0001193125-12-060624.txt : 20120214 0001193125-12-060624.hdr.sgml : 20120214 20120214155747 ACCESSION NUMBER: 0001193125-12-060624 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: CARLYLE PARTNERS IV KNIGHT, L.P. GROUP MEMBERS: CP IV COINVESTMENT, L.P. GROUP MEMBERS: TC GROUP IV MANAGING GP, L.L.C. GROUP MEMBERS: TC GROUP IV, L.P. GROUP MEMBERS: TC GROUP, L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN, INC. CENTRAL INDEX KEY: 0001506307 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 260238387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86498 FILM NUMBER: 12609335 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Kinder Morgan Holdco LLC DATE OF NAME CHANGE: 20101122 SC 13G 1 d300016dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

KINDER MORGAN, INC.

(Name of Issuer)

 

 

Class P Common Stock

(Title of Class of Securities)

49456B101

(CUSIP Number)

December 31, 2011

(Date of Event which Requires filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13G    Page 1 of 10

 

CUSIP No. 49456B101  

 

  1   

NAMES OF REPORTING PERSONS

 

TCG Holdings, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    51,246,480

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    51,246,480

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    51,246,480

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    7.2%

12

 

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)


SCHEDULE 13G    Page 2 of 10

 

CUSIP No. 49456B101  

 

  1   

NAMES OF REPORTING PERSONS

 

TC Group, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    51,246,480

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    51,246,480

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    51,246,480

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    7.2%

12

 

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)


SCHEDULE 13G    Page 3 of 10

 

CUSIP No. 49456B101  

 

  1   

NAMES OF REPORTING PERSONS

 

TC Group IV Managing GP, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    51,246,480

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    51,246,480

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    51,246,480

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    7.2%

12

 

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)


SCHEDULE 13G    Page 4 of 10

 

CUSIP No. 49456B101  

 

  1   

NAMES OF REPORTING PERSONS

 

TC Group IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    51,246,480

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    51,246,480

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    51,246,480

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    7.2%

12

 

TYPE OF REPORTING PERSON

 

    PN


SCHEDULE 13G    Page 5 of 10

 

CUSIP No. 49456B101  

 

  1   

NAMES OF REPORTING PERSONS

 

Carlyle Partners IV Knight, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    46,933,698

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    46,933,698

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    46,933,698

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    6.6%

12

 

TYPE OF REPORTING PERSON

 

    PN


SCHEDULE 13G    Page 6 of 10

 

CUSIP No. 49456B101  

 

  1   

NAMES OF REPORTING PERSONS

 

CP IV Coinvestment, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,312,782

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,312,782

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,312,782

10

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    0.6%

12

 

TYPE OF REPORTING PERSON

 

    PN


SCHEDULE 13G    Page 7 of 10

 

ITEM 1.  

(a)

   Name of Issuer:      
     Kinder Morgan, Inc. (the “Issuer”)      
 

(b)

   Address of Issuer’s Principal Executive Offices:      
    

500 Dallas Street, Suite 1000,

Houston, Texas 77002

     
ITEM 2.  

(a)

   Name of Person Filing:      
    

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

TCG Holdings, L.L.C.

TC Group, L.L.C.

TC Group IV Managing GP, L.L.C.

TC Group IV, L.P.

Carlyle Partners IV Knight, L.P.

CP IV Coinvestment, L.P.

 

(b)

   Address or Principal Business Office:      
     The address for each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505.
 

(c)

   Citizenship of each Reporting Person is:      
     Each of the reporting persons is organized in the state of Delaware.      
 

(d)

   Title of Class of Securities:      
     Class P common stock, $0.01 par value (“Common Stock”)      
 

(e)

   CUSIP Number:      
     49456B101      
ITEM 3.     
  Not applicable.      


SCHEDULE 13G    Page 8 of 10

 

ITEM 4.    Ownership      

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2011, assuming that all shares of Class A Common Stock (“Class A Shares”) are fully converted on a one-for-one basis into shares of Common Stock. A holder of Class A Shares may, from time to time prior to a Mandatory Conversion Date (as such term is used and defined in the Issuer’s Certificate of Incorporation (the “Charter”) and which shall be no later than May 31, 2015), elect to convert some or all of its Class A Shares in order to sell the resulting shares of Common Stock to a third party or to make a distribution of such resulting Common Stock to its investors or partners. The Class A Shares also may convert into Common Stock in connection with the occurrence of a Mandatory Conversion Date in accordance with the Charter. The formula for the conversion of Class A Shares into Common Stock, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Charter, filed as Exhibit 3.1 of the Issuer’s Amendment No. 3 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 26, 2011. The percent of class presented below is based upon 170,921,140 shares of Common Stock and 535,972,387 Class A Shares outstanding as of January 20, 2012.

 

Reporting Person   

Amount

beneficially

owned

    

Percent

of class:

    Sole
power
to vote or
direct the
vote:
     Shared
power to
vote or to
direct the
vote:
    

Sole
power to
dispose or
to direct
the
disposition

of:

    

Shared

power to

dispose or

to direct

the

disposition

of:

 

TCG Holdings, L.L.C.

     51,246,480         7.2     0         51,246,480         0         51,246,480   

TC Group, L.L.C.

     51,246,480         7.2     0         51,246,480         0         51,246,480   

TC Group IV Managing GP, L.L.C.

     51,246,480         7.2     0         51,246,480         0         51,246,480   

TC Group IV, L.P.

     51,246,480         7.2     0         51,246,480         0         51,246,480   

Carlyle Partners IV Knight, L.P.

     46,933,698         6.6     0         46,933,698         0         46,933,698   

CP IV Coinvestment, L.P.

     4,312,782         0.6     0         4,312,782         0         4,312,782   

Carlyle Partners IV Knight, L.P. and CP IV Coinvestment, L.P. are the record holders of 46,933,698 and 4,312,782 Class A Shares of the Issuer, respectively. TCG Holdings, L.L.C. exercises investment discretion and control over the shares held by each of Carlyle Partners IV Knight, L.P. and CP IV Coinvestment, L.P. through its indirect subsidiary, TC Group IV, L.P., which is the general partner of each of Carlyle Partners IV Knight, L.P. and CP IV Coinvestment, L.P. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the managing member of TC Group IV Managing GP, L.L.C. TC Group IV Managing GP, L.L.C. is the general partner of TC Group IV, L.P. By virtue of these relationships, each of TCG Holdings, L.L.C., TC Group, L.L.C., TC Group IV Managing GP, L.L.C. and TC Group IV, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Carlyle Partners IV Knight, L.P. and CP IV Coinvestment, L.P.

TCG Holdings L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the Board. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the members of the TCG Holdings, L.L.C. managing board, may be deemed to share beneficial ownership of the shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.

The Reporting Persons are, along with Richard D. Kinder, certain other shareholders and investment funds affiliated with each of Goldman, Sachs & Co., Highstar Capital LP, and Riverstone Holdings, LLC, each party to a shareholders agreement (the “Shareholders Agreement”) which requires each of them to vote together in respect of the selection of certain directors and certain other stockholder actions, and also contains certain provisions regarding transfer restrictions with respect to the securities owned by the parties thereto. The parties to the Shareholders Agreement may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock owned by any person other than such Reporting Person.

 

ITEM 5.    Ownership of Five Percent or Less of a Class   
   Not applicable.   
ITEM 6.    Ownership of More than Five Percent on Behalf of Another Person      
   Not applicable.      
ITEM 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   Not applicable
ITEM 8.    Identification and Classification of Members of the Group      
   Not applicable.      
ITEM 9.    Notice of Dissolution of Group      
   Not applicable.      
ITEM 10.    Certification      
   Not applicable.      


SCHEDULE 13G    Page 9 of 10

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2012

 

TCG Holdings, L.L.C.

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
TC GROUP, L.L.C.
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
TC GROUP IV MANAGING GP, L.L.C.
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
TC GROUP IV, L.P.
by: TC Group IV Managing GP, L.L.C., its General Partner
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director


SCHEDULE 13G    Page 10 of 10

 

CARLYLE PARTNERS IV KNIGHT, L.P.
by: TC Group IV, L.P., its General Partner
by: TC Group IV Managing GP, L.L.C., its General Partner
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
CP IV COINVESTMENT, L.P.
by: TC Group IV, L.P., its General Partner
by: TC Group IV Managing GP, L.L.C., its General Partner
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

24    Power of Attorney
99    Joint Filing Agreement
EX-24 2 d300016dex24.htm POWER OF ATTORNEY Power of Attorney

Exhibit 24

POWER OF ATTORNEY

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, David Willich, Glen Goold, Orit Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, Katey Bogue, James Sloan, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;

(2) prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Managing Director, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of each Carlyle Company which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

For purposes hereof, the “Carlyle Companies” shall consist of: (i) TWC Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited partnership; (ii) their respective owners, including without limitation TCG Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman, L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a Delaware limited partnership, TCG Holdings Cayman II, L.P., a Cayman Islands exempted limited partnership, TCG Employee Co., L.L.C., a Delaware limited liability company, Carlyle Offshore Partners II, Ltd., a Cayman Islands exempted company with limited liability, Carlyle Offshore Partners II Holdings, Ltd., a Cayman Islands exempted company with limited liability, DBD Investors V, L.L.C., a Delaware limited liability company, DBD Investors V Holdings, L.L.C., a Delaware limited liability company, DBD Cayman, Ltd., a Cayman Islands exempted company with limited liability and DBD Cayman Holdings, Ltd., a Cayman Islands exempted company with limited liability; and (iii) the subsidiaries and affiliates of the foregoing in clauses (i) and (ii), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2011.

 

/s/ David M. Rubenstein

Name: David M. Rubenstein
EX-99 3 d300016dex99.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Kinder Morgan, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2012.

 

TCG Holdings, L.L.C.

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
TC GROUP, L.L.C.
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
TC GROUP IV MANAGING GP, L.L.C.
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
TC GROUP IV, L.P.
by: TC Group IV Managing GP, L.L.C., its General Partner
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director


CARLYLE PARTNERS IV KNIGHT, L.P.
by: TC Group IV, L.P., its General Partner
by: TC Group IV Managing GP, L.L.C., its General Partner
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director
CP IV COINVESTMENT, L.P.
by: TC Group IV, L.P., its General Partner
by: TC Group IV Managing GP, L.L.C., its General Partner
by: TC Group, L.L.C., its Managing Member
by: TCG Holdings, L.L.C., its Managing Member

by: /s/ Jeremy W. Anderson, attorney-in-fact

Name: David M. Rubenstein
Title: Managing Director