NGPL PipeCo LLC Amends Tender Offer and Consent Solicitation

HOUSTON, May 4, 2012 /PRNewswire/ -- NGPL PipeCo LLC (the "Company") announced today that it is amending the terms of the cash tender offer (the "Offer") to purchase any and all of its outstanding 6.514% Senior Notes due 2012 (CUSIP Nos. 62912XAA2 and U6536EAA4) (the "Notes") and a solicitation of consents to proposed amendments to the provisions of the indenture governing the Notes (the "Consent Solicitation") made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 16, 2012, as amended by Amendment No. 1 dated, April 30, 2012, as further amended by Amendment No. 2, dated May 3, 2012 (the "Offer to Purchase") and the related Consent and Letter of Transmittal.

The amendment eliminates the proposed revision to Section 3.02 of the Indenture, which was to provide that we may not redeem the Notes for a make whole premium prior to the date that is six months following the Settlement Date, from the Proposed Amendments.

The amendment to the Tender Offer and Consent Solicitation is set forth in Supplement No. 3, dated May 4, 2012 (the "Supplement") to the Offer to Purchase.  Except as described in this release and the Supplement, all terms and conditions of the Offer and Consent Solicitation are unchanged.  Copies of the Supplement and the Offer to Purchase may be obtained from D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offer, at 800-488-8075 (U.S. toll free) or, for banks and brokers, 212-269-5550.

The Company has engaged RBC Capital Markets, LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC to act as the Dealer Managers and Solicitation Agents in connection with the Offer.  Questions regarding the terms of the Offer and related solicitation of consents may be directed to:

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of consents. The offer to purchase the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that the Company is distributing to holders of the Notes.  The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer or solicitation under applicable securities or "blue sky" laws. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by RBC Capital Markets, LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC on behalf of the Company. None of the Company, the Dealer Managers and Solicitation Agents or the Depositary and Information Agent makes any recommendation in connection with the tender offer or the consent solicitation.

About the Company

The Company is engaged in interstate natural gas transportation and storage through its wholly-owned subsidiary, Natural Gas Pipeline Company of America LLC ("NGPL").  The Company conducts no operations and has no material assets other than 100% of the equity interest in NGPL and its other subsidiaries.

NGPL is one of the largest U.S. natural gas pipeline and storage systems with approximately 9,200 miles of gas transmission pipelines and as well as storage fields, field system lines and related facilities.  NGPL links the Texas and Oklahoma gas producing regions, onshore and offshore Louisiana supply regions, and supply received from the Rocky Mountains with gas-consuming regions in the Midwest, particularly Chicago and northern Indiana.

Some of the statements in this release may constitute forward-looking statements.  Forward-looking statements are based on our expectations and beliefs concerning future events affecting us, and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.  Because of these uncertainties, you should not put undue reliance on any forward-looking statements.  We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

SOURCE NGPL PipeCo LLC