Summary
Kinder Morgan, Inc. (KMI) filed an 8-K on January 25, 2016, reporting on two key financial events that occurred on January 26, 2016. The company secured a new $1.0 billion unsecured term loan facility, which was fully drawn at closing and matures in three years. This facility is intended for working capital, general corporate purposes, and refinancing upcoming debt maturities. Additionally, KMI amended its Revolving Credit Agreement to increase lenders' commitments by $1.0 billion, bringing the total revolving credit commitments to $5.0 billion on the same terms as existing commitments. These actions indicate proactive debt management and access to liquidity for Kinder Morgan.
Key Highlights
- 1Kinder Morgan entered into a $1.0 billion unsecured term loan facility on January 26, 2016, which was fully drawn.
- 2The new term loan has a maturity of three years from the closing date.
- 3Proceeds from the term loan are earmarked for working capital, general corporate purposes, and refinancing existing debt.
- 4The company also entered into a joinder agreement to its Revolving Credit Agreement, increasing commitments by $1.0 billion to a total of $5.0 billion.
- 5The amended revolving credit facility maintains the same terms as the existing commitments.
- 6The company adopted Amended and Restated Bylaws, revising provisions related to shareholder agreements, including increasing the stock ownership threshold to call a special meeting from 10% to 20%.
Frequently Asked Questions
The $1.0 billion unsecured term loan is intended for Kinder Morgan's working capital needs, general corporate purposes, and to refinance upcoming maturities of its outstanding long-term indebtedness. The loan was fully drawn on January 26, 2016.
The joinder agreement to the Revolving Credit Agreement increases the total revolving credit commitments by $1.0 billion, bringing the aggregate amount to $5.0 billion. This provides KMI with increased liquidity under the same terms as its existing revolving credit commitments.
The Amended and Restated Bylaws primarily removed or revised provisions related to previous shareholder agreements. Key changes include increasing the stock ownership threshold required to call a special meeting of stockholders from 10% to 20% and updating advance notice provisions for stockholder nominations and proposals. A new provision designates Delaware as the exclusive jurisdiction for any shareholder actions filed against the company unless KMI consents otherwise.
The term loan includes covenants such as a maximum ratio of Consolidated Net Indebtedness to Consolidated EBITDA. This ratio is set at 6.50:1.00 through December 31, 2017, then steps down to 6.25:1.00 through December 31, 2018, and finally to 6.00:1.00 thereafter. There are also restrictions on incurring debt, granting liens, fundamental changes, affiliate transactions, and limitations on dividend payments or stock repurchases if an event of default exists.