Business Context and Reporting Period
This Form 8-K is a current report filed by Kinder Morgan, Inc. on October 23, 2018. The filing addresses a specific corporate event regarding the mandatory conversion of the Company's 9.75% Series A Mandatory Convertible Preferred Stock.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The document focuses exclusively on capital structure changes and dividend distributions.
Material Changes
- Preferred Stock Conversion: On October 26, 2018, all outstanding shares of the 9.75% Series A Mandatory Convertible Preferred Stock will convert into common stock.
- Conversion Rate: The conversion rate is 36.2840 shares of common stock per share of preferred stock (or 1.8142 shares of common stock per depository share).
- Share Issuance: The conversion will result in the issuance of approximately 58 million shares of common stock.
- Fractional Shares: Cash will be paid in lieu of fractional shares of common stock.
Dividends and Management Commentary
- Final Preferred Dividend: The final dividend on the preferred stock will be paid on October 26, 2018, to holders of record as of October 11, 2018.
- Common Stock Dividend: The Board of Directors approved a cash dividend of $0.20 per share of common stock, payable on November 15, 2018, to holders of record as of October 31, 2018.
- Eligibility: Holders of record of depositary shares as of October 11, 2018, who remain holders of record of common stock as of October 31, 2018, will receive both the final preferred dividend and the common stock dividend.
- Shareholder Action: No action is required by holders of depositary shares for the conversion to occur.
Investor Verification Checklist
- Verify the record date of October 11, 2018, for eligibility for the final preferred dividend.
- Confirm the record date of October 31, 2018, for eligibility for the $0.20 common stock dividend.
- Monitor the issuance of approximately 58 million new common shares on October 26, 2018, for potential dilution impact.
- Check for cash payments in lieu of fractional shares if holding a number of depositary shares that does not result in a whole number of common shares.