After the close Friday, while no one was there to see it, we had a fairly interesting spin-off announcement.  El Paso Corp. (NYSE:EP) filed with the SEC to make its El Paso Pipeline Partners, L.P. a seperate public company.  This is another one of the famed MLP spin-offs that have been so popular over the last few years with oil companies and investors.

MLP operators and recent spin-offs have seen a bit of a breather and selling in the recent weeks, but there are still many such entities out there that can be and will likely be unlocked in the near future.  You can track the overall performance of the group by looking at a key ETF that has been public a very short time: BEAR STEARNS ALERIAN ETF (NYSE:BSR), which is down about 10% from its post-launch highs. The company has filed up to $603,750,000 for registration purposes of 25 million units and the underlying El Paso Corp. has a current market cap of $11.1 Billion.  So this does offer some value to be unlocked, but on the surface it may only be 5%.  This will have the proposed ticker of "EPB" on the NYSE.

Here are the underwiters on the filing: Lehman Brothers, Citi, Goldman Sachs & Co., UBS Investment Bank, and Tudor Pickering.  We will follow up with what percentages go where in this company versus the underlying MLP and ownership percentages in a future story ahead of the actual IPO.  YOU CAN SEE A SPECIAL "ABOUT US COPY" FROM THE PROSPECTUS ON PAGE TWO HERE BELOW IF YOU WISH.

Jon C. Ogg
September 1, 2007

Jon Ogg can be reached at [email protected]; he produces 24/7 Wall St. LLC’s Special Situation Investing Newsletter and he does not own securities in the companies he covers.

We are a growth-oriented Delaware limited partnership formed by El Paso Corporation to own and operate natural gas transportation pipelines, storage and other midstream assets. Our initial assets consist of Wyoming Interstate Company, Ltd., or WIC, a wholly-owned interstate pipeline transportation business primarily located in Wyoming and Colorado and 10% general partner interests in two interstate pipeline transportation businesses: Colorado Interstate Gas Company, or CIG, which is located in the U.S. Rocky Mountains, and Southern Natural Gas Company, or SNG, which is located in the southeastern United States. Combined, these three interstate pipeline businesses consist of approximately 12,300 miles of pipeline and associated storage facilities with aggregate underground working natural gas storage capacity of 89 Bcf. References to “we” and “our” refer to the operations of 100% of WIC, as well as our 10% general partner interests in CIG and SNG. El Paso operates and owns the remaining 90% general partner interests.

We intend to utilize the significant experience of El Paso’s management team to execute our growth strategy, including the construction, development and acquisition of additional energy infrastructure assets. El Paso is the largest operator of interstate natural gas pipelines in North America. As of June 30, 2007, El Paso owned or had interests in approximately 43,000 miles of interstate pipeline and 233 Bcf of working natural gas storage capacity that connect many of the major domestic natural gas producing basins to the major domestic consuming markets.

Our Assets

WIC.  We own 100% of WIC. WIC consists of approximately 700 miles of pipeline with a design capacity of approximately 2.3 Bcf/d. WIC is comprised of a mainline system that extends from western Wyoming to northeast Colorado (the Cheyenne Hub) and several lateral pipeline systems that extend from various interconnections along the WIC mainline into western Colorado and northeast Wyoming and, upon completion of the WIC Kanda lateral, into eastern Utah. WIC is one of the primary interstate natural gas transportation systems providing takeaway capacity from the mature Overthrust Basin and from the growing natural gas production in the Piceance, Uinta, Powder River and Green River Basins to the Cheyenne Hub. The WIC system is able to deliver this natural gas to other downstream market areas through interconnections with other pipeline systems. CIG has been and, after the closing of this offering, will continue to be, the operator of the WIC system pursuant to a service agreement with WIC.

In order to capture growing natural gas supplies in the region, we have two major expansion projects in progress on the WIC system with an estimated total cost of approximately $185 million, of which approximately $51 million has been spent as of June 30, 2007. The projects consist of the new Kanda lateral, which will link the Uinta Basin with the WIC mainline, and the Medicine Bow compression expansion. Both projects will allow full recovery of the cost of service of these projects (including a return on WIC’s investment). In order to serve increasing demand, WIC is evaluating additional expansions to its system.

CIG.  We own a 10% general partner interest in and El Paso operates and owns the remaining 90% general partner interest in CIG. CIG consists of approximately 4,000 miles of pipeline with a design capacity of approximately 3.0 Bcf/d. CIG is comprised of several pipelines that deliver natural gas from production areas in the U.S. Rocky Mountains and the Anadarko Basin directly to utilities serving residential and commercial users along the Front Range market of Colorado, which includes Denver, and Wyoming and indirectly to users through multiple interconnections with other pipeline systems transporting natural gas to the midwest, southwest, California and Pacific northwest. CIG also includes approximately 29 Bcf of underground working natural gas storage capacity provided by four storage facilities located in Colorado and Kansas and two natural gas processing plants located in Wyoming and Utah. CIG owns a 50% ownership interest in WYCO Development LLC (WYCO) and operates certain of WYCO’s assets.

In order to meet growing Front Range demand, WYCO, a joint venture with an affiliate of Xcel Energy, has two major expansion projects underway at an estimated total cost of approximately $316 million ($158 million net to CIG), of which approximately $9 million has been spent as of June 30, 2007. Long term transportation contracts with shippers on both projects will allow full recovery of the cost of service of these projects (including a return on CIG’s investment). In addition, CIG has an additional expansion project underway at an estimated cost of $13 million. In order to serve increasing demand, CIG is currently evaluating additional expansions to its system.

SNG.  We own a 10% general partner interest in and El Paso operates and owns the remaining 90% general partner interest in SNG. SNG consists of approximately 7,600 miles of pipeline with a design capacity of approximately 3.7 Bcf/d. SNG is comprised of pipelines extending from natural gas supply basins in Texas, Louisiana, Mississippi, Alabama and the Gulf of Mexico to market areas in Louisiana, Mississippi, Alabama, Florida, Georgia, South Carolina and Tennessee, including the metropolitan areas of Atlanta and Birmingham. SNG is the principal natural gas transporter to southeastern markets in Alabama, Georgia and South Carolina, which are part of one of the fastest growing natural gas demand regions in the United States. SNG owns and operates the Muldon storage facility in Monroe County, Mississippi, which has approximately 31 Bcf of underground working natural gas storage capacity. SNG also owns a 50% interest in the Bear Creek storage facility (Bear Creek) and operates the facility in Bienville Parish, Louisiana, which has approximately 29 Bcf of underground working natural gas storage capacity committed to SNG. El Paso owns the remaining 50% interest in Bear Creek. The SNG system is also connected to El Paso’s Elba Island LNG terminal near Savannah, Georgia, which supplied approximately 17% of the natural gas transported on the SNG system for the year ended December 31, 2006. This terminal has a peak send-out capacity of approximately 1.2 Bcf/d. In May 2007, SNG placed in-service the Cypress Phase I expansion project consisting of 177 miles of pipeline connecting the Elba Island LNG terminal with markets in Georgia and Florida at a cost of approximately $255 million.

In order to serve increasing demand, SNG has four major expansion projects planned with a capital budget totaling approximately $578 million, of which approximately $17 million had been spent as of June 30, 2007. 

Following this offering, El Paso will own our 2% general partner interest, all of our incentive distribution rights, a 65.8% limited partner interest in us and the remaining 90% general partner interest in each of CIG and SNG. We will enter into an omnibus agreement with El Paso and our general partner that will govern our relationship with them regarding the provisions of specified services to us, as well as certain reimbursement and indemnification matters. 

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