NGPL PipeCo LLC Announces Tender Offer for any and all of its $1.25 Billion Aggregate Principal Amount of 6.514% Senior Notes due 2012 and Related Solicitation of Consents

HOUSTON, April 16, 2012 /PRNewswire/ -- NGPL PipeCo LLC (the "Company") announced today that it has commenced a cash tender offer (the "Offer") to purchase any and all of its outstanding 6.514% Senior Notes due 2012 (CUSIP Nos. 62912XAA2 and U6536EAA4) (the "Notes") and a solicitation of consents to proposed amendments to the provisions of the indenture governing the Notes (the "Proposed Amendments").

The Offer is being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 16, 2012 (the "Offer to Purchase") and the related Consent and Letter of Transmittal.  The Offer will expire at 11:59 p.m., New York City time, on May 11, 2012, unless extended by the Company in its sole discretion (the "Expiration Time").  Holders who validly tender their Notes and provide their consents to the Proposed Amendments before 5:00 p.m., New York City time, on April 27, 2012, unless extended by the Company in its sole discretion (the "Consent Expiration"), will be eligible to receive the Total Consideration (as defined below).

As described in more detail in the Offer to Purchase, the total consideration for Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,000 per $1,000 principal amount of Notes tendered  (the "Total Consideration"), which includes a consent payment of $20 per $1,000 principal amount of Notes (the "Consent Payment").  Holders tendering after the Consent Expiration and before the Expiration Time will not receive the Consent Payment and will be eligible to receive only $980 per $1,000 principal amount of Notes tendered (the "Tender Offer Consideration").  All holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date on their Notes (which was December 15, 2011) up to, but not including, the settlement date, which is expected to occur promptly following the Expiration Time (the "Settlement Date"). 

In conjunction with the Tender Offer, the Company is soliciting from holders of the Notes consents to the Proposed Amendments, which would (i) eliminate almost all of the covenants and certain default provisions applicable to the Notes, (ii) eliminate the ability for the Company to redeem the Notes until six months after the Settlement Date and (iii) shorten the minimum redemption notice period from 30 days to three days should the Company elect to redeem any outstanding Notes in accordance with the terms of the indenture.  Adoption of the Proposed Amendments requires the consent of the holders of a majority of the outstanding principal amount of the Notes (the "Requisite Consents").  Each holder tendering Notes will also be deemed to have consented to the Proposed Amendments.  Holders may not deliver consents without also tendering their Notes.  If the Company receives the Requisite Consents, it will execute a supplemental indenture that will become effective upon execution by the parties thereto, but will provide that the Proposed Amendments will not become operative until the Company purchases in the Offer more than a majority in principal amount of the outstanding Notes.  Notes tendered and consents delivered prior to 5:00 p.m., New York City time, on April 27, 2012, unless extended (the "Withdrawal Time") may be validly withdrawn and revoked at any time prior to the Withdrawal Time, but generally not afterwards unless required by law.  Any extension or termination of the Offer will be followed as promptly as practicable by a public announcement thereof.

The Offer is subject to the satisfaction of certain conditions including: (1) consummation of a new secured credit facility and other secured financings on terms satisfactory to the Company that result in the receipt of net proceeds that, when taken together with cash on hand and any new equity contributions to the Company, are sufficient to redeem all $1.25 billion of outstanding Notes, plus all related fees and expenses and accrued interest, (2)  holders of at least 90% of the aggregate outstanding principal amount of the Notes having tendered, and not validly withdrawn, their Notes, (3) execution of a supplemental indenture effecting the amendments and (4) certain other customary conditions.

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained from D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offer, at 800-488-8075 (U.S. toll free) or, for banks and brokers, 212-269-5550.

The Company has engaged RBC Capital Markets, LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC to act as the Dealer Managers and Solicitation Agents in connection with the Offer.  Questions regarding the terms of the Offer and related solicitation of consents may be directed to:

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of consents. The offer to purchase the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that the Company is distributing to holders of the Notes.  The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer or solicitation under applicable securities or "blue sky" laws. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by RBC Capital Markets, LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC on behalf of the Company. None of the Company, the Dealer Managers and Solicitation Agents or the Depositary and Information Agent makes any recommendation in connection with the tender offer or the consent solicitation.

About the Company

The Company is engaged in interstate natural gas transportation and storage through its wholly-owned subsidiary, Natural Gas Pipeline Company of America LLC ("NGPL").  The Company conducts no operations and has no material assets other than 100% of the equity interest in NGPL and its other subsidiaries.

NGPL is one of the largest U.S. natural gas pipeline and storage systems with approximately 9,200 miles of gas transmission pipelines and as well as storage fields, field system lines and related facilities.  NGPL links the Texas and Oklahoma gas producing regions, onshore and offshore Louisiana supply regions, and supply received from the Rocky Mountains with gas-consuming regions in the Midwest, particularly Chicago and northern Indiana.

Some of the statements in this release may constitute forward-looking statements.  Forward-looking statements are based on our expectations and beliefs concerning future events affecting us, and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.  Because of these uncertainties, you should not put undue reliance on any forward-looking statements.  We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

SOURCE NGPL PipeCo LLC