Maritimes and Northeast Pipeline Commences Consent Solicitation
Charlotte, N.C. -- Duke Energy, the indirect owner of a 77.53 percent membership interest in Maritimes & Northeast Pipeline LLC (Maritimes), announced today that Maritimes has commenced the solicitation of consents from holders of its 7.70 percent Senior Secured Bonds due 2019 (Bonds).
The consent solicitation is to amend certain provisions of the Indenture governing the Bonds and other secured credit documents, as described in a consent solicitation statement being sent by Maritimes to all holders of the Bonds as of Oct. 24, 2006, the record date for the solicitation.
Maritimes is seeking the consents in order to allow Duke Capital LLC to replace Duke Energy as an original sponsor under the Indenture and other secured credit documents. This would allow Duke Energy’s indirect interest in Maritimes to be transferred to a separate public company in connection with the spinoff of Duke Energy’s natural gas transmission and storage, distribution, and gathering and processing businesses. The spinoff of Duke Energy’s natural gas-related businesses is not conditioned upon the receipt of the requisite consents.
The amendment is conditioned on the receipt of consents from holders of a majority in aggregate principal amount of the outstanding Bonds, consents from secured parties holding at least 66.67 percent of the outstanding secured debt of Maritimes, and other customary conditions. The solicitation will expire at 5 p.m., New York City time, on Nov. 8, 2006, unless extended. Subject to the conditions set forth in the consent solicitation statement, Maritimes will pay a consent fee equal to 0.25 percent of the principal amount of Bonds ($2.50 per $1,000 principal amount of bonds) to each holder that has delivered (and not revoked) a valid consent to the proposed amendment at or before 5 p.m., New York City time, Nov. 8, 2006.
Payment of such consent fee will be conditioned upon, and made following the satisfaction of the terms and conditions contained in the Consent Solicitation Statement.
For a complete statement of the terms and conditions of the consent solicitation, holders of the Bonds should refer to the consent solicitation statement.
The solicitation agent in connection with the consent solicitation is Credit Suisse Securities (USA) LLC (Credit Suisse). Questions regarding the consent solicitation may be directed to Credit Suisse at 800-820-1653 (toll free) or 212-538-0652 (collect). Global Bondholder Services Corporation 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 866-470-4300 (toll-free) or 212-430-3774 (collect).
This press release is not a solicitation of consents with respect to any Bonds. This solicitation is being made solely by the consent solicitation statement. Maritimes reserves the right to modify the consent solicitation statement and the terms and condition of the consent solicitation or to terminate the consent solicitation.
Maritimes & Northeast Pipeline L.P. and Maritimes & Northeast Pipeline LLC are owned by affiliates of Duke Energy (NYSE: DUK) (77.53 percent), Emera Inc. (TSX: EMA) (12.92 percent) and Exxon Mobil Corporation (NYSE: XOM) (9.55 percent).
Maritimes & Northeast Pipeline is headquartered in Halifax, Nova Scotia, with an additional office in Waltham, Mass. Operations centers are located in Fredericton, New Brunswick; New Glasgow, Nova Scotia; Greenland, New Hampshire; and Richmond and Baileyville, Maine. For more information, please contact Maritimes on the Internet at http://www.mnpp.com.
Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at http://www.duke-energy.com.
This release includes statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Those statements represent Duke Energy’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside Duke Energy’s control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Those factors include: state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed at and degree to which competition enters the electric and natural gas industries; the outcomes of litigation and regulatory investigations, proceedings or inquiries; the weather and other natural phenomena; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; general economic conditions, including any potential effects arising from terrorist attacks and any consequential hostilities or other hostilities; changes in environmental and other laws and regulations to which Duke Energy and its subsidiaries are subject or other external factors over which Duke Energy has no control; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; the amount of collateral required to be posted from time to time in Duke Energy’s transactions; competition and regulatory limitations affecting the success of Duke Energy’s divestiture plans, including the prices at which Duke Energy is able to sell its assets; the performance of electric generation, pipeline and gas processing facilities; the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding gas and electric markets; conditions of the capital markets and equity markets during the periods covered by the forward-looking statements; and opportunities for Duke Energy’s business units, including the timing and success of efforts to develop domestic and international power, pipeline, gathering, liquefied natural gas, processing and other infrastructure projects.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Duke Energy has described. Duke Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.