sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
El Paso Pipeline Partners, L.P.
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
2837021086
Robert W. Baker
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 21, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
TABLE OF CONTENTS
SCHEDULE 13D
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CUSIP No. |
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2837021086 |
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Page |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
El Paso Corporation |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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28,437,786 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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28,437,786 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON* |
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28,437,786 common units |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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approximately 49.7% |
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TYPE OF REPORTING PERSON |
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HC; CO |
* El Paso Corporation may also be deemed to beneficially own 27,727,411 subordinated units representing limited partner interests in El Paso Pipeline Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., which is incorporated herein by reference.
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CUSIP No. |
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2837021086 |
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Page |
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3 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
El Paso Pipeline Holding Company, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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28,437,786 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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28,437,786 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON* |
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28,437,786 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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approximately 49.7% |
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14 |
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TYPE OF REPORTING PERSON |
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HC; OO - limited liability company |
* El Paso Pipeline Holding Company, L.L.C. may also be deemed to beneficially own 27,727,411 subordinated units representing limited partner interests in El Paso Pipeline Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., which is incorporated herein by reference.
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CUSIP No. |
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2837021086 |
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Page |
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4 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
El Paso Pipeline GP Company, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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HC; OO - limited liability company |
* El Paso Pipeline GP Company, L.L.C., the sole general partner of El Paso Pipeline Partners, L.P., owns 1,732,963 general partner units and incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in El Paso Pipeline Partners, L.P.
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CUSIP No. |
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2837021086 |
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Page |
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5 |
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of |
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11 |
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1 |
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
El Paso Pipeline LP Holdings, L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO (please see Item 3) |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER* |
BENEFICIALLY |
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OWNED BY |
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28,437,786 common units |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER* |
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28,437,786 common units |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON* |
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|
28,437,786 common units |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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approximately 49.7% |
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14 |
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TYPE OF REPORTING PERSON |
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HC; OO - limited liability company |
* El Paso Pipeline LP Holdings, L.L.C. also owns 27,727,411 subordinated units representing limited partner interests in El Paso Pipeline Partners, L.P., which may be converted into common units on a one-for-one basis upon the termination of the subordination period under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., which is incorporated herein by reference.
Page 6 of 11
Item 1. Security and Issuer
This statement on Schedule 13D (Schedule 13D) relates to common units representing
limited partner interests of El Paso Pipeline Partners, L.P., a Delaware limited partnership (the
Issuer), whose principal executive offices are located at the El Paso Building, 1001
Louisiana Street, Houston, Texas 77002.
Item 2. Identity and Background
(a) This Schedule 13D is filed by (i) El Paso Corporation, a Delaware corporation (El
Paso), (ii) El Paso Pipeline Holding Company, L.L.C., a Delaware limited liability company
(Holdco) (iii) El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company
(the General Partner) and (iv) El Paso Pipeline LP Holdings, L.L.C., a Delaware limited
liability company (Holdings and, together with El Paso, Holdco and the General Partner,
collectively, the Reporting Persons).
El Paso owns directly or indirectly 100% of each of Holdco, El Paso Pipeline Corporation, a
Delaware corporation, the General Partner and Holdings. El Paso Pipeline Corporation owns 1% of
the outstanding member interests in Holdco. Holdco is the sole member of each of the General
Partner and Holdings. Holdings is a limited partner of the Issuer
with a 49.7% limited partner
interest. The General Partner is the sole general partner of the Issuer. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b) The business address of each of the Reporting Persons is El Paso Building, 1001 Louisiana
Street, Houston, Texas 77002.
(c) The principal business of El Paso is in the regulated natural gas transmission and
exploration and production sectors of the energy industry. The principal business of Holdco is to
hold member interests in each of the General Partner and Holdings. The principal business of
Holdings is to hold common and subordinated units in the Issuer. The principal business of the
General Partner is to hold the general partner units and incentive distribution rights in the
Issuer and to manage the business and affairs of the Issuer.
(d) (e) During the past five years, none of the Reporting Persons has (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of which was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Not applicable.
In accordance with the provisions of General Instruction C to Schedule 13D, information
concerning the general partners, executive officers, board of directors and each person controlling
the Reporting Persons, as applicable (collectively, the Listed Persons), required by Item
2 of Schedule 13D is provided on Schedule 1 and is incorporated by reference herein. To the
Reporting Persons knowledge, none of the persons listed on Schedule 1 as a director or executive
officer of El Paso, Holdco, the General Partner and Holdings has been, during the last five years,
(i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Issuer was formed on August 1, 2007 as a Delaware limited partnership to indirectly own
and operate natural gas transportation pipelines, storage and other midstream assets. Upon the
formation of the Issuer, Holdings and the General Partner contributed $980 and $20,
respectively, to the Issuer.
At the closing of the Issuers initial public offering (the Offering) of 28,750,000
common units
Page 7 of 11
representing limited partner interests in the Issuer, the following transactions, among
others, occurred pursuant to a Contribution, Conveyance and Assumption Agreement dated November 21,
2007, among the Issuer, the General Partner, Holdings, El Paso Pipeline Partners Operating Company,
L.L.C., WIC Holdings Company, L.L.C. (WIC Holdings), El Paso Wyoming Gas Supply Company, L.L.C.,
EPPP SNG GP Holdings, L.L.C., EPPP CIG GP Holdings, L.L.C. and El Paso:
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El Paso or its subsidiaries contributed 100% of the interests in Wyoming Interstate
Company, Ltd. (WIC) and 10% of the interest in each of Colorado Interstate Gas
Company (CIG) and Southern Natural Gas Company (SNG) to the Issuer or its
subsidiaries; |
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the Issuer issued 32,187,786 common units and 27,727,411 subordinated units, representing
an aggregate 69.1% limited partner interest in the Issuer, to Holdings in exchange for the
contributed interests. The Issuer repurchased 3,750,000 common units from Holdings as
described in the fourth bullet below. Following the repurchase of such units, Holdings owned
28,437,786 common units and 27,727,411 subordinated units, representing an aggregate 66.1%
limited partner interest in the Issuer; |
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the Issuer issued to the General Partner, a 2% general partner interest in the Issuer and
all of the Issuers incentive distribution rights, which entitle the General Partner to
increasing percentages of the cash the Issuer distributes in excess of $0.33063 per unit per
quarter; and |
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the Issuers repurchase of 3,750,000 common units issued to Holdings in exchange for the
net proceeds before expenses received by the Issuer from the issuance of 3,750,000 common
units pursuant to the underwriters option to purchase additional units (the
Option). |
Except as otherwise indicated, the common unit numbers reflected throughout this Schedule 13D
reflect the number of Common Units owned by the Reporting Persons after the underwriters exercise
of the Option and the related repurchase by the Issuer of 3,750,000 common units issued to Holdings
and then issuance to the underwriters noted in the prior paragraph.
Upon the termination of the subordination period as set forth in the Issuers First Amended
and Restated Agreement of Limited Partnership (the Partnership Agreement), the
subordinated units are convertible into common units on a one-for-one basis.
Item 4. Purpose of Transaction
The Reporting Persons acquired the common units reported herein solely for investment
purposes. The Reporting Persons may make additional purchases of common units either in the open
market or in private transactions depending on the Reporting Persons business, prospects and
financial condition, the market for the common units, general economic conditions, stock market
conditions and other future developments.
The following describes plans or proposals that the Reporting Persons may have with respect to
the matters set forth in Item 4(a)-(j) of Schedule 13D:
(a) The subordinated units owned of record by Holdings are convertible into common
units on a one-for-one basis upon the termination of the subordination period as set forth in the
Partnership Agreement. The Issuer may grant unit options, restricted units, phantom units, unit
appreciation rights, distribution equivalent rights, other unit-based awards and unit awards to
employees, consultants, officers and directors of the General Partner and its affiliates who
provide services to the Issuer, pursuant to the El Paso Pipeline GP Company, L.L.C. Long-Term
Incentive Plan (the Plan) adopted by the General Partner. The Issuer may acquire common
units to issue pursuant to the Plan on the open market, directly from the Issuer, from other
Reporting Persons, or otherwise.
(b) None.
(c) None.
Page 8 of 11
(d) The General Partner has sole responsibility for conducting the Issuers business
and for managing its operations and is ultimately controlled by El Paso. Some of El Pasos
executive officers and directors will also serve as executive officers or directors of the General
Partner. Neither the General Partner nor its board of directors will be elected by the Issuers
unitholders. Through its ownership in the General Partner, El Paso has the right to elect the
General Partners entire board of directors. The Reporting Persons, however, have no current
intention of changing the board of directors or management of the General Partner.
(e) Certain Reporting Persons, as direct and indirect owners of the General Partner
of the Issuer, may cause the Issuer to change its dividend policy or its capitalization, through
the issuance of debt or equity securities, from time to time in the future. The Reporting Persons,
however, have no current intention of changing the present capitalization or dividend policy of the
Issuer.
(f) None.
(g) None.
(h) None.
(i) None.
(j) Except as described in this Item 4, the Reporting Persons do not have, as of
the date of this Schedule 13D, any other plans or proposals that relate to or would result in any
of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The
Reporting Persons may change their plans or proposals in the future. In determining from time to
time whether to sell the common units reported as beneficially owned in this Schedule 13D (and in
what amounts) or to retain such securities, the Reporting Persons will take into consideration such
factors as they deem relevant, including the business and prospects of the Issuer, anticipated
future developments concerning the Issuer, existing and anticipated market conditions from time to
time, general economic conditions, regulatory matters, and other opportunities available to the
Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the
Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or
with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of
the Issuer or to change their intention with respect to any or all of the matters referred to in
this Item 4.
Item 5. Interest in Securities of the Issuer
(a) (1) El Paso, as the indirect 100% owner of Holdings, may, pursuant to Rule 13d-3, be
deemed to beneficially own the 28,437,786 common units held of record by Holdings, which based on
there being 57,187,786 common units outstanding as of November 21, 2007, represents approximately
49.7% of the outstanding common units. El Paso, as the indirect 100% owner of Holdings, may also,
pursuant to Rule 13d-3, be deemed to beneficially own the aggregate 27,727,411 subordinated units
held of record by Holdings, which represent all of the outstanding subordinated units as of
November 21, 2007. The subordinated units may be converted into common units on a one-for-one
basis upon the termination of the subordination period as set forth in the Partnership Agreement.
El Paso, as the indirect 100% owner of the General Partner, may, pursuant to Rule 13d-3, be deemed
to beneficially own the 1,732,963 general partner units and the incentive distribution rights
(which represent the right to receive increasing percentages of quarterly distributions in excess
of specified amounts) in the Issuer held by the General Partner.
(2) Holdco, as the 100% owner of Holdings, may, pursuant to Rule 13d-3, be deemed to
beneficially own the 28,437,786 common units held of record by Holdings, which based on there being
57,187,786 common units outstanding as of November 21, 2007, represents approximately 49.7% of the
outstanding common units. Holdco, as the 100% owner of Holdings, may also, pursuant to Rule 13d-3,
be deemed to beneficially own the aggregate 27,727,411 subordinated units held of record by
Holdings, which represent all of the outstanding subordinated units as of November 21, 2007. The
subordinated units may be converted into common units on a one-for-one basis upon the termination
of the subordination period as set forth in the Partnership Agreement. Holdco, as the 100% owner of
the General Partner, may, pursuant to Rule 13d-3, be deemed to beneficially own the 1,732,963
Page 9 of 11
general partner units and the incentive distribution rights (which represent the right to
receive increasing percentages of quarterly distributions in excess of specified amounts) in the
Issuer held by the General Partner.
(3) The General Partner, as the sole general partner of the Issuer, does not beneficially own
any common units of the Issuer. However, the General Partner does own 1,732,963 general partner
units and the incentive distribution rights (which represent the right to receive increasing
percentages of quarterly distributions in excess of specified amounts) in the Issuer.
(4) Holdings is the record and beneficial owner of 28,437,786 common units, which based on
there being 57,187,786 common units outstanding as of November 21, 2007, represents approximately
49.7% of the outstanding common units. Holdings also is the record owner of 27,727,411
subordinated units, which represent all of the outstanding subordinated units as of November 21,
2007. The subordinated units may be converted into common units on a one-for-one basis upon the
termination of the subordination period as set forth in the Partnership Agreement.
(5) See Schedule 1 for the aggregate number and percentage of common units beneficially owned
by the Listed Persons.
(b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated
herein by reference. See Schedule 1 for the information applicable to the Listed Persons.
(c) Except as described in Item 3 above, Schedule 1 or elsewhere in this Schedule 13D, none of
the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons has effected any
transactions in the common units during the past 60 days.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from
the sale of, the respective common units reported by such persons on the cover pages of this
Schedule 13D and in this Item 5. See Schedule 1 for the information applicable to the Listed
Persons. Except for the foregoing and the cash distribution described in Item 6 below, no other
person is known by the Reporting Persons to have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of, common units beneficially owned by
the Reporting Persons or, to the Reporting Persons knowledge, the Listed Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The information provided or incorporated by reference in Item 3 and Item 4 is hereby
incorporated by reference herein.
Issuers Partnership Agreement
The General Partner, as the sole general partner of the Issuer, and Holdings, as a limited
partner of the Issuer, are party to the Partnership Agreement.
Cash Distributions
The Issuers cash distribution policy will require it to pay cash distributions at an initial
distribution rate of $0.28750 per common unit per quarter ($1.15 per common unit on an annualized
basis) to the extent the Issuer has sufficient cash from operations after establishment of cash
reserves and payment of fees and expenses, including payments to its general partner and its
affiliates. The Issuer calls this quarterly distribution amount the minimum quarterly
distribution, and the Issuers ability to pay it is subject to various restrictions and other
factors. The Issuer will adjust the minimum quarterly distribution for the period from the closing
of the Offering through December 31, 2007, based on the actual length of that period.
Page 10 of 11
The Partnership Agreement requires the Issuer to distribute, at the end of each quarter, all
of its cash on hand, less reserves established by the General Partner. The Issuer refers to this
amount as available cash. The Partnership Agreement requires that the Issuer distribute all of
its available cash each quarter in the following manner:
first, 98% to the holders of common units, pro rata, and 2% to the General Partner, until
each outstanding common unit has received a minimum quarterly distribution for that quarter;
second, 98% to the holders of common units, pro rata, and 2% to the General Partner, until
each outstanding common unit has received an amount equal to any arrearages in payment of the
minimum quarterly distribution on the common units for any prior quarters during the subordination
period;
third, 98% to the holders of subordinated units, pro rata, and 2% to the General Partner,
until each subordinated unit has received a minimum quarterly distribution for that quarter; and
thereafter, in the manner described in the Partnership Agreement taking into account the
General Partners incentive distribution rights.
If cash distributions to the unitholders exceed $0.3450 per unit in any quarter, the General
Partner will receive, in addition to distributions on its 2% general partner interest, increasing
percentages, up to 48%, of the cash the Issuer distributes in excess of that amount. These
distributions are referred to as incentive distributions.
Conversion of Subordinated Units
The subordination period generally will end if the Issuer has earned and paid at least
$0.28750 per quarter on each outstanding limited partner unit and general partner unit for any
three consecutive, non-overlapping four-quarter periods ending on or after December 31, 2010. If
the Issuer has earned and paid at least $0.43125 per quarter (150% of the minimum quarterly
distribution) on each outstanding limited partner unit and general partner unit for each quarter in
any four-quarter period ending on or after December 31, 2008, the subordination period will
terminate automatically and all of the subordinated units will convert into an equal number of
common units. The subordination period will also terminate automatically if the General Partner is
removed other than for cause and the units held by the General Partner and its affiliates are not
voted in favor of removal.
When the subordination period ends, all remaining subordinated units will convert into common
units on a one-for-one basis, and the common units will no longer be entitled to arrearages.
Issuance of Additional Units
The Partnership Agreement authorizes the Issuer to issue an unlimited number of units for the
consideration and on terms and conditions determined by the General Partner without unitholder
approval.
Limited Voting Rights
The General Partner will control the Issuer and the unitholders will have only limited voting
rights. Unitholders will have no right to elect the General Partner or its directors. The General
Partner may not be removed, except by a vote of the holders of at least 66 2/3% of the Issuers
units, including units owned by the General Partner and its affiliates, other than general partner
units. Upon consummation of the Offering, the General Partner and its affiliates will own an
aggregate of approximately 66.1% of the common and subordinated units. This will give El Paso, as
the indirect owner of 100% of the interests in the General Partner, the ability to prevent the
General Partners involuntary removal.
Page 11 of 11
Limited Call Right
If at any time the General Partner and its affiliates own more than 75% of the outstanding
common units, the General Partner has the right, but not the obligation, to purchase all of the
remaining common units at a price not less than the then current market price of the common units.
Registration Rights
Pursuant to the Partnership Agreement, the Issuer has agreed to register for resale under the
Securities Act and applicable state securities laws any common units, subordinated units or other
partnership securities proposed to be sold by the General Partner or any of its affiliates or their
assignees if an exemption from the registration requirements is not otherwise available. These
registration rights continue for two years following any withdrawal or removal of El Paso Pipeline
GP Company, L.L.C. as general partner. The Issuer is obligated to pay all expenses incidental to
the registration, excluding underwriting discounts and fees.
The General Partners Limited Liability Company Agreement
Under the First Amended and Restated Limited Liability Company Agreement of the General
Partner (the General Partner LLC Agreement), Holdco has the right to elect the members of
the board of directors of the General Partner.
To the Reporting Persons knowledge, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer.
References to, and descriptions of, the Partnership Agreement as set forth in this Item 6 are
qualified in their entirety by reference to the Partnership Agreement filed as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33825) filed with the Commission on November 28,
2007 which is incorporated in its entirety in this Item 6. References to, and descriptions of, the
General Partner LLC Agreement as set forth in this Item 6 are qualified in their entirety by
reference to the General Partner LLC Agreement filed as Exhibit 3.2 to the Issuers current report
on Form 8-K (File No. 001-33825) filed with the Commission on November 28, 2007 which is
incorporated in its entirety in this Item 6.
Item 7. Material to Be Filed as Exhibits
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Exhibit A
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First Amended and Restated Agreement of Limited Partnership of
El Paso Pipeline Partners, L.P. (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33825) filed
with the Commission on November 28, 2007 and incorporated herein
in its entirety by reference). |
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Exhibit B
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Amended and Restated Limited Liability Company Agreement
of El Paso Pipeline GP Company, L.L.C. (attached as Exhibit 3.2
to the Issuers current report on Form 8-K (File No. 001-33825)
filed with the Commission on November 28, 2007 and incorporated
herein in its entirety by reference). |
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Exhibit C
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Contribution, Conveyance and Assumption Agreement, dated November 21, 2007, among El Paso Pipeline
Partners, L.P., El Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP Holdings, L.L.C., WIC
Holdings Company, L.L.C., El Paso Wyoming Gas Supply Company, L.L.C., EPPP SNG GP Holdings, L.L.C.,
EPPP CIG GP Holdings, L.L.C., El Paso Pipeline Holding Company, L.L.C., El Paso Pipeline Partners
Operating Company, L.L.C. and El Paso Corporation (attached as Exhibit 10.2 to the Issuers current
report on Form 8-K (File No. 001-33825) filed with the Commission on November 28, 2007 and
incorporated herein in its entirety by reference).
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Exhibit D
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Joint Filing Statement (filed herewith). |
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: December 3, 2007
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El Paso Corporation |
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By:
Name:
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/s/ Robert W. Baker
Robert W. Baker
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Title:
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Executive Vice President and General Counsel |
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El Paso Pipeline Holding Company, L.L.C. |
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By:
Name:
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/s/ Robert W. Baker
Robert W. Baker
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Title:
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Executive Vice President and General Counsel |
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El Paso Pipeline GP Company, L.L.C. |
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By:
Name:
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/s/ Robert W. Baker
Robert W. Baker
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Title:
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Executive Vice President and General Counsel |
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El Paso Pipeline LP Holdings, L.L.C. |
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By:
Name:
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/s/ Robert W. Baker
Robert W. Baker
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Title:
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Executive Vice President and General Counsel |
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Schedule 1
Executive Officers of El Paso Corporation
Douglas L. Foshee
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President, Chief Executive Officer and Director
Citizenship: USA
Amount Beneficially Owned: 25,000 common units (less than 1%)+
D. Mark Leland
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Executive Vice President and Chief Financial Officer
Citizenship: USA
Amount Beneficially Owned: 13,200 common units (less than 1%)+
Robert W. Baker
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Executive Vice President and General Counsel
Citizenship: USA
Amount Beneficially Owned: 5,000 common units (less than 1%)+
James C. Yardley
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of El Pasos Pipeline Group
Citizenship: USA
Amount Beneficially Owned: 10,000 common units (less than 1%)+
Brent J. Smolik
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President of El Paso Exploration & Production Company
Citizenship: USA
Amount Beneficially Owned: 0
Board of Directors of El Paso Corporation
Juan Carlos Braniff
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Managing Partner Capital I Ltd. Partners
Citizenship: USA
Amount Beneficially Owned: 0
James L. Dunlop
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 0
Douglas L. Foshee
(see above)
Robert W. Goldman
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Financial Consultant
Citizenship: USA
Amount Beneficially Owned: 0
Anthony W. Hall, Jr.
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chief Administrative Officer, City of Houston, Texas
Citizenship: USA
Amount Beneficially Owned: 0
Thomas R. Hix
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 0
William H. Joyce
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board and Chief Executive Officer, Nalco Company
Citizenship: USA
Amount Beneficially Owned: 0
Robert L. Kuehn, Jr.
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board, El Paso Corporation
Citizenship: USA
Amount Beneficially Owned: 60,000 common units (less than 1%)+
Ferrell P. McClean
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 0
Steven J. Shapiro
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Business Consultant
Citizenship: USA
Amount Beneficially Owned: 0
J. Michael Talbert
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board, Transocean Inc.
Citizenship: USA
Amount Beneficially Owned: 0
Robert F. Vagt
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President, Davidson College
Citizenship: USA
Amount Beneficially Owned: 0
John L. Whitmire
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chairman of the Board, CONSOL Energy, Inc.
Citizenship: USA
Amount Beneficially Owned: 0
Joe B. Wyatt
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chancellor Emeritus, Vanderbilt University
Citizenship: USA
Amount Beneficially Owned: 0
Directors and Executive Officers of El Paso Pipeline Holding Company, L.L.C.
See above for information regarding the executive officers and directors of El Paso Corporation,
the owner of 99% of the outstanding member interests in El Paso Pipeline Holding Company, L.L.C.
Members of El Paso Pipeline Holding Company, L.L.C.
See above for information regarding the executive officers and directors of El Paso Corporation and
El Paso Pipeline Corporation, the members of El Paso Pipeline Holding Company, L.L.C.
Executive Officers and Directors of El Paso Pipeline GP Company, L.L.C.
Ronald L. Kuehn, Jr.
(see above)
James C. Yardley
(see above)
Robert W. Baker
(see above)
John R. Sult
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Senior Vice President, Chief Financial Officer and Controller
Citizenship: USA
Amount Beneficially Owned: 10,000 common units (less than 1%)+
James J. Cleary
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Senior Vice President
Citizenship: USA
Amount Beneficially Owned: 2,000 common units (less than 1%)+
Daniel B. Martin
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Senior Vice President
Citizenship: USA
Amount Beneficially Owned: 0
Norman G. Holmes
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Chancellor Emeritus, Vanderbilt University
Citizenship: USA
Amount Beneficially Owned: 0
Douglas L. Foshee
(see above)
D. Mark Leland
(see above)
Arthur C. Reichstetter
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Managing Private Investments
Citizenship: USA
Amount Beneficially Owned: 100,000 common units (less than 1%)+
Members of El Paso Pipeline GP Company, L.L.C.
See above for information regarding the executive officers and directors of El Paso Pipeline
Holding Company, L.L.C., the sole member of El Paso Pipeline GP Company, L.L.C.
(see above)
Executive Officers and Directors of El Paso Pipeline LP Holdings, L.L.C.
Marguerite Woung-Chapman
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: President and Chief Executive Officer
Citizenship: USA
Amount Beneficially Owned: 0
Robert W. Baker
(see above)
Francis C. Olmstead III
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Vice President, Chief Financial Officer, Controller and Treasurer
Citizenship: USA
Amount Beneficially Owned: 0
Faye L. Stallings
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Vice President and General Auditor
Citizenship: USA
Amount Beneficially Owned: 0
Margaret E. Roark
Address: c/o El Paso Corporation, El Paso Building, 1001 Louisiana Street, Houston, Texas 77002
Principal Occupation: Corporate Secretary
Citizenship: USA
Amount Beneficially Owned: 0
Members of El Paso Pipeline LP Holdings, L.L.C.
See above for information regarding the executive officers and directors of El Paso Corporation,
the sole member of El Paso Pipeline LP Holdings, L.L.C.
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Listed Person acquired common units pursuant to Issuers directed unit program |
EXHIBIT INDEX
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Exhibit A
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First Amended and Restated Agreement of Limited Partnership of
El Paso Pipeline Partners, L.P. (attached as Exhibit 3.1 to the
Issuers current report on Form 8-K (File No. 001-33825) filed
with the Commission on November 28, 2007 and incorporated herein
in its entirety by reference). |
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Exhibit B
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Amended and Restated Limited Liability Company Agreement
of El Paso Pipeline GP Company, L.L.C. (attached as Exhibit 3.2
to the Issuers current report on Form 8-K (File No. 001-33825)
filed with the Commission on November 28, 2007 and incorporated
herein in its entirety by reference). |
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Exhibit C
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Contribution, Conveyance and Assumption Agreement, dated November 21, 2007, among El Paso Pipeline
Partners, L.P., El Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP Holdings, L.L.C., WIC
Holdings Company, L.L.C., El Paso Wyoming Gas Supply Company, L.L.C., EPPP SNG GP Holdings, L.L.C.,
EPPP CIG GP Holdings, L.L.C., El Paso Pipeline Holding Company, L.L.C., El Paso Pipeline Partners
Operating Company, L.L.C. and El Paso Corporation (attached as Exhibit 10.2 to the Issuers current
report on Form 8-K (File No. 001-33825) filed with the Commission on November 28, 2007 and
incorporated herein in its entirety by reference).
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Exhibit D
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Joint Filing Statement (filed herewith). |