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):  November 13, 2012

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On November 13, 2012, pursuant to two purchase and sale agreements, dated August 17, 2012 (the “Agreements”), between Kinder Morgan Operating L.P. “A” (“OLP-A”), a subsidiary of Kinder Morgan Energy Partners, L.P. (the “Partnership”), and Tallgrass Energy Partners, LP (“Tallgrass”), OLP-A completed the sale to Tallgrass of Kinder Morgan Interstate Gas Transmission, Trailblazer Pipeline Company, the Casper-Douglas natural gas processing and West Frenchie Draw treating facilities in Wyoming and the Partnership’s 50 percent interest in the Rockies Express Pipeline (“REX” and collectively, the “Assets”) for approximately $1.8 billion in cash. Including the proportionate amount of REX debt assumed by Tallgrass, this amount is equivalent to a value of $3.3 billion. In March 2012, Kinder Morgan, Inc., which owns the general partner of the Partnership, announced that it had reached an agreement with the U.S. Federal Trade Commission (the “FTC”) to divest the Assets in order to receive regulatory approval for its proposed acquisition of El Paso Corporation. The closing of the transaction was subject to standard closing conditions, including approval of the FTC, which was received on November 8, 2012.

Item 7.01 Regulation FD Disclosure.

On November 13, 2012, the Partnership issued a press release relating to the closing, which is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release of Kinder Morgan Energy Partners, L.P. issued November 13, 2012.

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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: November 19, 2012				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. issued November 13, 2012.

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EX-99.1

Exhibit 99.1

KMP CLOSES $3.3 BILLION ASSET SALE

WITH TALLGRASS ENERGY PARTNERS

HOUSTON, Nov. 13, 2012 — Kinder Morgan Energy Partners, L.P. (NYSE: KMP), today announced that it has closed the previously announced transaction with Tallgrass Energy Partners, LP (Tallgrass) to sell Kinder Morgan Interstate Gas Transmission (KMIGT), Trailblazer Pipeline Company, the Casper-Douglas natural gas processing and West Frenchie Draw treating facilities in Wyoming, and the company’s 50 percent interest in the Rockies Express Pipeline (REX).  KMP received approximately $1.8 billion in cash from the transaction.  Including the proportionate amount of REX debt, this amount is equivalent to a value of $3.3 billion.  All proceeds will be used to retire debt.

“The employees of the entities being divested truly went the extra mile to get this transaction across the finish line, and I appreciate their diligence and hard work,” said Kinder Morgan Chairman and CEO Richard D. Kinder.  “Furthermore, I want to thank them for their outstanding service as Kinder Morgan employees.”

Tallgrass is owned by The Energy & Minerals Group, Kelso & Company and the management team of Tallgrass, including CEO David G. Dehaemers, Jr.

Kinder Morgan Energy Partners, L.P. (NYSE: KMP) is a leading pipeline transportation and energy storage company and one of the largest publicly traded pipeline limited partnerships in America.  It owns an interest in or operates approximately 53,000 miles of pipelines and 180 terminals.  The general partner of KMP is owned by Kinder Morgan, Inc. (NYSE: KMI).  Kinder Morgan is the largest midstream and the third largest energy company in North America with a combined enterprise value of approximately $100 billion.  It owns an interest in or operates approximately 75,000 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 such products as ethanol, coal, petroleum coke and steel.  KMI owns the general partner interest of KMP and El Paso Pipeline Partners, L.P. (NYSE: EPB), along with

(more)

limited partner interests in KMP, and EPB and shares in Kinder Morgan Management, LLC (NYSE: KMR).  For more information please visit www.kindermorgan.com.

This news release includes forward-looking statements.  These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to them.  Although Kinder Morgan believes that these forward-looking statements 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 include those enumerated in Kinder Morgan’s reports filed with the Securities and Exchange Commission.  Forward-looking statements speak only as of the date they were made, and except to the extent required by law, Kinder Morgan undertakes no obligation to update or review any forward-looking statement because of new information, future events or other factors.  Because of these uncertainties, readers should not place undue reliance on these forward-looking statements.

CONTACTS

Media Relations	Investor Relations
Richard Wheatley	Mindy Mills Thornock
(713) 420-6828	(713) 369-9490
richard_wheatley@kindermorgan.com	mindy_thornock@kindermorgan.com
	www.kindermorgan.com

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