Barclays Investment Banking Pitch Book
Overview of the Proposed Transaction
Summary Terms
Merger
Consideration
Anticipated Timing
Structure
Pro Forma Diluted
Ownership of KMI
Governance
Conditions
Fairness Opinion Analysis
• "Merger Consideration applicable to common units and shares not owned by KMI in the following entities:
KMP Each KMP common unit will receive (1) 2.1931 shares of KMI common stock and (ii) $10.77 in cash,
implying $89.98 per unit, represents a 12.0% premium to $80.34 closing price on 8/8/2014
. KMR
Each KMR common share will receive 2.4849 shares of KMI common stock, implying $89.75 per
share, represents a 16.5% premium to $77.02 closing price on 8/8/2014
. EPB
Each EPB common unit will receive () 0.9451 shares of KMI common stock and (ii) $4.65 in cash,
implying $38.79 per unit, represents a 15.4% premium to $33.60 closing price on 8/8/2014
BARCLAYS
Targeted announcement- August 11, 2014
Expected closing of the three mergers - Q4'14
Anticipate concurrent announcement of the three mergers
-88% stock / -12% cash for KMP and EPB, 100% stock for KMR
One-step, reverse triangular merger
Plan of reorganization for tax purposes
KMI: -48%, KMP: -32% , EPB: -6%, KMR: -14%
KMI management will remain unchanged, KMI's Board of Directors may increase from 11 to 17 with 3 from KMP and 3
from EPB
KMI executive management will remain unchanged
Shareholder / unitholder approvals at KMI, KMP, EPB and KMR
Rich Kinder, who owns approximately 23% of KMI and will own approximately 11% of the pro forma company, has
agreed to vote in favor of the merger
Board approval at KMI; Special Committee of the Board and Board approvals at KMP, EPB and KMR
Reasonable best efforts in preparation of registration and proxy statements
Substantially concurrent consummation of three mergers pursuant to merger agreements
• No financing conditions
Delivery of certain tax opinions
Hart Scott Rodino and other customary regulatory approvals
Signing of the merger agreements, and consummation of the mergers thereunder, is cross-contingent
Source: Draft merger agreements received August 8, 2014
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