0001104659-13-005840.txt : 20130130 0001104659-13-005840.hdr.sgml : 20130130 20130130094125 ACCESSION NUMBER: 0001104659-13-005840 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130130 DATE AS OF CHANGE: 20130130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Copano Energy, L.L.C. CENTRAL INDEX KEY: 0001297067 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 510411678 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32329 FILM NUMBER: 13557327 BUSINESS ADDRESS: STREET 1: 1200 SMITH STREET, SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-621-9547 MAIL ADDRESS: STREET 1: 1200 SMITH STREET, SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Copano Energy Holdings, L.L.C. DATE OF NAME CHANGE: 20040713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN ENERGY PARTNERS L P CENTRAL INDEX KEY: 0000888228 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 760380342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: ENRON LIQUIDS PIPELINE L P DATE OF NAME CHANGE: 19970304 425 1 a13-3980_3425.htm 425

 

Filed by Kinder Morgan Energy Partners, L.P.

pursuant to Rule 425 under the Securities Act of

1933 and deemed filed pursuant to Rule 14a-12 of

the Securities Exchange Act of 1934.

 

Subject Company:  Copano Energy, L.L.C.

 

Commission File No.: 001-32329

 

Copano - Key Messaging

 

·                  The $5 billion acquisition of Copano — which is expected to close in the third quarter of 2013 — is a “win-win” opportunity for KMP and Copano and for the employees and the unitholders of both companies.

·                  Kinder Morgan is bullish on the future of domestic shale plays, which are revolutionizing the energy landscape across the United States.

·                  Merging Copano’s gathering, processing and fractionation assets with KMP’s financial strength and our pipeline transportation and storage assets should provide an excellent platform to further grow Copano’s midstream services footprint.  Furthermore, Copano has identified a large number of attractive expansion projects and KMP has the capital to fund them.

·                  Copano is a midstream natural gas company with operations primarily in Texas, Oklahoma and Wyoming which provides comprehensive services to natural gas producers, including natural gas gathering, processing, treating and natural gas liquids fractionation.

·                  Copano unitholders have been offered a substantial per-unit premium (23.5 percent) through this transaction.  The combination of KMP and Copano is also expected to produce immediate value (upon closing) to KMP unitholders and KMI shareholders through strong cash flow accretion.

·                  We know Copano very well and have partnered with them for years.  As a result of this acquisition, we will be able to pursue incremental development in the Eagle Ford Shale play in south Texas, and gain entry into the Barnett Shale Combo in north Texas and the Mississippi Lime and Woodford Shales in Oklahoma.

·                  Kinder Morgan has an outstanding track record and is very experienced at merging companies efficiently.  Since 1996, Kinder Morgan has grown from a company with 175 employees and an enterprise value of $325 million into the largest midstream and third largest energy company in North America, with approximately 11,000 employees and an enterprise value of approximately $100 billion.

·                  As we go forward, we will be assessing the future organizational structure of the new company, but we anticipate retaining the vast majority of employees.  (Copano has approximately 415.)  We also have many job openings that Copano employees may be eligible to apply for after closing.  While there will be some synergies in areas where workforce duplication exists, such as corporate functions, this transaction is about producing future cash flow and expanding our midstream services footprint.

·                  The transaction is subject to standard closing approvals, including regulatory approval and a vote of the Copano unitholders.

·                  Broadening our midstream services footprint at KMP will also allow us to offer a wider array of services to existing and potential customers.

·                  The headquarters of the combined company will be in Houston.

 

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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

 

KMP plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction.  KMP and Copano plan to file with the SEC and Copano plans to mail to its unitholders a Proxy Statement/Prospectus in connection with the transaction.  The Registration Statement and the Proxy Statement/Prospectus will contain important information about KMP, Copano, the transaction and related matters.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.

 

Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by KMP and Copano through the web site maintained by the SEC at www.sec.gov or by phone, email or written request by contacting the investor relations department of KMP or Copano at the following:

 

 

KMP

 

Copano

Address:

1001 Louisiana Street, Suite 1000

 

1200 Smith Street, Suite 2300

 

Houston, Texas 77002

 

Houston, Texas 77002

 

Attention: Investor Relations

 

Attention: Investor Relations

Phone:

(713) 369-9490

 

(713) 621-9547

E-mail:

kmp_ir@kindermorgan.com

 

ir@copano.com

 

PARTICIPANTS IN THE SOLICITATION

 

KMP and Copano, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement.  Information regarding the directors and executive officers of KMP’s general partner and Kinder Morgan Management, LLC, the delegate of KMP’s general partner, is contained in KMP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC.  Information regarding Copano’s directors and executive officers is contained in Copano’s Form 10-K for the year ended December 31, 2011 and its proxy statement filed on April 5, 2012, which are filed with the SEC.  A more complete description will be available in the Registration Statement and the Proxy Statement/Prospectus.

 

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

 

Statements in this document regarding the proposed transaction between KMP and Copano, the expected timetable for completing the proposed transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company and any other statements about KMP or Copano management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction; the ability of KMP to successfully integrate Copano’s operations and employees and realize anticipated synergies and cost savings; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; price volatility and market demand for natural gas and natural gas liquids; higher construction costs or project delays due to inflation, limited availability of required

 

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resources or the effects of environmental, legal or other uncertainties; the ability of the combined company to continue to obtain new sources of natural gas supply; the impact on volumes and resulting cash flow of technological, economic and other uncertainties inherent in estimating future production, producers’ ability to drill and successfully complete and attract new natural gas supplies and the availability of downstream transportation systems and other facilities for natural gas and NGLs; the effects of government regulations and policies and of the pace of deregulation of retail natural gas; national, international, regional and local economic or competitive conditions and developments; capital and credit markets conditions; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather, alternative energy sources, conservation and technological advances that may affect price trends and demand; business and regulatory or legal decisions; the timing and success of business development efforts; acts of nature, accidents, sabotage, terrorism or other similar acts causing damage greater than the insurance coverage limits of the combined company; and the other factors and financial, operational and legal risks or uncertainties described in KMP’s and Copano’s Annual Reports on Form 10-K for the year ended December 31, 2011 and their most recent quarterly report filed with the SEC.  KMP and Copano disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

 

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