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: May 22, 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 May 22, 2008, El Paso Corporation
("the Company") entered into an underwriting agreement (the "Underwriting
Agreement") with Deutsche Bank Securities 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 $600 million of 7.25%
Senior Notes due 2018. 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 May 30, 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 $595 million. El Paso plans to
use the net proceeds of the Offering for general corporate purposes, including
the repayment of debt maturing during the remainder of 2008. Pending
the use of the proceeds for other purposes, we intend to apply the net proceeds
to reduce outstanding borrowings under our revolving credit facility and under
the revolving credit facility of our subsidiary, El Paso Exploration &
Production Company.
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.
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Item
8.01.
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Other
Events.
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On
May 21, 2008 and May 22, 2008, 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).
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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 May 22, 2008 by and among El Paso Corporation and
Deutsche Bank Securities 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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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 May 21, 2008.
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99.B
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Press Release
dated May 22, 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/
John R. Sult
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John
R. Sult
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Senior
Vice President and Controller
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(Principal
Accounting Officer)
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Dated:
May 23, 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 May 22, 2008 by and among El Paso Corporation and
Deutsche Bank Securities 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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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 May 21, 2008.
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99.B
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Press Release
dated May 22, 2008.
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