Business Context and Reporting Period
Company: Kinder Morgan, Inc. (KMI)
Filing Type: Form 8-K (Current Report)
Date of Report: October 11, 2012
Event: Regulation FD Disclosure regarding a secondary offering of Class P common stock by certain selling stockholders.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document is a disclosure of a capital market transaction involving existing shareholders.
Material Changes
Secondary Offering: Certain stockholders (the "Selling Stockholders") are commencing an underwritten public offering of 69,296,921 shares of KMI Class P common stock.
Proceeds: Neither KMI nor its management is selling shares in this offering. KMI will not receive any proceeds from the sale of these shares by the Selling Stockholders.
Underwriter: Barclays is acting as the underwriter for the offering.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the Selling Stockholders are expected to sell all of their holdings of KMI common stock in this offering.
Risks and Contingencies: The communication explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy shares in any jurisdiction where such offer would be unlawful prior to registration. The offering may be made only by means of a prospectus supplement and accompanying base prospectus.
Investor Verification Checklist
- Verify the final offering price and total proceeds received by the Selling Stockholders in the prospectus supplement.
- Confirm the identity of the Selling Stockholders and the percentage of total outstanding shares they represent.
- Review the base prospectus (File No. 333-179812) for details on the registration statement.
- Monitor for any dilution impact on existing shareholders resulting from the issuance of 69,296,921 new shares.