-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hqr8+xSb+c3ZyuhR4dBmnVbTsc0HWfHB+O6q06q521m+UEV2fEvdajrStnK5mQXW jCNbYEpsatcIC2xSb0H+Zw== 0001104659-11-008417.txt : 20110218 0001104659-11-008417.hdr.sgml : 20110218 20110218162245 ACCESSION NUMBER: 0001104659-11-008417 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110216 FILED AS OF DATE: 20110218 DATE AS OF CHANGE: 20110218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11624776 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 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC GROUP LLC CENTRAL INDEX KEY: 0000933790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11624775 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 MAIL ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE NW SUITE 220 S CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group IV Managing GP, L.L.C. CENTRAL INDEX KEY: 0001468089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11624774 BUSINESS ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 200 SOUTH, ATTN: DONNA ARRINGTON CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 200 SOUTH, ATTN: DONNA ARRINGTON CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group IV, L.P. CENTRAL INDEX KEY: 0001468090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11624773 BUSINESS ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 200 SOUTH CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 200 SOUTH CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Partners IV Knight, L.P. CENTRAL INDEX KEY: 0001512658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11624772 BUSINESS ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 220 SOUTH CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: 1001 PENNSYLVANIA AVENUE, N.W. STREET 2: SUITE 220 SOUTH CITY: WASHINGTON STATE: DC ZIP: 20004 4 1 a4.xml 4 X0303 4 2011-02-16 0 0001506307 KINDER MORGAN, INC. KMI 0001022596 TCG HOLDINGS LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004-2505 0 0 1 0 0000933790 TC GROUP LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004-2505 0 0 1 0 0001468089 TC Group IV Managing GP, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004-2505 0 0 1 0 0001468090 TC Group IV, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004-2505 0 0 1 0 0001512658 Carlyle Partners IV Knight, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004-2505 0 0 1 0 Class P Common Stock 2011-02-16 4 C 0 17651778 A 17651778 I See footnote Class P Common Stock 2011-02-16 4 C 0 1622038 A 1622038 I See footnote Class P Common Stock 2011-02-16 4 S 0 17651778 29.10 D 0 I See footnote Class P Common Stock 2011-02-16 4 S 0 1622038 29.10 D 0 I See footnote Class A Common Stock, Series A-4 2011-02-16 4 C 0 17651778 0.0 D Class P Common Stock 54536189 I See footnote Class A Common Stock, Series A-4 2011-02-16 4 C 0 1622038 0.0 D Class P Common Stock 5011383 I See footnote See exhibit 99.1 for text of footnote (1). See exhibit 99.1 for text of footnote (2). See exhibit 99.1 for text of footnote (3). /s/ R. Rainey Hoffman, attorney-in-fact 2011-02-18 EX-24 2 ex-24.htm EX-24

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 liabili ty, 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.

 

[Signature Page Follows]

 

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-99.1 3 ex-99d1.htm EX-99.1

Exhibit 99.1

 

(1)                                  The Reporting Persons beneficially own Series A-4 shares of Class A Common Stock (“Class A Shares”).  A holder of Class A Shares may, from time to time prior to May 31, 2015, elect to convert some, or all, of its Class A Shares in order to sell the resulting shares of the Issuer’s Class P Common Stock (“Common Shares”) to a third party or to make a distribution of such resulting Common Shares to its investors or partners.  As of the date of this filing, Class A Shares are convertible on a one-for-one basis into Common Share s.  As certain thresholds are met through holders of Class A Shares receiving additional value in the future from their ownership of the Class A Shares, either via distributions paid by the Issuer on such Class A Shares or future sales or distributions to its investors or partners of Common Shares received upon conversion of their Class A Shares, the holders of the Issuer’s Series B-4 Class B Common Stock (“Class B Shares”) and Series C-4 Common Stock (“Class C Shares”) will convert or be entitled to convert a portion of their Class B Shares and Class C Shares into Common Shares, and the Class A Shares will have their conversion ratio reduced in proportion to the amount of Common Shares that the Class B Shares and Class C Shares receive upon conversion.  The total number of Common Shares that the Class A Shares, Class B Shares and Class C Shares may receive in the aggregate is fixed.  The formula for the conversion of Class A Shares, Class B Shares and Class C Shares into Common Shares, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Issuer’s Certificate of Incorporation, 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.

 

Pursuant to an underwriting agreement, dated February 10, 2011, and the final prospectus filed by the Issuer on February 10, 2011, in connection with the Issuer’s initial public offering of its Common Shares (the “IPO”), the following holders of Class A Shares beneficially owned by the Reporting Persons converted their Class A shares into Common Shares on a one-for-one basis, which Common Shares were sold in the IPO on February 16, 2011:

 

Carlyle Partners IV Knight, L.P. converted 17,651,778 shares of Series A-4 Class A Shares into an equal number of Common Shares that were sold in the IPO;

 

CP IV Coinvestment, L.P. converted 1,622,038 shares of Series A-4 Class A Shares into an equal number of Common Shares that were sold in the IPO.

 

(2)                                  By Carlyle Partners IV Knight, L.P. TCG Holdings, L.L.C. exercise investment discretion over the shares held by Carlyle Partners IV Knight, L.P. through its indirect subsidiary, TC Group IV, L.P. TC Group IV, L.P. is the sole general partner of Carlyle Partners IV Knight, L.P. TC Group IV Managing GP, L.L.C. is the sole general partner of TC Group IV, L.P. TC Group, L.L.C. is the sole managing member of TC Group IV Managing GP, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. Accordingly, TC Group IV, L.P., TC Group IV Managing GP, L.L.C., TC Group, L.L.C. and TCG Holdin gs, L.L.C. each may be deemed to share beneficial ownership of our Class A shares owned of record by Carlyle Partners IV Knight, L.P. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein are managing members of TCG Holdings, L.L.C. and, in such capacity, may be deemed to share beneficial ownership of the Class A shares beneficially owned by TCG Holdings, L.L.C. Such individuals expressly disclaim any such beneficial ownership.

 

(3)                                  By CP IV Coinvestment, L.P. TCG Holdings, L.L.C. exercise investment discretion over the shares held by CP IV Coinvestment, L.P. through its indirect subsidiary, TC Group IV, L.P. TC Group IV, L.P. is the sole general partner of CP IV Coinvestment, L.P. TC Group IV Managing GP, L.L.C. is the sole general partner of TC Group IV, L.P. TC Group, L.L.C. is the sole managing member of TC Group IV Managing GP, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C.  Accordingly, TC Group IV, L.P., TC Group IV Managing GP, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. each ma y be deemed to share beneficial ownership of our Class A shares owned of record by CP IV Coinvestment, L.P. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein are managing members of TCG Holdings, L.L.C. and, in such capacity, may be deemed to share beneficial ownership of the Class A shares beneficially owned by TCG Holdings, L.L.C. Such individuals expressly disclaim any such beneficial ownership.

 


EX-99.2 4 ex-99d2.htm EX-99.2

Exhibit 99.2

 

Form 3 Joint Filer Information

 

Name:

 

Carlyle Partners IV Knight, L.P.

 

 

 

Address:

 

c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W., Suite 220 South,
Washington, DC 20004-2505

 

 

 

Designated Filer:

 

TCG Holdings, L.L.C.

 

 

 

Issuer & Ticker Symbol:

 

Kinder Morgan, Inc. [KMI]

 

 

 

Date of Event Requiring Statement:

 

February 16, 2011

 

 

 

Signature:

 

CARLYLE PARTNERS IV KNIGHT, L.P.

 

By: TC Group IV, L.P., as its General Partner

 

By: TC Group IV Managing GP, L.L.C., as its General Partner

 

By: TC Group, L.L.C., as its Managing Member

 

By: TCG Holdings, L.L.C., as its Managing Member

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact 

 

 

Name:

David M. Rubenstein

 

Title:

Managing Director

 

 

 

 

 

 

Name:

 

TC Group IV, L.P.

 

 

 

Address:

 

c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W., Suite 220 South,
Washington, DC 20004-2505

 

 

 

Designated Filer:

 

TCG Holdings, L.L.C.

 

 

 

Issuer & Ticker Symbol:

 

Kinder Morgan, Inc. [KMI]

 

 

 

Date of Event Requiring Statement:

 

February 16, 2011

 

 

 

Signature:

 

TC GROUP IV, L.P.

 

By: TC Group IV Managing GP, L.L.C., as its General Partner

 

By: TC Group, L.L.C., as its Managing Member

 

By: TCG Holdings, L.L.C., as its Managing Member

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

Name:

David M. Rubenstein

 

 

Title:

Managing Director

 



 

Name:

 

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

 

 

 

Address:

 

c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W., Suite 220 South,
Washington, DC 20004-2505

 

 

 

Designated Filer:

 

TCG Holdings, L.L.C.

 

 

 

Issuer & Ticker Symbol:

 

Kinder Morgan, Inc. [KMI]

 

 

 

Date of Event Requiring Statement:

 

February 16, 2011

 

 

 

Signature:

 

TC GROUP IV MANAGING GP, L.L.C.

 

By: TC Group, L.L.C., as its Managing Member

 

By: TCG Holdings, L.L.C., as its Managing Member

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact 

 

 

Name:

David M. Rubenstein

 

Title:

Managing Director

 

 

 

 

 

 

Name:

 

TC Group, L.L.C.

 

 

 

Address:

 

c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W., Suite 220 South,
Washington, DC 20004-2505

 

 

 

Designated Filer:

 

TCG Holdings, L.L.C.

 

 

 

Issuer & Ticker Symbol:

 

Kinder Morgan, Inc. [KMI]

 

 

 

Date of Event Requiring Statement:

 

February 16, 2011

 

 

 

Signature:

 

TC GROUP, L.L.C.

 

By: TCG Holdings, L.L.C., as its Managing Member

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact 

 

 

Name:

David M. Rubenstein

 

Title:

Managing Director

 


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