Barclays Investment Banking Pitch Book
Approach to Analysis
Key considerations
• The proposed transactions represent a unique value proposition for KMI's shareholders
• Relative valuation of the various counterparties and their publicly listed equity securities is less relevant in this transaction
because KMI already owns the GP interests (control) and significant LP interests in the target companies
. Currently, KMI is valued based on the distributions KMI receives from its GP and LP interests in KMP/KMR and EPB, both
of which are in the high splits of their incentive distribution rights (IDRs")
. The underlying portfolio of assets at KMP/KMR and EPB will be unaffected by the transaction
.
Fairness Opinion Analysis
Pro forma for the transaction, KMI will own 100% of the KMP/KMR and EPB equity, and KMI will acquire significant
positive financial attributes (including a tax basis step-up of the assets at KMP and EPB on the percentage that is not
already owned by KMI)
. Further, KMP and EPB (as MLPs) have historically been valued on a pre-tax basis, whereas KMI has been valued on an
after-tax basis
• Accordingly, Barclays has not performed relative valuation analysis of KMI versus KMP/KMR and EPB
• Instead, for fairness opinion purposes, Barclays has analyzed the value of the transaction to KMI by comparing the change in
after-tax cash flows to KMI
. This methodology is consistent with the way in which KMI's management and Board view the transactions
• The following methodologies and their impact to KMI shareholders were analyzed:
▪ Premiums paid analysis in precedent MLP mergers
. Accretion / dilution (to dividends per share)
Discounted cash flow (dividend distribution) under status quo versus pro forma for the transactions
BARCLAYS
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