Fitch Rates El Paso Pipeline Partners Operating Co., L.L.C.'s $475MM Offering 'BBB-'; Outlook Stable

  Fitch Rates El Paso Pipeline Partners Operating Co., L.L.C.'s $475MM
  Offering 'BBB-'; Outlook Stable

Business Wire

NEW YORK -- November 01, 2012

Fitch Ratings has assigned a 'BBB-' rating to El Paso Pipeline Partners
Operating Company LLC (EPBO) proposed offering of $475 million in senior notes
due 2042. The Rating Outlook is Stable. The notes will rank pari passu with
all of EPBO's existing and future unsecured senior indebtedness and will be
fully and unconditionally guaranteed on a senior unsecured basis by El Paso
Pipeline Partners, L.P. (NYSE: EPB). Proceeds from the notes will go repay
borrowings under its revolving credit facility and general partnership
purposes.

EPBO is a wholly owned subsidiary of EPB, a Delaware master limited
partnership formed in 2007 by El Paso Corp. (EP; Fitch IDR 'BB+', Stable
Outlook) to own and operate interstate natural gas transportation, storage and
terminaling facilities. EPBO owns and operates various natural gas pipeline
systems and terminaling facilities, including Wyoming Interstate Company,
L.L.C. (WIC), Colorado Interstate Gas Company, L.L.C.(CIG; IDR 'BBB', Stable
Outlook), Southern Natural Gas Company, L.L.C. (SNG; IDR 'BBB', Stable
Outlook), Elba Express Company L.L.C. (Elba Express), Southern LNG Company,
L.L.C. (SLNG) and Cheyenne Plains Gas Pipeline Company, L.L.C. (Cheyenne).

The ratings recognize the expected stability of EPBO's earnings and cash flows
which are supported by its lower business risk asset base consistent with
predominantly FERC regulated pipeline assets. EPBO's subsidiaries exhibit
consistent cash flow, low business risk and strong credit profiles. EPBO's
assets all have favorable market positions and connectivity in key
supply/demand areas. Approximately 93% of EPBO's 2011 revenues were collected
in the form of demand or reservation charges. The weighted average remaining
contract term for EPB's active contracts was approximately eight years as of
Dec. 31, 2011.

EPBO reported debt/EBITDA for the LTM ended Sept. 30, 2012 of 4.2x, Fitch
expects debt/EBITDA to remain between 4.0x to 4.25x for the balance of 2012
and between 3.8x and 4.3x for 2013. EPBO's liquidity is adequate with
availability under its $1.0B revolver of $522 million as of Sept. 30, 2012.
Proceeds from this issuance are expected to be used to pay down outstanding
revolver borrowings. Maturities are manageable with $88 million in expected
maturities at EPBO in 2013.

Key Credit Considerations

Scale and Diversity of Assets: Taken as a whole, the scale and regional
diversity the EPBO's pipeline systems and operating assets which have access
to the principal U.S. supply basins and deliver into major consumer markets
limits EPBO's exposure to shifting natural gas supply/demand dynamics.
Additional delivery flexibility is provided from interconnected storage
capacity and access to the Elba Island, Georgia LNG receiving terminal. Each
of the pipelines and storage facilities operates under FERC regulation, which
historically has been light-handed though does not provide meaningful credit
'ring-fencing' to protect the pipelines from affiliated company risk.

Stable Consistent Earnings and Cash Flow: Over 90% of EPBO consolidated
revenues are generated through non-volume sensitive capacity reservation
charges under long term contracts, limiting earnings and cash flow volatility.

Structural Subordination: Debt at EPBO is structurally subordinate to debt at
its operating subsidiaries.

Parent Company Affiliation: EPBO's ratings have historically been constrained
to a one notch separation from its ultimate parent company EP. This was due to
the legal, financial and operating ties that EPBO and EPB had with EP, its
general partner. As GP EP had significant control over EPB's operations and
finances. With the acquisition of EP by Kinder Morgan Inc. (KMI; 'BB+', Stable
Outlook), EPB and EPBO is now be ultimately controlled by KMI Fitch continues
to believe that the one notch separation is appropriate.

Rating Triggers:

Positive: Future developments that may, individually or collectively, lead to
positive rating action include:

--A change in rating or outlook at EP and or KMI.

Negative: Future developments that may, individually or collectively, lead to
a negative rating action include:

--Increased leverage;

--An acquisition or transaction that significantly increases leverage or
operating risk;

--A significant increase in partnership distributions that results in a
deterioration in distribution coverage, which Fitch expects to be over 1.0x
or;

--A change in rating or outlook at EP/KMI.

Fitch rates EPBO as follows:

--IDR at 'BBB-';

--Senior unsecured debt at 'BBB-'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' Aug. 8, 2012;

--'Parent and Subsidiary Rating Linkage' Aug. 8, 2012;

--'Marcellus Shale Report: Midstream and Pipeline Sector Challenges and
Opportunities' June 10, 2012;

--'Top Ten Questions Asked by Pipeline, Midstream, and MLP Investors' May 1,
2012;

--'Master Limited Partnerships 101' Nov. 1, 2011;

--'Natural Gas Pipelines: Hot Topics' Oct. 13, 2011.

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Parent and Subsidiary Rating Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685552

Marcellus Shale Report: Midstream and Pipeline Sector --
Challenges/Opportunities

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682755

Top Ten Questions Asked by Pipeline, Midstream and MLP Investors

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=679549

Master Limited Partnerships 101

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=654538

Natural Gas Pipelines: Hot Topics -- Long-Term Trends Affecting Pipeline Risk

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=652851

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Contact:

Fitch Ratings
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Director
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