Kinder Morgan and El Paso Announce Planned Closing Date of May 24, 2012
May 10 2012 - 11:20AM
Business Wire
Kinder Morgan, Inc. (NYSE: KMI) and El Paso Corporation (NYSE:
EP) today announced that all regulatory approvals required to close
the merger of El Paso with Kinder Morgan have been received. The
merger is scheduled to close on May 24, 2012, and become effective
at 12:01 a.m., New York City time, on May 25, 2012. As previously
announced, the deadline for El Paso shareholders and equity award
holders to elect the form of consideration they wish to receive in
the merger is 5:00 p.m., New York City time, on May 23, 2012. El
Paso shareholders who hold shares through a bank, broker, trust
company or other nominee may have an earlier election deadline and
should carefully review any instructions received from their bank,
broker, trust company or other nominee.
As previously announced, El Paso shareholders can elect, for
each El Paso share held, either cash, Kinder Morgan common stock,
or a combination of cash and Kinder Morgan common stock. El Paso
equity award holders can elect either cash or a combination of cash
and Kinder Morgan common stock for all of their outstanding equity
awards. El Paso shareholders and equity award holders not making a
valid election will be deemed to have made an election to receive a
combination of cash and Kinder Morgan common stock. All elections
will be subject to proration and all El Paso shareholders and
equity award holders will receive warrants to purchase Kinder
Morgan common stock. The documents necessary for El Paso
shareholders and equity award holders to make a merger
consideration election were mailed starting April 2, 2012, to El
Paso shareholders and equity award holders of record as of March
26, 2012.
To make an election, El Paso shareholders and equity award
holders must deliver to Computershare Trust Company, N.A., the
exchange agent for the transaction, prior to the election deadline,
a properly completed election form and related letter of
transmittal, together with their El Paso stock certificates or
confirmation of book-entry transfer, or a properly completed notice
of guaranteed delivery. El Paso shareholders and equity award
holders should carefully read all the election materials provided
to them before making their election. Shareholders and equity award
holders with questions regarding the election procedures, who want
up-to-date information on the election deadline or who wish to
obtain copies of the election materials may contact MacKenzie
Partners, Inc., the information agent for the transaction, at (800)
322-2885 (toll-free) or (212) 929-5500 (collect).
About El Paso
El Paso Corporation (NYSE: EP) provides natural gas and related
energy products in a safe, efficient and dependable manner. The
company owns North America’s largest interstate natural gas
pipeline system, one of North America’s largest independent
exploration & production companies and an emerging midstream
business. El Paso owns a 42 percent limited partner interest, and
the 2 percent general partner interest in El Paso Pipeline
Partners, L.P. On October 16, 2011, El Paso Corporation announced
that it has entered into a definitive agreement whereby Kinder
Morgan, Inc. will acquire all of the outstanding shares of El Paso
Corporation. For more information, visit www.elpaso.com.
About Kinder Morgan
Kinder Morgan, Inc. (NYSE: KMI) is a leading pipeline
transportation and energy storage company in North America. It owns
an interest in or operates more than 38,000 miles of pipelines and
180 terminals. Its 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. KMI owns the general partner interest of
Kinder Morgan Energy Partners, L.P. (NYSE: KMP), one of the largest
publicly traded pipeline limited partnerships in America, along
with limited partner interest in KMP and Kinder Morgan Management,
LLC (NYSE: KMR). It also operates and owns a 20 percent interest in
Natural Gas Pipeline Company of America. Combined, KMI, KMP and KMR
constitute the largest midstream energy entity in the United States
with an enterprise value of over $65 billion. For more
information please visit www.kindermorgan.com.
Important Additional Information Filed With The SEC
Kinder Morgan, Inc. (“KMI”) has filed with the SEC a
Registration Statement on Form S-4 in connection with the
proposed transactions contemplated by the Merger Agreement,
including a definitive Information Statement/Prospectus of KMI and
a definitive Proxy Statement of El Paso Corporation (“EP”). The
Registration Statement was declared effective by the SEC on
January 30, 2012. Post-effective amendments to the
Registration Statement were filed on February 27, 2012 and on
March 1, 2012 and have been declared effective. KMI and EP
mailed the definitive Information Statement/Prospectus of KMI and
definitive Proxy Statement of EP on or about January 31, 2012.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE DEFINITIVE INFORMATION STATEMENT/PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED BY KMI OR EP, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders are able to
obtain free copies of the Registration Statement and the definitive
Information Statement/Proxy Statement/Prospectus and other
documents filed with the SEC by KMI and EP through the web site
maintained by the SEC at www.sec.gov or by phone, e-mail or written
request by contacting the investor relations department of KMI or
EP at the following:
Kinder Morgan, Inc. El Paso Corporation
Address: 500 Dallas Street, Suite 1000 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002 Attention: Investor
Relations Attention: Investor Relations Phone: (713) 369-9490 (713)
420-5855 Email:
kmp_ir@kindermorgan.com
investorrelations@elpaso.com
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-looking
Statements
Statements in this document regarding the proposed transaction
between KMI and EP, the expected timetable for completing the
proposed transactions, future financial and operating results,
benefits and synergies of the proposed transaction, future
opportunities for the combined company, the expected timetable for
completing the sale of EP’s exploration and production assets, the
possible drop-down of assets and any other statements about KMI or
EP managements’ 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
merger of EP with KMI; the ability to obtain the requisite
regulatory approvals and the satisfaction of other conditions to
consummation of the transaction; the possibility that financing
might not be available on the terms agreed to; the ability to
consummate contemplated asset sales; the ability of KMI to
successfully integrate EP’s operations and employees; the ability
to realize anticipated synergies and cost savings; the potential
impact of announcement of the transaction or consummation of the
transaction on relationships, including with employees, suppliers,
customers and competitors; the ability to achieve revenue growth;
national, international, regional and local economic, competitive
and regulatory conditions and developments; technological
developments; capital and credit markets conditions; inflation
rates; interest rates; the political and economic stability of oil
producing nations; energy markets, including changes in the price
of certain commodities; weather conditions; environmental
conditions; business and regulatory or legal decisions; the pace of
deregulation of retail natural gas and electricity and certain
agricultural products; the timing and success of business
development efforts; terrorism; and the other factors described in
KMI’s and EP’s Annual Reports on Form 10-K for the year ended
December 31, 2011 and their most recent Exchange Act reports
filed with the SEC. Except as required by law, KMI and EP disclaim
any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this document.