Attached files
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EX-1.1 - EX-1.1 - KINDER MORGAN ENERGY PARTNERS L P | h80087exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2011
KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
1-11234 (Commission File Number) |
76-0380342 (I.R.S. Employer Identification No.) |
500 Dallas Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-369-9000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
On February 25, 2011, Kinder Morgan Energy Partners, L.P. (the Partnership) entered into a
Second Amended and Restated Equity Distribution Agreement (the Agreement) with UBS Securities LLC
(UBS). The Agreement amends and restates the Amended and Restated Equity Distribution Agreement,
dated October 1, 2009 (the Previous Agreement), between the Partnership and UBS. Pursuant to the
terms of the Agreement, the Partnership may sell from time to time through UBS, as the
Partnerships sales agent, the Partnerships common units representing limited partner interests
having an aggregate offering price of up to $600 million in addition to the common units under the
Previous Agreement that remain unsold (collectively, the Units). Common units having an
aggregate offering price of approximately $38.6 million remain unsold pursuant to the terms of the
Previous Agreement. Therefore, common units having an aggregate offering price of up to
approximately $638.6 million may be sold pursuant to the terms of the Agreement. Sales of the
Units, if any, will be made by means of ordinary brokers transactions on the New York Stock
Exchange at market prices, in block transactions or as otherwise agreed between the Partnership and
UBS.
Under the terms of the Agreement, the Partnership may also sell Units from time to time to UBS
as principal for its own account at a price to be agreed upon at the time of sale. Any sale of
Units to UBS as principal would be pursuant to the terms of a separate terms agreement between the
Partnership and UBS.
The Units will be issued pursuant to the Partnerships shelf registration statement (the
Registration Statement) on Form S-3 (File No. 333-171864).
The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and this description
of the Agreement is qualified in its entirety by reference to such exhibit. The Agreement is also
filed with reference to, and is incorporated by reference into, the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 | Second Amended and Restated Equity Distribution Agreement, dated February 25,
2011, between Kinder Morgan Energy Partners, L.P. and UBS Securities LLC. |
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KINDER MORGAN ENERGY PARTNERS, L.P. |
||||
By: | KINDER MORGAN G.P., INC., | |||
its general partner | ||||
By: | KINDER MORGAN MANAGEMENT, LLC, its delegate |
Dated: February 25, 2011 | By: | /s/ Kimberly A. Dang | ||
Kimberly A. Dang | ||||
Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
1.1 | Second Amended and Restated Equity Distribution Agreement, dated
February 25, 2011, between Kinder Morgan Energy Partners, L.P.
and UBS Securities LLC |