El Paso Energy Partners Seeks Institutional Investors in Its Pyramid

 

Rather than adding any more of our words on high greed partnerships, we reprint what Platt’s Oilgram has to say about an announcement concerning Strong Sell recommended El Paso Energy Partners (EPN):

 

Volume 80  Number 155  August 14, 2002

 

EL PASO PLANS OFFERING TO RAISE $600-MIL FOR MLP

 

New York - Strained energy merchant El Paso late Aug 12 unveiled a financial engineering move to raise some $600-mil in much-needed cash from institutional investors for its fast-growing master limited partnership, El Paso Energy Partners.

 

El Paso filed to sell up to 16.9-mil shares for $34.23 each to the public in an initial public offering in a new company called El Paso Energy Management LLC. Another 6.1-mil shares would be bought by El Paso itself, providing some $790-mil in funding to the new company.

 

That money will be used to buy new payment-in-kind "i-units" in El Paso Energy Partners, the MLP, which will then use the proceeds, and $391-mil of borrowings, to fund its pending $782-mil purchase of San Juan Basin midstream gas assets from parent El Paso.

 

After taking control of the San Juan assets, El Paso Energy Partners will be the largest natural gas gatherer, based on miles of pipeline, in Texas and the San Juan Basin, according to the IPO filing.

 

By selling common shares in a new company, rather than a public offering of more MLP units directly, El Paso hopes to tap deep-pockets institutional investment funds that would otherwise shun retail-oriented MLP units, which have complicated tax treatment.

 

After the offering, El Paso will own about 27% of the MLP, including its stake in the new company and its general partner interest. The new El Paso Energy Management will own 31% of the MLP, through its i-units. Public MLP unit holders will own 50%.

 

No date is set for the IPO launch and a symbol is not yet chosen. Lead underwriter is Goldman Sachs. Energy merchant MLPs have come in for close scrutiny following Enron's collapse, with some analysts questioning their smoke-and-mirrors approach and high fees paid to the parent-company general partners (ON 2/25).

 

The new El Paso deal is similar to a move by Kinder Morgan to create an institutionally oriented security based on its own Kinder Morgan Energy Partners MLP (ON 3/1). "I think there's a risk they're reaching a point of diminishing returns in using this technique," said analyst Kurt Wulff of McDep Associates. He noted a similar set-up also between Canadian pipeline major Enbridge and its master limited partnership Enbridge Energy Partners (ON 5/20).

 

El Paso is "following the trend in the industry," said Wulff. But that path is not without risks. Kinder Morgan Management, the institutional variant for Kinder Morgan's MLP, filed last year to raise almost $1-bil in new securities, but priced a sale of only 12-mil shares Aug 1 at just $27.50 each, or $330-mil.

 

Unlike its initial offering early last year, the new "KMR" units are not convertible to MLP units. El Paso's new institutional MLP offering likewise does not appear convertible to MLP units, which could limit their resale market, some analysts have said.

 

"I'm concerned El Paso's in shaky condition," said Wulff. "They've got to get money wherever they can." He doubts the offering will meet its more than $600-mil target.

 

El Paso Aug 8 reported a second-quarter loss of $45-mil, along with spending cuts and asset sales (ON 8/9).-Beth Evans, James Norman

August 19, 2002; Meter Reader: Oil at 2002 High