Copano Announces Commencement Of Consent Solicitation
HOUSTON, March 28, 2013 /PRNewswire/ -- Copano Energy, L.L.C. (NASDAQ: CPNO) announced the commencement of a consent solicitation relating to its 7.125% Senior Notes due 2021 (the "Notes"). As of March 27, 2013 there was $510,000,000 of aggregate principal amount of Notes outstanding.
As previously announced, on January 29, 2013, Copano and Kinder Morgan Energy Partners, L.P. ("Kinder Morgan") entered into a definitive merger agreement, pursuant to which Copano will become a direct, wholly owned subsidiary of Kinder Morgan. Completion of the merger is subject to a number of conditions, including approval by Copano's unitholders.
The consent solicitation will expire at 5:00 p.m., New York City time, on Monday, April 8, 2013, unless extended (the "Expiration Date"). It is conditioned on the receipt of consents from holders of record as of March 27, 2013 (the "Record Date") of at least a majority in aggregate principal amount of the Notes.
Subject to the terms and conditions of the consent solicitation, if the merger with Kinder Morgan is consummated, it is expected that Kinder Morgan will unconditionally guarantee the Notes. Copano also will make a cash payment of $0.30 per $1,000 principal amount of Notes for which the holder of record has validly delivered (and not revoked) a consent prior to the Expiration Date. Copano will not be obligated to make any payments if the requisite consents are not obtained prior to the Expiration Date or if the other conditions to the consent solicitation are not satisfied or waived.
If Kinder Morgan guarantees the Notes, the proposed amendments will allow the consolidated annual audited financial statements of Kinder Morgan and its subsidiaries, and the periodic and other reports filed by Kinder Morgan with the Securities and Exchange Commission, to satisfy the requirement of Copano to file with the SEC and to deliver to the trustee under the indenture periodic and other reports and consolidated annual audited financial statements.
The consent solicitation may be amended, extended or terminated, at the option of Copano. For a complete statement of the terms and conditions of the consent solicitation, holders of the Notes should refer to the consent solicitation statement, dated as of March 28, 2013, which is being sent to all holders of the Notes as of the Record Date.
The Solicitation Agent in connection with the consent solicitation is BofA Merrill Lynch. Questions regarding the consent solicitation may be directed to BofA Merrill Lynch, Attention: Liability Management Group at (888) 292-0070 (toll free) or (980) 387-3907 (collect). D. F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the consent solicitation. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (888) 887-0082 (toll free) or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation is being made solely by the consent solicitation statement and is subject to the terms and conditions stated therein. Copano reserves the right to modify the consent solicitation statement or to terminate the consent solicitation.
About Copano Energy, L.L.C.
Copano Energy, L.L.C. is a midstream natural gas company with operations in Texas, Oklahoma and Wyoming. For more information, please visit http://www.copano.com.
This news release includes "forward-looking statements," as defined by the Securities and Exchange Commission. Statements that address activities or events that Copano believes will or may occur in the future are forward-looking statements. These statements include, but are not limited to, statements about future producer activity and Copano's total distributable cash flow and distribution coverage. These statements are based on management's experience and perception of historical trends, current conditions, expected future developments and other factors management believes are reasonable. Important factors that could cause actual results to differ materially from those in forward-looking statements include the following risks and uncertainties, many of which are beyond Copano's control: the volatility of prices and market demand for natural gas, crude oil, condensate and NGLs, and for products derived from these commodities; Copano's ability to continue to connect new sources of natural gas, crude oil and condensate, and the NGL content of new gas supplies; the ability of key producers to continue to drill and successfully complete and connect new natural gas and condensate volumes and such producers' performance under their contracts with Copano; Copano's ability to attract and retain key customers and contract with new customers, and such customers' performance under their contracts with Copano; Copano's ability to access or construct new pipeline capacity, gas processing and NGL fractionation and transportation capacity; the availability of local, intrastate and interstate transportation systems, trucks and other facilities and services for condensate, natural gas and NGLs; Copano's ability (and the ability of its third-party service providers) to meet in-service dates, cost expectations and operating performance standards for construction projects; Copano's ability to successfully integrate any acquired asset or operations; Copano's ability to access its revolving credit facility and to obtain additional financing on acceptable terms; the effectiveness of Copano's hedging program; general economic conditions; force majeure events such as the loss of a market or facility downtime; the effects of government regulations and policies; Copano's ability to complete the proposed merger with Kinder Morgan; and other financial, operational and legal risks and uncertainties detailed from time to time in Copano's quarterly and annual reports filed with the Securities and Exchange Commission. Copano does not undertake to update any forward-looking statement except as provided by law.
SOURCE Copano Energy, L.L.C.