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: June 13, 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:
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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. Entry into a Material Definitive
Agreement.
On
June 13, 2007, El
Paso Corporation ("the Company") entered into an underwriting agreement (the
"Underwriting Agreement") with Deutsche Bank Securities Inc., Citigroup Global
Markets Inc., Morgan Stanley & Co. Incorporated and Greenwich Capital
Markets 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 $375 million of 6.875% Senior Notes due
2014
and $900 million of 7.000% Senior Notes due 2017. 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 June 18, 2007, 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 $1.256
billion. El Paso plans to use the net proceeds of the Offering to
fund the purchase by El Paso's subsidiary, El Paso Exploration & Production
Company ("EPEP"), of any and all of EPEP's $1.2 billion outstanding principal
amount of its 7¾% Senior Notes due 2013 tendered in the previously announced
tender offer for those notes and for general corporate purposes. We expect
to incur
an estimated pre-tax charge of approximately $90 million if all of the EPEP
notes are repurchased.
Neither
this
Current Report on Form 8-K, nor the press releases included as exhibits 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
June 13 and 14, 2007, we issued press releases announcing the Offering
and the
pricing of the Offering. A copy of each such press release is
included as an exhibit 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.
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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 June 13, 2007 by and among El Paso Corporation
and
Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,
Morgan
Stanley & Co. Incorporated and Greenwich Capital Markets 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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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 June 13, 2007.
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99.B
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Press
Release
dated June 14, 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, Chief Financial
Officer
and
Controller
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(Principal
Accounting and Financial Officer)
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Dated: June
15, 2007
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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 June 13, 2007 by and among El Paso
Corporation and
Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,
Morgan
Stanley & Co. Incorporated and Greenwich Capital Markets 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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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 June 13, 2007.
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99.B
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Press
Release
dated June 14, 2007.
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