Press release from Business Wire
Kinder Morgan and El Paso Announce Tentative Election Deadline of May 23, 2012
Monday, April 16, 2012
Kinder Morgan and El Paso Announce Tentative Election Deadline of May 23, 201209:00 EDT Monday, April 16, 2012
HOUSTON (Business Wire) -- Kinder Morgan, Inc. (NYSE: KMI) and El Paso Corporation (NYSE: EP) today
announced that the tentative deadline for El Paso shareholders and
equity award holders to elect the form of consideration they wish to
receive in El Paso's pending merger with Kinder Morgan is 5:00 p.m., New
York City time, on May 23, 2012. The election deadline may be extended,
in which case Kinder Morgan will issue a press release announcing the
new election deadline. The closing of the merger is expected to occur by
the end of May, subject to regulatory approval. 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. 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
should carefully read all the election materials provided to them before
making their election. Shareholders 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.
Kinder Morgan, Inc.Larry Pierce, (713) 369-9407Media
RelationsorMindy Mills Thornock, (713) 369-9490Investor
RelationsorEl Paso CorporationBruce Connery, (713)
420-5855Media RelationsorRichard Wheatley, (713)
420-6828Media RelationsorBruce Connery, (713) 420-5855Investor
RelationsorBill Baerg, (713) 420-2906Investor Relations
