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: April 4, 2007
EL
PASO
NATURAL GAS COMPANY
(Exact
name of
Registrant as specified in its charter)
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Delaware
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1-2700
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74-0608280
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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The
information
included in Items 2.03 and 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 of this Current Report on Form
8-K.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
On
April 4, 2007, El Paso Natural Gas Company ("the Company"), pursuant to a
Purchase Agreement dated as of March 29, 2007 (the "Purchase Agreement") among
the Company and the initial purchasers named therein, sold $355,000,000
aggregate principal amount of its 5.95% Senior Notes due 2017 to the initial
purchasers. The Company issued the notes pursuant to an indenture dated as
of
November 13, 1996 between the Company and Wilmington Trust Company (as
successor in
interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)),
as indenture trustee, as supplemented through the Second Supplemental Indenture
dated as of April 4, 2007. The initial purchasers will resell the notes
in
private
transactions in conformance with Rule 144A or Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"). The notes
have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act. The net proceeds from the offering are
approximately $350 million after deducting discounts and estimated offering
expenses. The Company expects to use net proceeds from the offering to redeem
or
purchase certain of the Company's outstanding debt securities and for general
corporate purposes.
The
notes
bear interest
at 5.95% per annum on the principal amount from April 4, 2007, payable
semi-annually in arrears in cash on April 15 and October 15 of each year,
beginning October 15, 2007. The notes
will mature on
April 15, 2017. The notes
are senior
unsecured obligations of the Company and rank, in right of payment, the same
as
all of the Company's existing and future unsecured senior indebtedness. The
notes
are not
guaranteed by any of the Company's subsidiaries or parent
companies.
The
Company, at its
option, may redeem the notes,
in whole or
in part, at any time prior to their maturity on not less than 30 nor more
than 60 days' prior notice mailed to the holders of any notes
to be
redeemed. The notes
are redeemable
at a redemption price, plus accrued interest on the date of redemption, equal
to
the greater of (1) 100% of the principal amount of the notes to be redeemed,
and
(2) an amount equal to, as determined by an Independent Investment Banker (as
defined in the indenture), the sum of the present values of the remaining
scheduled payments of principal and interest on the notes to be redeemed (not
including any portion of such payments of interest accrued as of the redemption
date) discounted back to the redemption date on a semi-annual basis (assuming
a
360-day year consisting of twelve 30-day months), at the Treasury Rate (as
defined in the second supplemental indenture) plus 25 basis points.
The
indenture
contains covenants that restrict the ability of the Company to create liens
on
its assets, engage in sale-leaseback transactions or merge or consolidate with
another entity or sell, lease or transfer substantially all of the Company's
properties or assets to another entity. These limitations are subject to a
number of important qualifications and exceptions. Upon an Event of Default
(as
defined in the indenture), the trustee or the holders of at least 25% in
aggregate principal amount of the notes then outstanding, may, and the trustee
at the request of such holders is required to, declare the principal of and
the
accrued interest on the notes to be due and payable immediately.
On
April 4, 2007, the Company entered into a Registration Rights Agreement with
the
initial purchasers, pursuant to which the Company agreed to (i) file with the
Securities and Exchange Commission within 180 days following April
4,
2007,
a registration statement on an appropriate form under the Securities Act
relating to a registered exchange offer for the notes under the Securities
Act
and (ii) use its reasonable best efforts to cause such registration statement
to
be declared effective under the Securities Act within 220 days following April
4, 2007. If the Company fails to comply with certain obligations under the
Registration Rights Agreement, it will be required to pay additional interest to
the holders of the notes.
In
connection with the closing of the offering, the Company is filing certain
exhibits as part of this Form 8-K.
Item
3.03 Material Modification of Rights of Security Holders.
On
April 5, 2007,
the First Supplemental Indenture dated as of April 4, 2007 to the Indenture
dated as of July 23, 2003 between the Company and Wilmington Trust Company,
as
trustee, became operative in accordance with the express provisions of the
first
supplemental indenture. The first supplemental indenture provides for the
elimination of certain covenants and events of default under the indenture,
which governs the Company's outstanding 7 ⅝% Notes due 2010. The amendments were
proposed in connection with the Company's offer to purchase and consent
solicitation with respect to the Company's 7 ⅝% Notes due 2010 as set forth in
the Company's Offer to Purchase and Consent Solicitation Statement dated March
22, 2007.
The
amendments set
forth in the first supplemental indenture eliminate certain covenants in and
events of default under the indenture. As a result of these amendments, holders
of the Company's 7 ⅝% Notes due 2010 will no longer be entitled to the benefits
of such covenants and events of default, and the Company will be permitted
to
take certain actions previously prohibited by the indenture. A copy of the
first
supplemental indenture is included as Exhibit 4.C to this Current Report on
Form
8-K and is incorporated by reference herein in its entirety.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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4.A
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Second
Supplemental Indenture dated as of April 4, 2007 between El Paso
Natural
Gas Company and Wilmington Trust Company, as trustee, to indenture
dated
as of November 13, 1996.
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4.B
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Form
of 5.95%
Senior Note due 2017 (included as Exhibit A to Exhibit 4.A of this
Current
Report on Form 8-K).
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4.C
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First
Supplemental Indenture dated as of April 4, 2007 between El Paso
Natural
Gas Company and Wilmington Trust Company, as trustee, to indenture
dated
as of July 23, 2003.
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10.A
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Registration
Rights Agreement, dated as of April 4, 2007, among El Paso Natural
Gas
Company and Deutsche Bank Securities Inc., Citigroup Global Markets
Inc.,
ABN AMRO Incorporated, Goldman, Sachs & Co, Greenwich Capital Markets,
Inc., J.P. Morgan Securities Inc., and SG Americas Securities,
LLC.
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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 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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Senior
Vice
President, Chief Financial
Officer
and
Controller
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(Principal
Accounting and Financial Officer)
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Dated: April
9, 2007
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Exhibit
Number
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Description
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4.A
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Second
Supplemental Indenture dated as of April 4, 2007 between El Paso
Natural
Gas Company and Wilmington Trust Company, as trustee, to indenture
dated
as of November 13, 1996.
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4.B
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Form
of 5.95%
Senior Note due 2017 (included as Exhibit A to Exhibit 4.A of this
Current
Report on Form 8-K).
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4.C
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First
Supplemental Indenture dated as of April 4, 2007 between El Paso
Natural
Gas Company and Wilmington Trust Company, as trustee, to indenture
dated
as of July 23, 2003.
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10.A
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Registration
Rights Agreement, dated as of April 4, 2007, among El Paso Natural
Gas
Company and Deutsche Bank Securities Inc., Citigroup Global Markets
Inc.,
ABN AMRO Incorporated, Goldman, Sachs & Co, Greenwich Capital Markets,
Inc., J.P. Morgan Securities Inc., and SG Americas Securities,
LLC.
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