Copano Announces Commencement Of Consent Solicitation
HOUSTON, March 28, 2013
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 January29, 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 March27,
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
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
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
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.
Contacts: Carl A. Luna, SVP and CFO
Copano Energy, L.L.C.
Dennard-Lascar Associates / 713-529-6600
SOURCE Copano Energy, L.L.C.
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