HOUSTON--(BUSINESS WIRE)--Kinder Morgan, Inc. (NYSE: KMI), Kinder Morgan Energy Partners, L.P.
(NYSE: KMP) and El Paso Pipeline Partners, L.P. (NYSE: EPB) today
announced the preliminary results of the elections made by KMP and EPB
unitholders regarding their preference as to the form of merger
consideration they will receive in connection with the pending mergers
with KMI, which are currently expected to close on Nov. 26, 2014.
As previously announced, KMP and EPB unitholders had the option to
elect, for each KMP or EPB common unit held, either cash, KMI common
stock, or a combination of cash and KMI common stock. For both KMP and
EPB unitholders, the all cash and all stock elections are subject to
proration. The period for KMP and EPB unitholders to make their
elections officially expired at 5:00 p.m. ET on Nov. 24, 2014 (the
“Election Deadline”).
Prior to the Election Deadline, KMP unitholders were entitled to elect
to receive, for each KMP common unit held, one of the following:
-
2.4849 shares of KMI common stock (a “KMP Stock Election”);
-
$91.72 in cash without interest (a “KMP Cash Election”); or
-
$10.77 in cash without interest and 2.1931 shares of KMI common stock
(a “KMP Mixed Election”).
Prior to the Election Deadline, EPB unitholders were entitled to elect
to receive, for each EPB common unit held, one of the following:
-
1.0711 shares of KMI common stock (an “EPB Stock Election”);
-
$39.53 in cash without interest (an “EPB Cash Election”); or
-
$4.65 in cash without interest and 0.9451 of a share of KMI common
stock (an “EPB Mixed Election”).
Preliminary KMP Results
Based on available information as of the Election Deadline, the
preliminary merger consideration election results for KMP were as
follows:
-
Holders of approximately 61.3% of the outstanding KMP common units, or
186,390,655 KMP common units, made a KMP Stock Election (including
elections with respect to 29,540,534 units made pursuant to the notice
of guaranteed delivery procedure).
-
Holders of approximately 0.9% of the outstanding KMP common units, or
2,868,326 KMP common units, made a KMP Cash Election (including
elections with respect to 45,689 units made pursuant to the notice of
guaranteed delivery procedure).
-
Holders of approximately 10.1% of the outstanding KMP common units, or
30,593,050 KMP common units, made a KMP Mixed Election (including
elections with respect to 612,506 units made pursuant to the notice of
guaranteed delivery procedure).
-
Holders of approximately 27.7% of the outstanding KMP common units, or
84,100,499 KMP common units, did not make a valid election or did not
deliver a valid election form prior to the Election Deadline and,
therefore, are deemed to have made a KMP Mixed Election.
Preliminary EPB Results
Based on available information as of the Election Deadline, the
preliminary merger consideration election results for EPB unitholders
were as follows:
-
Holders of approximately 69.5% of the outstanding EPB common units, or
98,907,908 EPB common units, made an EPB Stock Election (including
elections with respect to 20,218,478 units made pursuant to the notice
of guaranteed delivery procedure).
-
Holders of approximately 7.9% of the outstanding EPB common units, or
11,212,278 EPB common units, made an EPB Cash Election.
-
Holders of approximately 9.7% of the outstanding EPB common units, or
13,772,542 EPB common units, made an EPB Mixed Election (including
elections with respect to 569,173 units made pursuant to the notice of
guaranteed delivery procedure).
-
Holders of approximately 13.0% of the outstanding EPB common units, or
18,451,467 EPB common units, did not make a valid election or did not
deliver a valid election form prior to the Election Deadline and,
therefore, are deemed to have made an EPB Mixed Election.
Elections made by KMP and EPB unitholders pursuant to the notice of
guaranteed delivery procedure require the delivery of units to
Computershare Trust Company, N.A., the exchange agent for the mergers,
by 5:00 p.m. ET on Nov. 26, 2014. If the exchange agent does not receive
the required unit certificates or book-entry transfer of units by the
guaranteed delivery deadline, the EPB and KMP common units subject to
such elections will be treated as units deemed to have made a KMP Mixed
Election or EPB Mixed Election, as applicable.
After the final results of the merger consideration election process are
determined, the final allocation of merger consideration will be
calculated in accordance with the terms of the merger agreements.
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. (NYSE:KMI) owns the general partner interests of
Kinder Morgan Energy Partners, L.P. (NYSE:KMP) and El Paso Pipeline
Partners, L.P. (NYSE:EPB), along with limited partner interests in KMP
and EPB and shares in Kinder Morgan Management, LLC (NYSE: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.
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.