8-K

UNITED STATES

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

Date of Report (Date of earliest event reported):  April 13, 2010

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)

713-369-9000

(Registrant’s 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 8.01.  Other Events.

On April 13, 2010, Kinder Morgan Energy Partners, L.P. issued a press release announcing that KM Gathering LLC (“Kinder Morgan Gathering”), an affiliate of Kinder Morgan Energy Partners, L.P., and Hawk Field Services, LLC (“HFS”), a wholly owned subsidiary of Petrohawk Energy Corporation (collectively with HFS, “PetroHawk”), each entered into an agreement relating to a new joint venture arrangement. The joint venture arrangement will be operated through a newly formed joint venture entity, KinderHawk Field Services LLC (“KinderHawk”), and will be dedicated to engaging in the natural gas midstream business in and around the Haynesville Shale formation of northwest Louisiana. Pursuant to the agreement, PetroHawk will convey to KinderHawk its Haynesville Shale gathering and treating business, and Kinder Morgan Gathering will contribute $875 million in cash to KinderHawk, subject to certain adjustments. Each of PetroHawk and Kinder Morgan Gathering will own a 50% membership interest in KinderHawk. The joint venture will have an economic effective date of January 1, 2010, and PetroHawk will continue to operate the business during a transition period, after which KinderHawk will assume operations. KinderHawk will be staffed with experienced personnel which may include personnel from both PetroHawk and Kinder Morgan Gathering.

Consummation of the transactions contemplated by the Contribution Agreement is conditioned on the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of certain third party contractual consents and amendment of various third party contracts and other closing conditions.

A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated in this Item 8.01 by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

99.1 Press release of Kinder Morgan Energy Partners, L.P., dated April 13, 2010.

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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: April 16, 2010	By:	/s/ Joseph Listengart
		Joseph Listengart Vice President and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Kinder Morgan Energy Partners, L.P., dated April 13, 2010.

EX-99.1

Exhibit 99.1

Larry Pierce Media Relations (713) 369-9407 Mindy Mills Investor Relations (713) 369-9490 www.kindermorgan.com

KINDER MORGAN TO PURCHASE 50% OF HAYNESVILLE SHALE

MIDSTREAM OPERATIONS FOR $875 MILLION

Joint Venture with Petrohawk Creates Leading

Midstream System in the Haynesville Shale

HOUSTON, April 13, 2010 – Kinder Morgan Energy Partners, L.P. (NYSE: KMP) today announced it has entered into a definitive agreement to purchase a 50 percent interest in Petrohawk Energy Corporation’s (NYSE: HK) natural gas gathering and treating business in the Haynesville Shale for $875 million in cash.  The transaction will create the largest gathering and midstream business in the Haynesville Shale of northwest Louisiana.  The assets consist of more than 170 miles of pipeline currently in service, which is expected to increase to about 375 miles of pipeline with projected throughput of over 800 million cubic feet per day by year-end 2010.  Additionally, the system’s amine treating plants have a projected capacity of approximately 2,635 gallons per minute by year end.

“We are delighted to gain entry into one of the largest onshore natural gas fields in the United States by partnering with Petrohawk, a strong E&P operator with superb fee-based gathering and treating assets in the Haynesville Shale,” said Kinder Morgan Chairman and CEO Richard D. Kinder.  “We anticipate this joint venture will generate substantial future growth opportunities as additional development continues in the Haynesville Shale both from Petrohawk and third-party producers.”

Petrohawk will continue to operate the business during a short transition period, after which a new company, KinderHawk Field Services LLC, owned 50/50 by Petrohawk and Kinder Morgan, will assume operations.  The joint venture has received a life of lease dedication to transport and treat all of Petrohawk’s operated Haynesville and Bossier Shale production in Louisiana at agreed upon rates, as well as minimum volume commitments from Petrohawk for

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KMP – Petrohawk   Page 2  

the first five years.  The new company, which will be staffed with experienced personnel from both companies, will also focus on providing firm service to third-party shippers.  The venture ultimately is expected to have approximately 2 billion cubic feet per day of mainline throughput capacity, which will make it one of the largest gathering and treating systems in the United States.

The transaction will not have an impact on KMP’s distribution in 2010.  It is expected to be accretive to cash available to unitholders beginning in 2011 and significantly accretive thereafter.  The general partner of KMP has agreed not to take incentive distributions related to this transaction through year-end 2011.  The transaction is subject to customary closing conditions and is expected to be completed by the end of May 2010.

Kinder Morgan Energy Partners, L.P. (NYSE: KMP) is a leading pipeline transportation and energy storage company in North America.  KMP owns an interest in or operates approximately 28,000 miles of pipelines and 180 terminals.  Its pipelines transport natural gas, gasoline, crude oil, CO2 and other products, and its terminals store petroleum products and chemicals and handle bulk materials like coal and petroleum coke.  KMP is also the leading provider of CO2 for enhanced oil recovery projects in North America.  One of the largest publicly traded pipeline limited partnerships in America, KMP has an enterprise value of a pproximately $30 billion.  The general partner of KMP is owned by Kinder Morgan, Inc., a private company.  For more information please visit www.kindermorgan.com.

Please join Kinder Morgan at 10 a.m. Eastern Time on Tuesday, April 13, 2010, at www.kindermorgan.com for a LIVE webcast conference call to discuss this major acquisition and strategic joint venture.

This news release includes forward-looking statements.  Although Kinder Morgan believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize.  Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in Kinder Morgan’s Forms 10-K and 10-Q as filed with the Securities and Exchange Commission.

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