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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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EL
PASO CORPORATION
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By:
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/s/
John R. Sult
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John
R. Sult
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Senior
Vice President and
Controller
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(Principal
Accounting Officer)
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Dated: November
21, 2007
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.A.
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Third
Amended
and Restated Credit Agreement dated as of November 16, 2007, among
El Paso
Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline
Company,
the several banks and other financial institutions from time to time
parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent and
as collateral agent.
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10.B
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Third
Amended
and Restated Security Agreement dated as of November 16, 2007, made
by
among El Paso Corporation, El Paso Natural Gas Company, Tennessee
Gas
Pipeline Company, the Subsidiary Grantors and certain other credit
parties
thereto and JPMorgan Chase Bank, N.A., not in its individual capacity,
but
solely as collateral agent for the Secured Parties and as the depository
bank.
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10.C
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Third
Amended
and Restated Subsidiary Guarantee Agreement dated as of November
16, 2007,
made by each of the Subsidiary Guarantors in favor of JPMorgan Chase
Bank,
N.A., as Collateral Agent.
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99.A
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Press
Release
dated November 21, 2007.
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