Kinder Morgan investors approve $44 bn deal to put pipelines under Kinder Morgan Inc.
Dec 11, 2014
Kinder Morgan’s diverse base of investors approved on Thursday a $44 billion deal to bring four related pipeline companies under the roof of Kinder Morgan Inc. The approval of the deal heralds the official beginning of a new era for Houston-based Kinder Morgan, which has evolved into the largest midstream company and the third largest energy company in North America by enterprise value since it was formed in 1997. The final day of trading for the three related companies, Kinder Morgan Energy Partners LP, El Paso Pipeline Partners LP and Kinder Morgan Management LLC, is expected to be Nov. 26 when the deal closes.
The merger is expected to rank at closing as the second-largest energy deal and 16th-largest acquisition overall in U.S. history, according to data compiled by Bloomberg. When the deal is closed, Kinder Morgan Inc. will have bought all of the outstanding units of the master limited partnerships Kinder Morgan Energy Partners and El Paso Pipeline Partners as well as all the outstanding shares of Kinder Morgan Management. The new resulting company will no longer be structured as a master limited partnership.Master limited partnerships are tax-advantaged corporate structures that pass most of their cash flow on to investors, called unitholders. The structure is popular in the midstream oil and gas sector where consistent cash flow makes distributions to unitholders more secure.
But in Kinder Morgan’s view, the master limited partnership structure required Kinder Morgan Energy Partners and El Paso Pipeline Partners — the companies tasked with actually operating the pipelines — to transfer too much of its cash flow to the top level of the corporate structure.
“We’ve gotten to a size where our incentive distribution rights at the parent take up a very large portion of the cash flow” coming out of the two pipeline operators, Kinder said in an August interview with Fuel Fix after the deal was announced. After the merger, “everything will be tethered into one melting pot that’s going to produce dramatically increased dividends and a faster growth rate.”
Kinder Morgan has also said that the deal will simplify its credit rating process and lower its cost of capital.
The ultimate bottom line, the company said, is that dividends will increase at a faster rate. Kinder Morgan has projected that the new Kinder Morgan Inc.’s dividend will increase by as much as 10 percent per year between 2015 to 2020.
The transaction wasn’t without naysayers. In November, a Delaware judge refused to grant a relatively small group of investors’ request to put the deal on hold.
So far, the broader market has liked the deal. Kinder Morgan Inc.’s stock has jumped from around $36.10 just before the merger was announced in early August to near $41.20 as of Nov. 20.
That has meant large gains for Kinder Morgan’s investors, the largest of whom is Chairman and CEO Richard Kinder himself. Kinder owned about 23.6 percent of the common equity of Kinder Morgan Inc., or about 243 million shares.
After the deal is completed, Kinder’s personal ownership will be diluted as more shareholders are added. In an official video discussing the deal Kinder says he firmly believes the merger will add value.
“I own 23 percent of the company. I’m seeing my share go down to 11 percent,” he said. “I can assure I would not do this if I didn’t believe that it would deliver tremendous value to the shareholders of this company.”
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