NEW
YORK, March 31, 2025 /PRNewswire/ -- NGPL PipeCo
LLC, a Delaware limited liability
company (the "Company"), has announced that it has commenced
solicitations of consents (each, a "Consent Solicitation") from
holders ("Holders") of the Company's 4.875% Senior Notes due 2027
(the "2027 Notes") and 3.250% Senior Notes due 2031 (the "2031
Notes" and, together with the 2027 Notes, the "Notes" and each a
"Series of Notes") to certain amendments (the "Proposed
Amendments") to the Indenture, dated as of August 1, 2017, relating to the 2027 Notes (the
"2027 Notes Indenture"), by and between the Company and U.S. Bank
National Association ("U.S. Bank"), as trustee, as amended and
supplemented to date, and the Indenture, dated as of May 14, 2021, relating to the 2031 Notes (the
"2031 Notes Indenture" and, together with the 2027 Notes Indenture,
each, an "Indenture" and collectively, the "Indentures"), by and
between the Company and U.S. Bank, as trustee, as amended and
supplemented to date.
The Consent Solicitation with respect to each Series of Notes is
being conducted in connection with the previously announced
transaction (the "Transaction") pursuant to which Brookfield
Infrastructure US Holdings I, a Delaware corporation, agreed to sell entities
that hold its entire 25.0% interest in NGPL Holdings LLC ("NGPL
Holdings"), the Company's indirect parent company, to one or more
funds controlled by ArcLight Capital Partners, LLC ("ArcLight").
Upon closing of the Transaction, ArcLight funds and Kinder Morgan, Inc. (NYSE: KMI) ("Kinder Morgan") will each hold equal
entitlements to elect 50% of the members of the board of directors,
and ArcLight funds will hold a 62.5% economic interest in NGPL
Holdings. Kinder Morgan will
continue to operate the Company's pipeline assets and holds a 37.5%
economic interest in NGPL Holdings. The Transaction is expected to
close in the second quarter of 2025, subject to customary closing
conditions.
The consummation of the Transaction may arguably constitute a
"Change of Control" under each Indenture, which may result in a
"Change of Control Triggering Event" (as defined in the applicable
Indenture) for such Series of Notes if such Series of Notes are
downgraded by any two of the three Rating Agencies (as defined in
the Indenture) on any date during the period commencing 90 days
before or after the earliest to occur of (i) a Change of Control,
(ii) public notice of the occurrence of a Change of Control or
(iii) public notice of the intention by the Company to effect a
Change of Control. On March 24, 2025
and March 21, 2025, following the
announcement of the Transaction, Moody's and S&P, respectively,
released reports affirming their ratings of the Notes (Fitch does
not rate the Notes). Each Series of Notes are currently and will
remain unsecured obligations of the Company.
The Proposed Amendments with respect to each Series of Notes
would amend the defined term "Change of Control" in each Indenture
to provide that the Transaction will not constitute a Change of
Control under such Indenture. The Proposed Amendments with respect
to each Series of Notes constitute a single proposal for the
Consent Solicitation relating to such Series of Notes, and a
consenting Holder must consent to the Proposed Amendments as an
entirety with respect to such Series of Notes and may not consent
electively with respect to certain of the Proposed Amendments with
respect to such Series of Notes.
To be eligible to receive a fee (the "Consent Fee") equal to
$1.00 in cash for each $1,000 in principal amount of a Series of Notes
for which Consents are properly delivered and not validly revoked,
Holders of such Series of Notes must validly consent to the
Proposed Amendments relating to such Series of Notes as part of the
applicable Consent Solicitation on or prior to 5:00 p.m., New York
City time, on April 8, 2025
(such date and time, as they may be extended, the "Consent Date").
Consents relating to a particular Series of Notes may only be
revoked prior to the applicable withdrawal deadline (the
"Withdrawal Deadline"), which is the earlier of (A) 5:00 p.m., New York
City time, on April 8, 2025,
unless extended by the Company, and (b) such time and date as
Requisite Consents have been received and not validly revoked with
respect to such Series of Notes.
Approving the Proposed Amendments relating to a particular
Series of Notes requires Consents from relevant Holders or their
duly designated proxies ("Duly Designated Proxies") in respect of a
majority in aggregate principal amount of such Series of Notes then
outstanding, in each case, excluding any Notes of such Series of
Notes owned by the Company or its affiliates (the "Requisite
Consents"). Upon receipt of the Requisite Consents to the Proposed
Amendments relating to a particular Series of Notes, the Company
and U.S. Bank, in its capacity as trustee, will execute and deliver
a supplemental indenture (each, a "Supplemental Indenture," and
collectively, the "Supplemental Indentures") to the 2027 Indenture
or the 2031 Indenture, as applicable, setting forth the applicable
Proposed Amendments.
The Proposed Amendments contained in a Supplemental Indenture
relating to a particular Series of Notes will become operative on
the date the Consent Fee relating to such Series of Notes is paid.
After the Proposed Amendments relating to a particular Series of
Notes become operative, all current Holders of such Series of
Notes, including non-consenting Holders of such Series of Notes,
and all subsequent Holders of such Series of Notes, will be bound
by the relevant Proposed Amendments to the Indenture. The Company
considers the solicitation of Consents of the Holders of the 2027
Notes and the 2031 Notes as a separate Consent Solicitation and
each Consent Solicitation may be individually consummated, amended,
extended or terminated, and a Holder of both Series of Notes may
elect, at its sole discretion, to consent to the Proposed
Amendments with respect to only one such Series of Notes without
consenting to the Proposed Amendments with respect to the other
Series of Notes.
ArcLight will, substantially concurrent with the closing of the
Transaction, pay the Consent Fee relating to the applicable Series
of Notes to each holder of such Series of Notes who validly
consented and did not revoke their consent on or prior to the
Consent Date, subject to satisfaction or waiver of all of the
conditions set forth in the Consent Solicitation Statement,
including the closing of the Transaction and the Cross-Condition
(as defined in the Consent Solicitation Statement).
No Consent Fee will be paid in connection with a Consent
Solicitation if the Requisite Consents relating to the applicable
Series of Notes are not received, if such Consent Solicitation is
terminated for any reason or if one of the conditions described in
the Consent Solicitation Statement, including the closing of the
Transaction or the Cross-Condition, is not satisfied or waived. The
Company reserves the right to terminate, withdraw or amend any
Consent Solicitation at any time and from time to time.
If the Requisite Consents relating to a particular Series of
Notes are not received, the Company intends to terminate the
Consent Solicitation relating to such Series of Notes and, in such
case, the Company would, in the event of a "Change of Control
Triggering Event" with respect to such Series of Notes, conduct a
"Change of Control Offer" with respect to such Series of Notes in
accordance with the terms and conditions of the applicable
Indenture, if required by such Indenture.
This announcement does not constitute an offer to sell any
securities or the solicitation of an offer to purchase any
securities. Each Consent Solicitation is being made only pursuant
to the Consent Solicitation Statement dated March 31, 2025. The Consent Solicitations are not
being made to Holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
any Consent Solicitation to be made by a licensed broker or dealer,
such Consent Solicitation will be deemed to be made on behalf of
the Company by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
Barclays Capital Inc. is acting as the sole solicitation agent
(in such capacity, the "Solicitation Agent") for the Consent
Solicitations. Global Bondholder Services Corporation is acting as
the information, tabulation and paying agent for the Consent
Solicitations.
Requests for the Consent Solicitation Statement may be directed
to Global Bondholder Services Corporation at (212) 430-3774 (for
brokers and banks) or (855) 654-2014 (toll free).
Questions or requests for assistance in relation to the Consent
Solicitations may be directed to Barclays Capital Inc. at (800)
438-3242 (toll free) or (212) 528-7581 (collect).
About the Company
NGPL PipeCo LLC (the "Company") is a Delaware limited liability company and issuer
of each Series of Notes. Natural Gas Pipeline Company of America
LLC, an indirectly wholly owned subsidiary of the Company ("OpCo"),
is the largest transporter of natural gas into the high-demand
Chicago-area market as well as one
of the largest interstate pipeline systems in the country. It is
also a major transporter of natural gas to large liquefied natural
gas export facilities and other markets located on the Texas and Louisiana Gulf Coast. OpCo has
approximately 9,100 miles of pipeline, more than 1 million
compression horsepower and 288 billion cubic feet of working
natural gas storage. OpCo provides its customers access to all
major natural gas supply basins directly and through its numerous
interconnects with intrastate and interstate pipeline systems.
About ArcLight Capital Partners, LLC
ArcLight is a leading infrastructure investor which has been
investing in critical electrification infrastructure since its
founding in 2001. ArcLight has owned, controlled or operated
over ~65 GW of assets and 47,000 miles of electric and gas
transmission and storage infrastructure representing $80 billion of enterprise value. ArcLight has a
long and proven track record of value-added investing across its
core investment sectors including power, hydro, solar, wind,
battery storage, electric transmission and natural gas transmission
and storage infrastructure to support the growing need for power,
reliability, security, and sustainability. ArcLight's team employs
an operationally intensive investment approach that benefits from
its dedicated in-house strategic, technical, operational, and
commercial specialists, as well as the firm's ~1,900-person asset
management partner. For more information, please visit
www.arclight.com.
About Kinder
Morgan, Inc.
Kinder Morgan,
Inc. (NYSE: KMI) is one of the largest energy infrastructure
companies in North America. Access
to reliable, affordable energy is a critical component for
improving lives around the world. We are committed to providing
energy transportation and storage services in a safe, efficient and
environmentally responsible manner for the benefit of the people,
communities and businesses we serve. We own an interest in or
operate approximately 79,000 miles of pipelines, 139 terminals, 704
Bcf of working natural gas storage capacity and have renewable
natural gas production capacity of approximately 6.1 Bcf per year
with an additional 0.8 Bcf in development. Our pipelines transport
natural gas, refined petroleum products, crude oil, condensate,
CO2, renewable fuels and other products, and our terminals store
and handle various commodities including gasoline, diesel fuel, jet
fuel, chemicals, metals, petroleum coke, and ethanol and other
renewable fuels and feedstocks. Learn more about our work advancing
energy solutions on the lower carbon initiatives page at
http://www.kindermorgan.com/.
Forward-Looking Statements
This news release includes forward-looking statements.
Generally, the words "expects," "believes," anticipates," "plans,"
"will," "would," "shall," "estimates," and similar expressions
identify forward-looking statements, which are generally not
historical in nature. Forward-looking statements in this news
release include express or implied statements concerning the
expected ratings of the Notes, whether in connection with the
Transaction or otherwise, and the Transaction, including the
parties' ability to satisfy customary conditions to closing and the
anticipated timing of closing. Forward-looking statements are
subject to risks and uncertainties and are based on the beliefs and
assumptions of management, based on information currently available
to them. Although the Company believes that these forward-looking
statements are based on reasonable assumptions, it can give no
assurance as to when or if any forward-looking statements will
materialize. Important factors that could cause actual results to
differ materially from those expressed in or implied by these
forward-looking statements include the ability of the parties to
satisfy customary conditions to closing of the transaction.
Forward-looking statements speak only as of the date they were
made, and except to the extent required by law, the Company
undertakes no obligation to update any forward-looking statement
because of new information, future events or other factors. Because
of these risks and uncertainties, readers should not place undue
reliance on forward-looking statements.
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SOURCE NGPL PipeCo LLC
