Business Context and Reporting Period
This Form 8-K Current Report was filed by Kinder Morgan, Inc. on October 12, 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.
Key Financial Metrics
- Transaction Proceeds: Approximately $2,349.2 million in net proceeds were generated from the sale of shares.
- Shares Sold: An aggregate of 69,296,921 shares of Class P common stock were sold.
- Corporate Receipt: The Corporation received $0 from this offering; all proceeds went to the Selling Stockholders.
- Revenue, Profit, and Debt: The filing text does not provide a clear value for the company's overall revenue, profit, cash flow, margins, or debt levels.
Material Changes
The primary material change reported is the execution of an Underwriting Agreement with Barclays Capital Inc. on October 12, 2012, facilitating the sale of shares by Selling Stockholders. The closing of this sale occurred on October 17, 2012. This transaction represents a change in the ownership structure of the Selling Stockholders rather than a change in the Corporation's operational financials.
Guidance, Outlook, and Risks
The filing does not contain management guidance, future outlook, or specific risk factors related to the company's 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 document explicitly states it is not intended to provide factual information about the Corporation beyond the terms of the agreement.
Investor Verification Checklist
- Verify the identity of the "Selling Stockholders" listed on Schedule II to the Underwriting Agreement to understand the source of the shares sold.
- Confirm that the Corporation received no proceeds from this specific offering, as the transaction was a secondary sale by existing shareholders.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific indemnification and contribution provisions.
- Check subsequent filings for any impact on the company's capital structure or share count resulting from this transaction.