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: December 9, 2008
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:
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Written
communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On December 9, 2008, El Paso
Corporation ("the Company") entered into an underwriting agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., Goldman, Sachs & Co. 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 12.000% Senior Notes due 2013. 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 December 12, 2008, 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 $438
million. El Paso plans to use the net proceeds of the Offering for
general corporate purposes, including the repayment of debt maturing during
2009. 2009 maturities include approximately $112 million of the Company's
6.375% notes due February 1, 2009, 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.
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.
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Item
8.01.
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Other
Events.
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On December 9, 2008, 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).
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Item
9.01.
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Financial
Statements and
Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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1.A
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Underwriting
Agreement, dated as of December 9, 2008 by and among El Paso
Corporation and Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities, Inc.,
as representatives of the several underwriters named in Schedule I
thereto.
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5.A
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Opinion of
Bracewell & Giuliani LLP.
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8.A
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Opinion of
Bracewell & Giuliani LLP re tax matters (Included in Prospectus
Supplement filed on December 9, 2008 pursuant to Rule 424(b) under the
heading "Material U.S. Federal Income Tax
Consequences").
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23.A
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Consent of
Bracewell & Giuliani LLP (Included in 5.A).
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99.A
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Press Release
dated December 9, 2008.
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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/ Robert
W. Baker
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Robert W. Baker
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Executive
Vice President and General Counsel
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Dated: December
10, 2008
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Exhibit
Number
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Description
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1.A
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Underwriting
Agreement, dated as of December 9, 2008 by and among El Paso
Corporation and Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities, Inc.,
as representatives of the several underwriters named in Schedule I
thereto.
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5.A
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Opinion of
Bracewell & Giuliani LLP.
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8.A
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Opinion of
Bracewell & Giuliani LLP re tax matters (Included in Prospectus
Supplement filed on December 9, 2008 pursuant to Rule 424(b) under the
heading "Material U.S. Federal Income Tax
Consequences").
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23.A
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Consent of
Bracewell & Giuliani LLP (Included in 5.A).
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99.A
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Press Release
dated December 9, 2008.
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