Business Context and Reporting Period
This Form 8-K Current Report was filed by Kinder Morgan, Inc. on October 12, 2012. The filing discloses a significant corporate event under Item 7.01 (Regulation FD Disclosure) regarding a secondary public offering of Class P common stock.
Key Financial Metrics
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a share sale by existing investors.
- Shares Offered: 69,296,921 shares of Class P common stock.
- Offering Price: $34.15 per share.
- Proceeds to Company: $0 (Kinder Morgan will not receive any proceeds).
- Underwriter: Barclays.
- Expected Settlement Date: October 17, 2012.
Material Changes
The material change disclosed is the divestiture of holdings by major investment funds. Investment funds affiliated with Goldman, Sachs & Co., The Carlyle Group, and Riverstone Holdings LLC (collectively, the "Selling Stockholders") are selling all of their holdings of KMI common stock in this offering. Neither Kinder Morgan nor its management is selling shares in this transaction.
Guidance, Outlook, and Risks
The filing contains no specific financial guidance or management commentary regarding future operational performance. It includes a standard disclaimer regarding forward-looking statements, noting that actual results may differ materially from expectations due to various factors enumerated in other SEC filings. The document also states that the offering is not an offer to sell securities in jurisdictions where such an offer would be unlawful prior to registration.
Investor Verification Checklist
- Verify the final settlement of the 69,296,921 shares on or around October 17, 2012.
- Confirm the total proceeds received by the Selling Stockholders (Goldman Sachs, Carlyle Group, Riverstone Holdings).
- Review the updated ownership structure of Kinder Morgan, Inc. post-offering to assess changes in major shareholder concentration.
- Check subsequent filings for any impact on the company's capital structure or stock price volatility resulting from this secondary offering.