8-KOther EventsExhibits & Filings

KINDER MORGAN, INC. 8-K Report, Corporate Update (Feb 28, 2012)

Filed February 28, 2012For Securities:KMIEP-PC

Summary

This Form 8-K filing from Kinder Morgan, Inc. (KMI) on February 28, 2012, primarily serves to file unaudited pro forma condensed combined financial information related to the previously announced merger with El Paso Corporation (EP), which was agreed upon in October 2011. The filing indicates that the merger is still subject to stockholder approvals from both KMI and EP, as well as other closing conditions outlined in the merger agreement. Investors are directed to a detailed Registration Statement on Form S-4 and a combined Information Statement/Prospectus/Proxy Statement, which were declared effective by the SEC and mailed to shareholders, containing crucial information about the transaction. This filing is essentially an update on the administrative and disclosure requirements associated with the pending significant acquisition.

Key Highlights

  • 1Kinder Morgan (KMI) is filing unaudited pro forma condensed combined financial information related to its pending merger with El Paso Corporation (EP).
  • 2The merger agreement between KMI and EP was originally entered into on October 16, 2011.
  • 3Completion of the merger is contingent upon the approval of stockholders from both KMI and EP.
  • 4Other closing conditions specified in the merger agreement must also be satisfied or waived.
  • 5KMI has filed a Form S-4 Registration Statement and distributed an Information Statement/Prospectus/Proxy Statement to shareholders.
  • 6Investors are strongly encouraged to review these filed documents for comprehensive information about the merger.
  • 7Information regarding potential participants in the solicitation of proxies for the transaction is detailed.

Frequently Asked Questions

The primary purpose of this 8-K filing is to officially submit the unaudited pro forma condensed combined financial information for Kinder Morgan (KMI) and El Paso Corporation (EP), giving effect to their pending merger. It also serves as a reminder for investors to review the detailed disclosure documents previously filed and distributed.

No, the merger has not yet been completed. The filing states that completion remains subject to the approval of stockholders from both Kinder Morgan and El Paso, as well as the satisfaction of other specified closing conditions.

Investors and security holders are urged to read the Registration Statement on Form S-4 and the definitive Information Statement/Prospectus/Proxy Statement filed by KMI and EP. These documents, which contain important information, can be accessed on the SEC's website (www.sec.gov) or by contacting the investor relations departments of KMI or EP.

The filing highlights several factors that could affect the completion and outcome of the merger, including obtaining necessary regulatory and shareholder approvals, the ability to secure financing, the successful integration of EP's operations, the realization of anticipated synergies, and various market, economic, and competitive conditions. The 'Safe Harbor' section provides a more extensive list of potential risks.