Barclays Investment Banking Pitch Book slide image

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 2
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