Business Context and Reporting Period
This Form 8-K Current Report was filed by Kinder Morgan, Inc. on June 6, 2012, regarding an event occurring on that date. The report details the entry into a Material Definitive Agreement involving an underwriting transaction for the sale of Class P common stock by selling stockholders, not the corporation itself.
Key Financial Metrics
- Transaction Proceeds: Approximately $1,998.99 million in net proceeds were received by the Selling Stockholders after underwriting discounts.
- Shares Sold: 63,000,000 shares of Class P common stock.
- Corporate Proceeds: $0. The Corporation did not receive any proceeds from this offering.
- Revenue, Profit, Cash Flow, Debt, Liquidity: The filing text does not provide a clear value for these operational financial metrics as this is a transaction-specific report, not a periodic financial statement.
Material Changes
The primary material change is the reduction of equity held by specific Selling Stockholders through the sale of 63,000,000 shares. The closing of this sale occurred on June 11, 2012. There is no indication of a change in the Corporation's capital structure or debt levels resulting from this transaction, as the company did not issue new shares or receive funds.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of future risks related to operations. It includes standard legal disclaimers noting that representations and warranties in the Underwriting Agreement were made solely for the benefit of the contracting parties and should not be relied upon by investors as characterizations of the Corporation's actual state of facts. The Underwriter, Barclays Capital Inc., and its affiliates provide various financial services to the Corporation in the ordinary course of business.
Investor Verification Checklist
- Verify that the Corporation received no proceeds from the $1,998.99 million transaction.
- Confirm the identity of the Selling Stockholders listed in Schedule II of the Underwriting Agreement.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific covenants and indemnification terms.
- Check subsequent filings for any impact on the total outstanding share count of Class P common stock.