HOUSTON--(BUSINESS WIRE)--
Kinder Morgan, Inc. (KMI) today announced that at special meetings
held by each of KMI, Kinder Morgan Energy Partners, L.P. (KMP),
Kinder Morgan Management, LLC (KMR) and El Paso Pipeline Partners,
L.P. (EPB), unitholders and shareholders approved all proposals
related to the merger transactions previously announced on Aug. 10,
2014. More than 95 percent of the votes cast at the special meeting of
each company were voted in favor of the proposals related to the merger
transactions. The results of the vote on the proposal to approve the
merger agreement for KMP, KMR and EPB, and to increase and issue shares
at KMI were as follows:
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Votes cast % in favor
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Total outstanding % voted
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Total outstanding % in favor
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KMI
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99%
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79%
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78%
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KMP
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95%
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68%
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64%
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KMR
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97%
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77%
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75%
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EPB
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99%
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79%
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78%
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The deadline for KMP and EPB unitholders to elect the form of
consideration they wish to receive in each of KMP’s and EPB’s pending
mergers with KMI is 5:00 p.m. ET on Nov. 24, 2014. The election deadline
may be extended, in which case KMI will issue a press release announcing
the new election deadline. The closing of each merger is expected to
occur on Nov. 26, 2014. Accordingly, it is expected that Nov. 26 will be
the last trading day for KMP and EPB units as well as KMR shares.
Chairman and CEO Richard D. Kinder said, “We are delighted that
shareholders and unitholders have shown overwhelming support by
approving the transaction. We believe merging the companies benefits our
shareholders and unitholders, simplifies the Kinder Morgan story by
transitioning to one security and paves the way for superior growth at
KMI for years to come. KMI projects a dividend of $2.00 per share for
2015, a 16 percent increase over the budgeted 2014 KMI dividend target
of $1.72 per share, and the company expects to grow the dividend by
approximately 10 percent each year from 2015 through 2020 while
producing excess coverage of over $2 billion.”
Each of the companies will file a Form 8-K with the Securities and
Exchange Commission with the final results as soon as they are available.
For more information on the transactions, please visit the Kinder Morgan
web site at www.kindermorgan.com.
The combined Kinder Morgan entities own an interest in or operate
approximately 80,000 miles of pipelines and 180 terminals. They comprise
the largest midstream and third largest energy company in North America
with an enterprise value of more than $125 billion. Kinder Morgan’s
pipelines transport natural gas, gasoline, crude oil, CO2 and
other products, and its terminals store petroleum products and chemicals
and handle such products as ethanol, coal, petroleum coke and steel.
Kinder Morgan, Inc. (KMI) owns the general partner interests of
Kinder Morgan Energy Partners, L.P. (KMP) and El Paso Pipeline
Partners, L.P. (EPB), along with limited partner interests in KMP
and EPB and shares in Kinder Morgan Management, LLC (KMR).
Kinder Morgan Energy Partners is a leading pipeline transportation and
energy storage company and one of the largest publicly traded pipeline
limited partnerships in America. It owns an interest in or operates
approximately 52,000 miles of pipelines and 180 terminals. The general
partner of KMP is owned by Kinder Morgan, Inc.
El Paso Pipeline Partners is a publicly traded pipeline limited
partnership. It owns an interest in or operates more than 13,000 miles
of interstate natural gas transportation pipelines in the Rockies and
the Southeast, natural gas storage facilities with a capacity of over
100 billion cubic feet and LNG assets in Georgia and Mississippi. The
general partner of EPB is owned by Kinder Morgan, Inc.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in
respect of the proposed acquisition by KMI of each of KMP, KMR and EPB
(collectively, the “Proposed Transactions”). KMI has filed with the SEC
a registration statement on Form S-4 (“Registration Statement”), which
contains a proxy statement for KMI and a proxy statement / prospectus
for each of KMP, KMR and EPB. The Registration Statement was
declared effective by the SEC on October 22, 2014. Each of KMI, KMP, KMR
and EPB mailed to their respective security holders, as applicable, a
proxy statement or proxy statement / prospectus in connection with the
Proposed Transactions on or about October 22, 2014. The Registration
Statement, the KMI proxy statement and each proxy statement / prospectus
contain important information about KMI, KMP, KMR, EPB, the Proposed
Transactions and related matters. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ CAREFULLY, AS APPLICABLE, THE REGISTRATION STATEMENT, THE
PROXY STATEMENT FOR KMI, THE PROXY STATEMENT / PROSPECTUS FOR EACH OF
KMP, KMR AND EPB AND ANY OTHER DOCUMENTS THAT HAVE BEEN FILED OR WILL BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR THE APPLICABLE PROXY
STATEMENT / PROSPECTUS.
Investors and security holders will be able to obtain copies of the
KMI proxy statement and each proxy statement / prospectus as well as
other filings containing information about KMI, KMP, KMR and EPB,
without charge, at the SEC’s website, http://www.sec.gov.
Copies of documents filed with the SEC by KMI, KMP, KMR and EPB will be
made available free of charge on Kinder Morgan, Inc.’s website at http://www.kindermorgan.com/investor/
or by written request by contacting the investor relations department of
KMI, KMP, KMR or EPB at the following address: 1001 Louisiana Street,
Suite 1000, Houston, Texas 77002, Attention: Investor Relations or by
phone at (713) 369-9490 or by email at km_ir@kindermorgan.com.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
KMI, KMP, KMR and EPB, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the Proposed Transactions. Information regarding
the directors and executive officers of KMI is contained in KMI’s Form
10-K for the year ended December 31, 2013, and its proxy statement filed
on April 9, 2014, each of which has been filed with the SEC. Information
regarding the directors and executive officers of KMP’s general partner
and KMR, the delegate of KMP’s general partner, is contained in KMP’s
Form 10-K for the year ended December 31, 2013, which has been filed
with the SEC. Information regarding the directors and executive officers
of KMR is contained in KMR’s Form 10-K for the year ended December 31,
2013, which has been filed with the SEC. Information regarding the
directors and executive officers of EPB’s general partner is contained
in EPB’s Form 10-K for the year ended December 31, 2013, which has been
filed with the SEC.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Statements in this communication regarding the Proposed Transactions
involving KMI, KMP, KMR and EPB, the expected timetable for completing
the Proposed Transactions, the expected benefit of the Proposed
Transactions, future financial and operating results, future
opportunities for the combined company and any other statements about
management’s future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are
not statements of historical fact (including statements containing the
words “believes,” “plans,” “anticipates,” “expects,” “estimates” and
similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated
by such forward-looking statements, including: the ability to consummate
the Proposed Transactions; the ability to obtain requisite regulatory
and shareholder or unitholder approval and the satisfaction of the other
conditions to the consummation of the Proposed Transactions; the ability
to realize anticipated synergies and cost savings; the potential impact
of the announcement or consummation of the Proposed Transactions on
relationships, including with employees, suppliers, customers and
competitors; the ability to achieve revenue growth; the effects of
environmental, legal, regulatory or other uncertainties; the effects of
government regulations and policies and of the pace of deregulation of
retail natural gas; national, international, regional and local economic
or competitive conditions and developments; possible changes in credit
ratings; capital and credit markets conditions; interest rates; the
political and economic stability of oil producing nations; energy
markets, including changes in the price of certain commodities; weather,
alternative energy sources, conservation and technological advances that
may affect price trends and demand; business and regulatory or legal
decisions; the timing and success of business development efforts; acts
of nature, accidents, sabotage, terrorism (including cyber attacks) or
other similar acts causing damage greater than the insurance coverage
limits of the combined company; and the other factors and financial,
operational and legal risks or uncertainties described in KMI’s, KMP’s,
KMR’s and EPB’s Annual Reports on Form 10-K for the year ended December
31, 2013, and other subsequent filings with the SEC. KMI, KMP,
KMR and EPB disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after
the date of this communication, other than as required by applicable law.