Summary
Kinder Morgan, Inc. (KMI) has officially completed its acquisition of El Paso Corporation, a significant event that will fundamentally alter the company's structure and operations. This 8-K filing details the closing of the merger, outlining the transaction structure and the merger consideration distributed to El Paso shareholders. Approximately 76.4% of El Paso shares elected to receive stock consideration, while a smaller portion opted for cash or a mix, with the remainder receiving the mixed consideration due to oversubscription and no election. The completion of this merger positions KMI as a substantially larger energy infrastructure company. The filing also notes associated corporate governance changes, including the appointment of two new directors to KMI's board from El Paso's former leadership, and amendments to KMI's bylaws and shareholders agreement to reflect the integration of El Paso's assets and governance structure. Investors should anticipate the upcoming filing of pro forma financial statements to understand the combined entity's financial standing.
Key Highlights
- 1Kinder Morgan, Inc. (KMI) has successfully completed the acquisition of El Paso Corporation, effective May 25, 2012.
- 2The merger involved a complex exchange of KMI stock, cash, and warrants for El Paso shares.
- 3Approximately 76.4% of El Paso shareholders elected to receive Kinder Morgan stock and warrants as merger consideration.
- 4KMI will issue approximately 330.2 million shares of its Class P common stock and 504.6 million warrants in connection with the acquisition.
- 5KMI will pay approximately $11.55 billion in cash as part of the merger consideration.
- 6Two former El Paso Corporation directors, Anthony W. Hall, Jr. and Robert F. Vagt, have been appointed to KMI's Board of Directors.
- 7KMI's bylaws and shareholders agreement have been amended to reflect the integration of El Paso's operations and governance, including an increase in the board size to fifteen members.