El Paso Pipeline Partners Acquires Majority Interests in Elba Island LNG Terminal and Elba Express Pipeline

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Mar 25, 2010

El Paso Pipeline Partners, L.P. (NYSE: EPB) today announced that it has agreed to acquire a 51-percent interest in both Southern LNG Company, L.L.C. and El Paso Elba Express Company, L.L.C. from El Paso Corporation for $810 million. Southern LNG owns the Elba Island liquefied natural gas (LNG) terminal near Savannah, Georgia. El Paso Elba Express Company owns the Elba Express Pipeline which went into service on March 1, 2010. El Paso will continue to own the remaining interests of each company.

"We are delighted to announce the partnership's largest acquisition to date," said Jim Yardley, president and chief executive of El Paso Pipeline Partners. "The addition of the Elba Island LNG terminal and the Elba Express Pipeline broadens the partnership's asset base with two high-quality assets. Almost all of the total revenues from Elba and Elba Express come from monthly demand charges, making them a perfect fit with our partnership's existing steady cash flow profile. In addition, these cash flows are supported by long-term contracts with two of the LNG industry's leading participants."

The Elba Island LNG receiving terminal has 1.8 billion cubic feet (Bcf) per day of send-out capacity and 7.3 Bcf of storage capacity, which is expected to increase to 11.5 Bcf following the commissioning of a new storage tank this summer. The terminal is fully-contracted under agreements with subsidiaries of Shell Oil Company (Shell) and BG Energy Holdings Limited (BG) with an average life of more than 20 years. BG has an option to further expand the terminal to 15.7 Bcf of storage and 2.1 Bcf per day of peak send-out capacity.

Elba Express Company owns an approximately 190-mile interstate natural gas pipeline with current capacity of 945 million cubic feet (MMcf) per day that is fully subscribed with a subsidiary of Shell for 30 years. The pipeline provides natural gas transportation capacity from Elba Island to markets in Georgia, and through interconnections with other pipelines, to the Southeastern and Eastern United States. A subsidiary of BG has fully contracted, under a 25-year contract, for a $30 million compression expansion of the pipeline that will increase the capacity up to 1,165 MMcf per day and could be in-service as early as January 2014.

The transaction is expected to close by the end of March 2010 and is being funded with $236 million of cash proceeds from the partnership's recent equity issuance, $149 million of equity from the issuance of 5,346,251 million common units to El Paso Corporation, a $3 million general partner capital contribution and new debt.

Management intends to recommend to the Board of Directors of the general partner a $0.02 per unit, or 6 percent increase in the quarterly cash distribution to $0.38 per unit, or $1.52 per unit on an annualized basis, beginning with the distribution to be declared and paid in the second quarter 2010.

The terms of the transaction were unanimously approved by the Board of Directors of the general partner, El Paso Pipeline GP Company, L.L.C., based in part on the unanimous approval and recommendation of the Board's conflicts committee, which is comprised entirely of independent directors. The conflicts committee engaged Tudor, Pickering, Holt & Co. to act as its independent financial advisor and to render a fairness opinion.

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