Business Context and Reporting Period
This Form 8-K, dated February 28, 2012, is filed by Kinder Morgan, Inc. (KMI) to disclose unaudited pro forma condensed combined financial information regarding its proposed merger with El Paso Corporation (EP). The filing references a Merger Agreement entered into on October 16, 2011, under which EP will become a wholly owned subsidiary of KMI. The pro forma data reflects the combined entity as of and for the year ended December 31, 2011.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it serves as a cover document incorporating "Exhibit 99.1," which contains the unaudited pro forma condensed combined financial information. Investors must refer to the attached exhibit for quantitative data.
Material Changes and Transaction Status
The primary material event is the proposed acquisition of El Paso Corporation by Kinder Morgan, Inc. The transaction remains subject to:
- Approval by the stockholders of both KMI and EP.
- Satisfaction or waiver of other closing conditions specified in the Merger Agreement.
The SEC declared the Registration Statement on Form S-4 effective on January 30, 2012, and definitive proxy materials were mailed to shareholders on or about January 31, 2012.
Guidance, Risks, and Contingencies
The document includes a "Safe Harbor" for forward-looking statements, noting that actual results may differ materially due to various risks. Key contingencies and risks identified include:
- Failure to obtain requisite regulatory and shareholder approvals.
- Unavailability of financing on agreed terms.
- Inability to consummate the sale of EP's exploration and production assets.
- Challenges in integrating EP's operations and employees.
- Failure to realize anticipated synergies and cost savings.
- Market conditions, including commodity price changes, interest rates, and economic stability.
Management disclaims any obligation to update forward-looking statements unless required by law.
Investor Verification Checklist
- Verify the specific pro forma financial figures in Exhibit 99.1, as they are not listed in the main text.
- Confirm the status of shareholder votes for both KMI and EP.
- Review the definitive Information Statement/Proxy Statement/Prospectus filed on Form S-4 for detailed transaction terms.
- Monitor regulatory approval status and the satisfaction of closing conditions.
- Assess the progress of the planned sale of EP's exploration and production assets.