What are the key implications of these acquisitions for Kinder Morgan's corporate structure?

The primary implication is the simplification of Kinder Morgan's corporate structure. By acquiring KMP, KMR, and EPB, KMI has eliminated the separate publicly traded partnerships (KMP and EPB), bringing all operations under the direct control of KMI and thereby eliminating the MLP structure for those entities. This is expected to streamline management, financial reporting, and potentially reduce complexity for investors.

What compensation did KMP and EPB unitholders receive?

Unitholders of KMP and EPB were offered a choice of merger consideration. They could elect to receive a combination of cash and KMI common stock, an all-cash option, or an all-stock option. The exact exchange ratios and cash amounts varied between KMP and EPB, and elections were subject to proration to maintain the intended overall cash and stock mix.

How has the governance of Kinder Morgan changed as a result of these transactions?

The governance has seen two notable changes. First, the number of directors on KMI's board has been set to range between ten and sixteen, offering more flexibility. Second, due to a reduction in its ownership stake to below 5%, Highstar Capital LP's ability to appoint directors has been reduced, resulting in the resignation of one of its appointees from the board.

What is the significance of the termination of the KMI Credit Agreement?

The termination of the KMI Credit Agreement, dated May 6, 2014, is a direct consequence of the completion of the KMI, KMP, KMR, and EPB mergers. This suggests that the financing structure for the acquisition was likely consolidated or replaced, and the terms of the previous credit facility are no longer applicable.

KMI 8-K: Leadership Changes, Acquisitions & Dispositions & More

Summary

Kinder Morgan, Inc. (KMI) has officially completed its previously announced acquisitions of Kinder Morgan Energy Partners, L.P. (KMP), Kinder Morgan Management, LLC (KMR), and El Paso Pipeline Partners, L.P. (EPB). This landmark transaction effectively consolidates these entities under the KMI corporate umbrella, simplifying KMI's structure and eliminating the partnership structure that previously existed for KMP and EPB. Investors should note that the completion of these mergers has led to the termination of KMI's previous credit agreement and amendments to its bylaws and shareholder agreements. Specifically, the number of directors on KMI's board will now range between ten and sixteen, and the influence of Highstar Capital LP on board appointments has been reduced due to their decreased ownership stake. These changes signal a move towards a more streamlined corporate governance and operational framework for Kinder Morgan.

Key Highlights

1KMI has successfully completed the acquisition of KMP, KMR, and EPB, consolidating them into the KMI corporate entity.
2The mergers eliminate the master limited partnership (MLP) structure for KMP and EPB, simplifying KMI's overall corporate structure.
3Shareholders of KMP and EPB had the option to receive a mix of cash and KMI common stock, all cash, or all KMI common stock for their units, subject to proration.
4The acquisition of KMR resulted in its shareholders receiving KMI common stock.
5The existing KMI credit agreement dated May 6, 2014, has been terminated as a result of these transactions.
6KMI's bylaws have been amended to set the board size between ten and sixteen directors.
7An amendment to the Shareholders Agreement reflects the reduced influence of Highstar Capital LP, leading to the resignation of one of its director appointees.

KINDER MORGAN, INC. 8-K Report, Agreement Terminated (Dec 3, 2014)

Summary

Key Highlights

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