Kinder Morgan Inc., (KMI) Kinder Morgan Energy Partners LP (KMP) and El Paso Pipeline Partners LP (EPB) announced the preliminary results of the elections made by KMP and EPB unitholders regarding their preference as to the form of merger consideration they will receive.
KMP and EPB unitholders had the option to elect, for each KMP or EPB common unit held, either cash, KMI common stock, or a combination of cash and KMI common stock. For both KMP and EPB unitholders, the all-cash and all-stock elections are subject to proration.
The preliminary merger consideration election results for KMP were as follows:
- Holders of about 61.3% of the outstanding KMP common units, or 186,390,655 KMP common units, made a KMP Stock Election (including elections with respect to 29,540,534 units made pursuant to the notice of guaranteed delivery procedure);
- Holders of about 0.9% of the outstanding KMP common units, or 2,868,326 KMP common units, made a KMP Cash Election (including elections with respect to 45,689 units made pursuant to the notice of guaranteed delivery procedure);
- Holders of about 10.1% of the outstanding KMP common units, or 30,593,050 KMP common units, made a KMP Mixed Election (including elections with respect to 612,506 units made pursuant to the notice of guaranteed delivery procedure); and
- Holders of about 27.7% of the outstanding KMP common units, or 84,100,499 KMP common units, did not make a valid election or did not deliver a valid election form prior to the Election Deadline and, therefore, are deemed to have made a KMP Mixed Election.
Preliminary merger consideration election results for EPB unitholders were:
- Holders of about 69.5% of the outstanding EPB common units, or 98,907,908 EPB common units, made an EPB Stock Election (including elections with respect to 20,218,478 units made pursuant to the notice of guaranteed delivery procedure);
- Holders of about 7.9% of the outstanding EPB common units, or 11,212,278 EPB common units, made an EPB Cash Election;
- Holders of about 9.7% of the outstanding EPB common units, or 13,772,542 EPB common units, made an EPB Mixed Election (including elections with respect to 569,173 units made pursuant to the notice of guaranteed delivery procedure); and
- Holders of about 13.0% of the outstanding EPB common units, or 18,451,467 EPB common units, did not make a valid election or did not deliver a valid election form prior to the Election Deadline and, therefore, are deemed to have made an EPB Mixed Election.
After the final results of the election process are determined, the final allocation of merger consideration will be calculated in accordance with the terms of the merger agreements.
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