As filed with the Securities and Exchange Commission on February 23, 2015
Registration No. 333-200421
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KINDER MORGAN, INC.*
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
80-0682103 (I.R.S. Employer Identification No.) |
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
David R. DeVeau
Vice President and General Counsel
Kinder Morgan, Inc.
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Troy L. Harder
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002
(713) 221-1456
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Exact name of registrant as specified in its charter | State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. |
||
---|---|---|---|---|
COLORADO INTERSTATE ISSUING CORPORATION | Delaware | 26-1397951 | ||
COPANO ENERGY FINANCE CORPORATION | Delaware | 20-3151590 | ||
DAKOTA BULK TERMINAL, INC. | Wisconsin | 41-1734333 | ||
EL PASO CITRUS HOLDINGS, INC. | Delaware | 04-3607282 | ||
EP ENERGY HOLDING COMPANY | Delaware | 45-4101332 | ||
EPTP ISSUING CORPORATION | Delaware | 45-3971704 | ||
HBM ENVIRONMENTAL, INC. | Louisiana | 72-1198254 | ||
HILAND PARTNERS FINANCE CORP. | Delaware | 56-2627500 | ||
KINDER MORGAN ARROW TERMINALS HOLDINGS, INC. | Delaware | 62-1766451 | ||
KINDER MORGAN BULK TERMINALS, INC. | Louisiana | 72-1073113 | ||
KINDER MORGAN CARBON DIOXIDE TRANSPORTATION COMPANY | Delaware | 34-1468343 | ||
KINDER MORGAN TERMINALS, INC. | Delaware | 26-3061236 | ||
KM DECATUR, INC. | Alabama | 63-1026019 | ||
KMGP SERVICES COMPANY INC. | Delaware | 76-0661680 | ||
KN TELECOMMUNICATIONS, INC. | Colorado | 84-1456517 | ||
NGPL HOLDCO INC. | Delaware | 26-1907668 | ||
RCI HOLDINGS, INC. | Louisiana | 72-0927450 | ||
SOUTHERN NATURAL ISSUING CORPORATION | Delaware | 26-1397784 | ||
TAJON HOLDINGS, INC. | Pennsylvania | 25-1728889 | ||
TENNESSEE GAS PIPELINE ISSUING CORPORATION | Delaware | 45-3992009 | ||
WESTERN PLANT SERVICES, INC. | California | 68-0214553 | ||
AGNES B CRANE, LLC | Louisiana | 84-1620918 | ||
AMERICAN PETROLEUM TANKERS II LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS III LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS IV LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS PARENT LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS V LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS VI LLC | Delaware | N/A | ||
AMERICAN PETROLEUM TANKERS VII LLC | Delaware | N/A | ||
APT FLORIDA LLC | Delaware | N/A | ||
APT INTERMEDIATE HOLDCO LLC | Delaware | N/A | ||
APT NEW INTERMEDIATE HOLDCO LLC | Delaware | N/A | ||
APT PENNSYLVANIA LLC | Delaware | N/A | ||
APT SUNSHINE STATE LLC | Delaware | N/A | ||
AUDREY TUG LLC | Delaware | 26-4690790 | ||
BEAR CREEK STORAGE COMPANY, L.L.C. | Louisiana | 63-0766035 | ||
BETTY LOU LLC | Delaware | 26-4569062 | ||
CAMINO REAL GATHERING COMPANY, L.L.C. | Delaware | 27-3383291 | ||
CANTERA GAS COMPANY LLC | Delaware | 38-3432972 | ||
CDE PIPELINE LLC | Delaware | 45-4765020 | ||
CENTRAL FLORIDA PIPELINE LLC | Delaware | 59-1084277 | ||
CHEYENNE PLAINS GAS PIPELINE COMPANY, L.L.C. | Delaware | 84-1618229 | ||
CIG GAS STORAGE COMPANY LLC | Delaware | N/A |
Exact name of registrant as specified in its charter | State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. |
||
---|---|---|---|---|
CIG PIPELINE SERVICES COMPANY, L.L.C. | Delaware | 26-1102190 | ||
CIMMARRON GATHERING LLC. | Texas | N/A | ||
COLORADO INTERSTATE GAS COMPANY, L.L.C. | Delaware | 84-0173305 | ||
COPANO DOUBLE EAGLE LLC | Delaware | 26-4316438 | ||
COPANO ENERGY SERVICES/UPPER GULF COAST LLC | Texas | 46-4725613 | ||
COPANO ENERGY, L.L.C. | Delaware | 51-0411678 | ||
COPANO FIELD SERVICES GP, L.L.C. | Delaware | 20-1862487 | ||
COPANO FIELD SERVICES/NORTH TEXAS, L.L.C. | Delaware | 26-1586828 | ||
COPANO FIELD SERVICES/SOUTH TEXAS LLC | Texas | 46-4668646 | ||
COPANO FIELD SERVICES/UPPER GULF COAST LLC | Texas | 46-4714794 | ||
COPANO LIBERTY, LLC | Delaware | 26-3154210 | ||
COPANO NGL SERVICES (MARKHAM) L.L.C. | Delaware | 27-0904927 | ||
COPANO NGL SERVICES LLC | Texas | 46-4737892 | ||
COPANO PIPELINES GROUP, L.L.C. | Delaware | 51-0411715 | ||
COPANO PIPELINES/NORTH TEXAS, L.L.C. | Delaware | 27-1125058 | ||
COPANO PIPELINES/ROCKY MOUNTAINS LLC | Delaware | 20-0659235 | ||
COPANO PIPELINES/SOUTH TEXAS LLC | Texas | 46-4656852 | ||
COPANO PIPELINES/UPPER GULF COAST LLC | Texas | 46-4695294 | ||
COPANO PROCESSING LLC | Texas | 46-4458657 | ||
COPANO RISK MANAGEMENT LLC | Texas | N/A | ||
COPANO/WEBB-DUVAL PIPELINE LLC | Texas | N/A | ||
CPNO SERVICES LLC | Texas | N/A | ||
DELTA TERMINAL SERVICES LLC | Delaware | 72-1284643 | ||
EAGLE FORD GATHERING LLC | Delaware | 27-1365749 | ||
EL PASO CHEYENNE HOLDINGS, L.L.C. | Delaware | N/A | ||
EL PASO CNG COMPANY, L.L.C. | Delaware | 84-0890602 | ||
EL PASO ENERGY SERVICE COMPANY, LLC | Delaware | N/A | ||
EL PASO LLC | Delaware | 76-0568816 | ||
EL PASO MIDSTREAM GROUP LLC | Delaware | N/A | ||
EL PASO NATURAL GAS COMPANY, L.L.C. | Delaware | 46-0809216 | ||
EL PASO NORIC INVESTMENTS III, L.L.C. | Delaware | N/A | ||
EL PASO RUBY HOLDING COMPANY, L.L.C. | Delaware | N/A | ||
EL PASO TENNESSEE PIPELINE CO., L.L.C. | Delaware | 76-0233548 | ||
ELBA EXPRESS COMPANY, L.L.C. | Delaware | N/A | ||
ELIZABETH RIVER TERMINALS LLC | Delaware | 27-3076713 | ||
EMORY B CRANE, LLC | Louisiana | 84-1620908 | ||
EPBGP CONTRACTING SERVICES, LLC | Delaware | N/A | ||
EP RUBY LLC | Delaware | N/A | ||
FERNANDINA MARINE CONSTRUCTION MANAGEMENT LLC | Delaware | N/A | ||
FRANK L. CRANE, LLC | Louisiana | 84-1620921 | ||
GENERAL STEVEDORES GP, LLC | Texas | 20-5269648 | ||
GENERAL STEVEDORES HOLDINGS LLC | Delaware | 20-4087109 | ||
GLOBAL AMERICAN TERMINALS LLC | Delaware | 62-1838411 | ||
HAMPSHIRE LLC | Delaware | 26-4690721 | ||
HARRAH MIDSTREAM LLC | Delaware | 45-0833350 |
Exact name of registrant as specified in its charter | State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. |
||
---|---|---|---|---|
HILAND CRUDE, LLC | Oklahoma | |||
HILAND OPERATING, LLC | Delaware | 71-0972727 | ||
HILAND PARTNERS, LLC | Oklahoma | 73-1596920 | ||
HILAND PARTNERS HOLDINGS, LLC | Delaware | N/A | ||
ICPT, L.L.C. | Louisiana | 72-1422387 | ||
INDEPENDENT TRADING & TRANSPORTATION COMPANY I, L.L.C. | Oklahoma | |||
J.R. NICHOLLS LLC | Delaware | 26-4690422 | ||
JAVELINA TUG LLC | Delaware | 26-4690378 | ||
JEANNIE BREWER LLC | Delaware | 26-4690831 | ||
JV TANKER CHARTERER LLC | Delaware | N/A | ||
KINDER MORGAN 2-MILE LLC | Delaware | 36-2735673 | ||
KINDER MORGAN ADMINISTRATIVE SERVICES TAMPA LLC | Delaware | 46-2931924 | ||
KINDER MORGAN ALTAMONT LLC | Delaware | 46-2383182 | ||
KINDER MORGAN AMORY LLC | Mississippi | 20-1645543 | ||
KINDER MORGAN ARROW TERMINALS, L.P. | Delaware | 62-1765845 | ||
KINDER MORGAN BALTIMORE TRANSLOAD TERMINAL LLC | Delaware | 20-4871985 | ||
KINDER MORGAN BATTLEGROUND OIL LLC | Delaware | N/A | ||
KINDER MORGAN BORDER PIPELINE LLC | Delaware | 26-0634502 | ||
KINDER MORGAN CO2 COMPANY, L.P. | Texas | 76-0554627 | ||
KINDER MORGAN COCHIN LLC | Delaware | 20-8824327 | ||
KINDER MORGAN COLUMBUS LLC | Delaware | 26-0430326 | ||
KINDER MORGAN COMMERCIAL SERVICES LLC | Delaware | 20-4673552 | ||
KINDER MORGAN CONTRACTING SERVICES LLC | Delaware | N/A | ||
KINDER MORGAN CRUDE & CONDENSATE LLC | Delaware | 45-3456791 | ||
KINDER MORGAN CRUDE OIL PIPELINES LLC | Delaware | 26-0449613 | ||
KINDER MORGAN CRUDE TO RAIL LLC | Delaware | N/A | ||
KINDER MORGAN CUSHING LLC | Delaware | N/A | ||
KINDER MORGAN DALLAS FORT WORTH RAIL TERMINAL LLC | Delaware | 20-4499927 | ||
KINDER MORGAN (DELAWARE), LLC | Delaware | 43-1761550 | ||
KINDER MORGAN ENDEAVOR LLC | Delaware | 27-1006843 | ||
KINDER MORGAN ENERGY PARTNERS, L.P. | Delaware | 76-0380342 | ||
KINDER MORGAN EP MIDSTREAM LLC | Delaware | 45-5334086 | ||
KINDER MORGAN FINANCE COMPANY LLC | Delaware | 98-0477770 | ||
KINDER MORGAN FLEETING LLC | Delaware | N/A | ||
KINDER MORGAN FREEDOM PIPELINE LLC | Delaware | N/A | ||
KINDER MORGAN KEYSTONE GAS STORAGE LLC | Delaware | 04-3617867 | ||
KINDER MORGAN KMAP LLC | Delaware | N/A | ||
KINDER MORGAN LAS VEGAS LLC | Delaware | 36-3686525 | ||
KINDER MORGAN LINDEN TRANSLOAD TERMINAL LLC | Delaware | 20-4871819 | ||
KINDER MORGAN LIQUIDS TERMINALS LLC | Delaware | 36-2827997 | ||
KINDER MORGAN LIQUIDS TERMINALS ST. GABRIEL LLC | Delaware | N/A | ||
KINDER MORGAN MARINE SERVICES LLC | Delaware | 26-1096479 | ||
KINDER MORGAN MATERIALS SERVICES, LLC | Pennsylvania | 43-1961238 | ||
KINDER MORGAN MID ATLANTIC MARINE SERVICES LLC | Delaware | 26-1096549 | ||
KINDER MORGAN NATGAS O&M LLC | Delaware | N/A |
Exact name of registrant as specified in its charter | State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. |
||
---|---|---|---|---|
KINDER MORGAN NORTH TEXAS PIPELINE LLC | Delaware | 26-0634555 | ||
KINDER MORGAN OPERATING L.P. "A" | Delaware | 76-0380015 | ||
KINDER MORGAN OPERATING L.P. "B" | Delaware | 76-0414819 | ||
KINDER MORGAN OPERATING L.P. "C" | Delaware | 76-0547319 | ||
KINDER MORGAN OPERATING L.P. "D" | Delaware | 76-0561780 | ||
KINDER MORGAN PECOS LLC | Delaware | 20-4540914 | ||
KINDER MORGAN PECOS VALLEY LLC | Delaware | N/A | ||
KINDER MORGAN PETCOKE GP LLC | Delaware | 16-1721400 | ||
KINDER MORGAN PETCOKE, L.P. | Delaware | 20-2640394 | ||
KINDER MORGAN PETCOKE LP LLC | Delaware | 20-2734041 | ||
KINDER MORGAN PETROLEUM TANKERS LLC | Delaware | N/A | ||
KINDER MORGAN PIPELINE LLC | Delaware | 36-3547843 | ||
KINDER MORGAN PORT MANATEE TERMINAL LLC | Delaware | 27-0796736 | ||
KINDER MORGAN PORT SUTTON TERMINAL LLC | Delaware | 20-0388851 | ||
KINDER MORGAN PORT TERMINALS USA LLC | Delaware | N/A | ||
KINDER MORGAN PRODUCTION COMPANY LLC | Delaware | 26-0449452 | ||
KINDER MORGAN RAIL SERVICES LLC | Delaware | 27-4212015 | ||
KINDER MORGAN RESOURCES II LLC | Delaware | N/A | ||
KINDER MORGAN RESOURCES III LLC | Delaware | N/A | ||
KINDER MORGAN RESOURCES LLC | Delaware | N/A | ||
KINDER MORGAN RIVER TERMINALS LLC | Tennessee | 62-1525376 | ||
KINDER MORGAN SCURRY CONNECTOR LLC | Delaware | N/A | ||
KINDER MORGAN SERVICES LLC | Delaware | 11-3654111 | ||
KINDER MORGAN SEVEN OAKS LLC | Delaware | 26-0514145 | ||
KINDER MORGAN SOUTHEAST TERMINALS LLC | Delaware | 20-0387389 | ||
KINDER MORGAN TANK STORAGE TERMINALS LLC | Delaware | 36-2855293 | ||
KINDER MORGAN TEJAS PIPELINE LLC | Delaware | 26-0449826 | ||
KINDER MORGAN TEXAS PIPELINE LLC | Delaware | 26-0449814 | ||
KINDER MORGAN TEXAS TERMINALS, L.P. | Delaware | 20-4582584 | ||
KINDER MORGAN TRANSMIX COMPANY, LLC | Delaware | 23-2992048 | ||
KINDER MORGAN TREATING LP | Delaware | 20-3799420 | ||
KINDER MORGAN URBAN RENEWAL, L.L.C. | New Jersey | N/A | ||
KINDER MORGAN UTICA LLC | Delaware | N/A | ||
KINDER MORGAN VIRGINIA LIQUIDS TERMINALS LLC | Delaware | 46-2474610 | ||
KINDER MORGAN WINK PIPELINE LLC | Delaware | 26-0449718 | ||
KINDERHAWK FIELD SERVICES LLC | Delaware | 27-2540813 | ||
KM CRANE LLC | Maryland | 86-1059673 | ||
KM EAGLE GATHERING LLC | Delaware | N/A | ||
KM GATHERING LLC | Delaware | N/A | ||
KM KASKASKIA DOCK LLC | Delaware | N/A | ||
KM LIQUIDS TERMINALS LLC | Delaware | 26-0449722 | ||
KM NORTH CAHOKIA LAND LLC | Delaware | N/A | ||
KM NORTH CAHOKIA SPECIAL PROJECT LLC | Delaware | N/A | ||
KM NORTH CAHOKIA TERMINAL PROJECT LLC | Delaware | N/A | ||
KM SHIP CHANNEL SERVICES LLC | Delaware | 26-4690171 |
Exact name of registrant as specified in its charter | State or other jurisdiction of incorporation or organization |
I.R.S. Employer Identification No. |
||
---|---|---|---|---|
KM TREATING GP LLC | Delaware | 27-0864888 | ||
KM TREATING PRODUCTION LLC | Delaware | N/A | ||
KMBT LLC | Delaware | N/A | ||
KNIGHT POWER COMPANY LLC | Delaware | 26-2988233 | ||
LOMITA RAIL TERMINAL LLC | Delaware | 72-1552009 | ||
MILWAUKEE BULK TERMINALS LLC | Wisconsin | 39-1569624 | ||
MJR OPERATING LLC | Maryland | 86-1059670 | ||
MOJAVE PIPELINE COMPANY, L.L.C. | Delaware | 76-0145884 | ||
MOJAVE PIPELINE OPERATING COMPANY, L.L.C. | Texas | 76-0228861 | ||
MR. BENNETT LLC | Delaware | 26-4690686 | ||
MR. VANCE LLC | Delaware | 26-4690761 | ||
NASSAU TERMINALS LLC | Delaware | N/A | ||
PADDY RYAN CRANE, LLC | Louisiana | 84-1620920 | ||
PALMETTO PRODUCTS PIPE LINE LLC | Delaware | N/A | ||
PI 2 PELICAN STATE LLC | Delaware | N/A | ||
PINNEY DOCK & TRANSPORT LLC | Delaware | 34-0758193 | ||
QUEEN CITY TERMINALS LLC | Delaware | N/A | ||
RAHWAY RIVER LAND LLC | Delaware | N/A | ||
RAZORBACK TUG LLC | Delaware | 26-4690508 | ||
RIVER TERMINALS PROPERTIES GP LLC | Delaware | N/A | ||
RIVER TERMINAL PROPERTIES, L.P. | Tennessee | 35-1915981 | ||
SCISSORTAIL ENERGY, LLC | Delaware | 74-2964091 | ||
SNG PIPELINE SERVICES COMPANY, L.L.C. | Delaware | 26-1102043 | ||
SOUTHERN GULF LNG COMPANY, L.L.C. | Delaware | N/A | ||
SOUTHERN LIQUEFACTION COMPANY LLC | Delaware | N/A | ||
SOUTHERN LNG COMPANY, L.L.C. | Delaware | 63-0590022 | ||
SOUTHERN NATURAL GAS COMPANY, L.L.C. | Delaware | 63-0196650 | ||
SOUTHTEX TREATERS LLC | Delaware | 45-3909314 | ||
SOUTHWEST FLORIDA PIPELINE LLC | Delaware | N/A | ||
SRT VESSELS LLC | Delaware | N/A | ||
STEVEDORE HOLDINGS, L.P. | Delaware | 20-2640477 | ||
TEJAS GAS, LLC | Delaware | 76-0619237 | ||
TEJAS NATURAL GAS, LLC | Delaware | 76-0614235 | ||
TENNESSEE GAS PIPELINE COMPANY, L.L.C. | Delaware | 74-1056569 | ||
TEXAN TUG LLC | Delaware | 26-4690640 | ||
TGP PIPELINE SERVICES COMPANY, L.L.C. | Delaware | 27-4829301 | ||
TRANS MOUNTAIN PIPELINE (PUGET SOUND) LLC | Delaware | 98-0000697 | ||
TRANSCOLORADO GAS TRANSMISSION COMPANY LLC | Delaware | 26-2061358 | ||
TRANSLOAD SERVICES, LLC | Illinois | 36-4289637 | ||
UTICA MARCELLUS TEXAS PIPELINE LLC | Delaware | N/A | ||
WYOMING INTERSTATE COMPANY, L.L.C. | Delaware | 84-0867957 |
This Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-200421) of Kinder Morgan, Inc. (the "Company") is being filed to remove the following co-registrants as they are no longer subsidiary guarantors of the Company: El Paso Pipeline Corporation, El Paso Pipeline Holding Company, L.L.C, El Paso Pipeline LP Holdings, L.L.C, El Paso Pipeline GP Company, L.L.C., El Paso Pipeline Partners, L.P. ("EPB"), El Paso Pipeline Partners Operating Company, L.L.C., Kinder Morgan (Delaware), Inc., Kinder Morgan Pipelines (USA) Inc. and NS 307 Holdings Inc. This Amendment is also being filed to add the following subsidiary guarantors as co-registrants: Hiland Partners Finance Corp., Hiland Crude, LLC, Hiland Energy Partners, LLC, Hiland Operating, LLC, Hiland Partners, LLC, Hiland Partners Holdings, LLC, Independent Trading & Transportation I, L.L.C., Kinder Morgan (Delaware), LLC and Kinder Morgan Scurry Connector LLC. No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, such prospectus is being omitted from this filing.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be incurred by Kinder Morgan, Inc. in connection with the issuance and distribution of the securities being registered.
SEC Registration Fee |
$ | * | ||
Legal Fees and Expenses |
** | |||
Accounting Fees and Expenses |
** | |||
Fees and Expenses of Transfer Agent and Trustee |
** | |||
Listing Fees |
** | |||
Printing Fees |
** | |||
Miscellaneous |
** | |||
| | | | |
Total |
$ | ** | ||
| | | | |
| | | | |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
II-1
As permitted by the DGCL, the registrant's certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:
As permitted by the DGCL, the registrant's certificate of incorporation and bylaws provide that:
The registrant maintains liability insurance policies covering its officers and directors against some liabilities, including certain liabilities under the Securities Act, that may be incurred by them.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Reference is made to the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated into this item.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
II-2
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be a part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
II-3
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 23, 2015.
KINDER MORGAN, INC. | ||||||
By: |
/s/ KIMBERLY A. DANG |
|||||
Name: | Kimberly A. Dang | |||||
Title: | Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this registration statement, or amendment thereto, has been signed by the following persons in the capacities indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman and Chief Executive Officer (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
/s/ ANTHONY W. HALL, JR.* Anthony W. Hall, Jr. |
Director |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director |
|||
/s/ DEBORAH A. MACDONALD* Deborah A. Macdonald |
Director |
|||
/s/ MICHAEL J. MILLER* Michael J. Miller |
Director |
|||
/s/ MICHAEL C. MORGAN* Michael C. Morgan |
Director |
II-5
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ FAYEZ SAROFIM* Fayez Sarofim |
Director | |||
/s/ C. PARK SHAPER* C. Park Shaper |
Director |
|||
/s/ JOEL V. STAFF* Joel V. Staff |
Director |
|||
/s/ ROBERT F. VAGT* Robert F. Vagt |
Director |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
Constituting a majority of the Board of Directors
II-6
Pursuant to the requirements of the Securities Act of 1933, each registrant below has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
KINDER MORGAN ENERGY PARTNERS, L.P. KINDER MORGAN OPERATING L.P. "A" KINDER MORGAN OPERATING L.P. "B" KINDER MORGAN OPERATING L.P. "C" KINDER MORGAN OPERATING L.P. "D" KINDER MORGAN CO2 COMPANY, L.P. |
||||
By: |
Kinder Morgan G.P., Inc. its general partner |
|||
By: |
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman of the Board and Chief Executive Officer of Kinder Morgan G.P., Inc. (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc. (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan G.P., Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-7
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "Corporation") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
COPANO ENERGY FINANCE CORPORATION |
|||
|
DAKOTA BULK TERMINAL, INC. |
|||
|
EL PASO CITRUS HOLDINGS, INC. |
|||
|
EP ENERGY HOLDING COMPANY |
|||
|
EPTP ISSUING CORPORATION |
|||
|
HBM ENVIRONMENTAL, INC. |
|||
|
HILAND PARTNERS FINANCE CORP. |
|||
|
KINDER MORGAN ARROW TERMINALS HOLDINGS, INC. |
|||
|
KINDER MORGAN BULK TERMINALS, INC. |
|||
|
KINDER MORGAN CARBON DIOXIDE TRANSPORTATION COMPANY |
|||
|
KINDER MORGAN TERMINALS, INC. |
|||
|
KM DECATUR, INC. |
|||
|
KMGP SERVICES COMPANY, INC. |
|||
|
KN TELECOMMUNICATIONS, INC. |
|||
|
NGPL HOLDCO INC. |
|||
|
RCI HOLDINGS, INC. |
|||
|
SOUTHERN NATURAL ISSUING CORPORATION |
|||
|
TAJON HOLDINGS, INC. |
|||
|
TENNESSEE GAS PIPELINE ISSUING CORPORATION |
|||
|
WESTERN PLANT SERVICES, INC. |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President of each Corporation |
II-8
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|
---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Chairman of each of Dakota Bulk Terminal, Inc., HBM Environmental, Inc., Kinder Morgan Arrow Terminals Holdings, Inc., Kinder Morgan Bulk Terminals, Inc., Kinder Morgan Terminals, Inc., KM Decatur, Inc., KMGP Services Company, Inc., RCI Holdings, Inc., Tajon Holdings, Inc. and Western Plant Services, Inc. (Principal Executive Officer) | |
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President of each Corporation (Principal Financial and Accounting Officer) |
|
/s/ STEVEN J. KEAN Steven J. Kean |
Director of each Corporation and President of each of Copano Energy Finance Corporation, El Paso Citrus Holdings, Inc., El Paso Pipeline Corporation, EP Energy Holding Company, EPTP Issuing Corporation, Hiland Partners Finance Corp., KN Telecommunications, Inc. and NGPL Holdco Inc. (Principal Executive Officer) |
|
/s/ JESSE ARENIVAS Jesse Arenivas |
President of Kinder Morgan Carbon Dioxide Transportation Company (Principal Executive Officer) |
|
/s/ KIMBERLY S. WATSON Kimberly S. Watson |
President of each of Southern Natural Issuing Corporation and Tennessee Gas Pipeline Issuing Corporation (Principal Executive Officer) |
|
/s/ DAVID R. DEVEAU David R. DeVeau |
Director of each Corporation |
II-9
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each an "OLP A Member Managed Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
CAMINO REAL GATHERING COMPANY, L.L.C. |
|||
|
EAGLE FORD GATHERING LLC |
|||
|
EL PASO NATURAL GAS COMPANY, L.L.C. |
|||
|
KINDERHAWK FIELD SERVICES LLC |
|||
|
KINDER MORGAN ALTAMONT LLC |
|||
|
KINDER MORGAN BORDER PIPELINE LLC |
|||
|
KINDER MORGAN COCHIN LLC |
|||
|
KINDER MORGAN CRUDE & CONDENSATE LLC |
|||
|
KINDER MORGAN ENDEAVOR LLC |
|||
|
KINDER MORGAN EP MIDSTREAM LLC |
|||
|
KINDER MORGAN FREEDOM PIPELINE LLC |
|||
|
KINDER MORGAN KEYSTONE GAS STORAGE LLC |
|||
|
KINDER MORGAN NATGAS O&M LLC |
|||
|
KINDER MORGAN NORTH TEXAS PIPELINE LLC |
|||
|
KINDER MORGAN PECOS VALLEY LLC |
|||
|
KINDER MORGAN TEJAS PIPELINE LLC |
|||
|
KINDER MORGAN TEXAS PIPELINE, LLC |
|||
|
KINDER MORGAN TRANSMIX COMPANY, LLC |
|||
|
KINDER MORGAN TREATING LP |
|||
|
By KM Treating GP LLC, |
|||
|
its general partner |
|||
|
KINDER MORGAN UTICA LLC |
|||
|
KM EAGLE GATHERING LLC |
|||
|
KM GATHERING LLC |
|||
|
KM TREATING GP LLC |
|||
|
KM TREATING PRODUCTION LLC |
|||
|
MOJAVE PIPELINE COMPANY, L.L.C. |
|||
|
MOJAVE PIPELINE OPERATING COMPANY, L.L.C. |
|||
|
SOUTHTEX TREATERS LLC |
|||
|
TEJAS GAS, LLC |
|||
|
TEJAS NATURAL GAS, LLC |
|||
|
TRANSCOLORADO GAS TRANSMISSION COMPANY LLC |
|||
|
TRANS MOUNTAIN PIPELINE |
|||
|
(PUGET SOUND) LLC |
|||
|
UTICA MARCELLUS TEXAS PIPELINE LLC |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
II-10
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman of the Board and Chief Executive Officer of Kinder Morgan G.P., Inc., the general partner of Kinder Morgan Operating L.P. "A", the direct or indirect sole member or general partner of each OLP A Member Managed Subsidiary (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc. (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan G.P., Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-11
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "KMP Member Managed Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
CANTERA GAS COMPANY LLC |
|||
|
CDE PIPELINE LLC |
|||
|
CIMMARRON GATHERING LLC |
|||
|
COPANO DOUBLE EAGLE LLC |
|||
|
COPANO ENERGY, L.L.C. |
|||
|
COPANO ENERGY SERVICES/UPPER GULF COAST LLC |
|||
|
COPANO FIELD SERVICES GP, L.L.C. |
|||
|
COPANO FIELD SERVICES/NORTH TEXAS, L.L.C. |
|||
|
COPANO FIELD SERVICES/SOUTH TEXAS LLC |
|||
|
COPANO FIELD SERVICES/UPPER GULF COAST LLC |
|||
|
COPANO LIBERTY, LLC |
|||
|
COPANO NGL SERVICES (MARKHAM), L.L.C. |
|||
|
COPANO NGL SERVICES LLC |
|||
|
COPANO PIPELINES GROUP, L.L.C. |
|||
|
COPANO PIPELINES/NORTH TEXAS, L.L.C. |
|||
|
COPANO PIPELINES/ROCKY MOUNTAINS, LLC |
|||
|
COPANO PIPELINES/SOUTH TEXAS LLC |
|||
|
COPANO PIPELINES/UPPER GULF COAST LLC |
|||
|
COPANO PROCESSING LLC |
|||
|
COPANO RISK MANAGEMENT LLC |
|||
|
COPANO/WEBB-DUVAL PIPELINE LLC |
|||
|
CPNO SERVICES LLC |
|||
|
CHEYENNE PLAINS GAS PIPELINE COMPANY, L.L.C. |
|||
|
CIG GAS STORAGE COMPANY LLC |
|||
|
ELBA EXPRESS COMPANY, L.L.C. |
|||
|
EPBGP CONTRACTING SERVICES LLC |
|||
|
EP RUBY LLC |
|||
|
HARRAH MIDSTREAM LLC |
|||
|
SCISSORTAIL ENERGY, LLC |
|||
|
SOUTHERN GULF LNG COMPANY, L.L.C. |
|||
|
SOUTHERN LIQUEFACTION COMPANY, L.L.C. |
|||
|
SOUTHERN LNG COMPANY, L.L.C. |
|||
|
WYOMING INTERSTATE COMPANY, L.L.C. |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
II-12
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman of the Board and Chief Executive Officer of Kinder Morgan G.P., Inc., the general partner of Kinder Morgan Energy Partners, L.P., the direct or indirect sole member of each KMP Member Managed Subsidiary (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc. (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan G.P., Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-13
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each an "OLP C Member Managed Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
AMERICAN PETROLEUM TANKERS II LLC |
|||
|
AMERICAN PETROLEUM TANKERS III LLC |
|||
|
AMERICAN PETROLEUM TANKERS IV LLC |
|||
|
AMERICAN PETROLEUM TANKERS V LLC |
|||
|
AMERICAN PETROLEUM TANKERS VI LLC |
|||
|
AMERICAN PETROLEUM TANKERS VII LLC |
|||
|
AMERICAN PETROLEUM TANKERS LLC |
|||
|
AMERICAN PETROLEUM TANKERS PARENT LLC |
|||
|
APT INTERMEDIATE HOLDCO LLC |
|||
|
APT NEW INTERMEDIATE HOLDCO LLC |
|||
|
APT FLORIDA LLC |
|||
|
APT PENNSYLVANIA LLC |
|||
|
APT SUNSHINE STATE LLC |
|||
|
BETTY LOU LLC |
|||
|
ELIZABETH RIVER TERMINALS LLC |
|||
|
FERNANDINA MARINE CONSTRUCTION MANAGEMENT LLC |
|||
|
ICPT, L.L.C. |
|||
|
JV TANKER CHARTERER LLC |
|||
|
KINDER MORGAN BALTIMORE TRANSLOAD TERMINAL LLC |
|||
|
KINDER MORGAN COMMERCIAL SERVICES LLC |
|||
|
KINDER MORGAN DALLAS FORT WORTH RAIL TERMINAL LLC |
|||
|
KINDER MORGAN KMAP LLC |
|||
|
KINDER MORGAN LINDEN TRANSLOAD TERMINAL LLC |
|||
|
KINDER MORGAN LIQUIDS TERMINALS ST. GABRIEL LLC |
|||
|
KINDER MORGAN PETCOKE GP LLC |
|||
|
KINDER MORGAN PETCOKE, L.P. |
|||
|
By Kinder Morgan Petcoke GP LLC, |
|||
|
its general partner |
|||
|
KINDER MORGAN PETCOKE LP LLC |
|||
|
KINDER MORGAN PETROLEUM TANKERS LLC |
|||
|
KINDER MORGAN PORT MANATEE TERMINAL LLC |
|||
|
KINDER MORGAN PORT SUTTON TERMINAL LLC |
|||
|
KINDER MORGAN PORT TERMINALS USA LLC |
|||
|
KINDER MORGAN RAIL SERVICES LLC |
|||
|
KINDER MORGAN RESOURCES II LLC |
II-14
|
KINDER MORGAN RESOURCES III LLC |
|||
|
KINDER MORGAN RESOURCES LLC |
|||
|
KM KASKASKIA DOCK LLC |
|||
|
KM NORTH CAHOKIA LAND LLC |
|||
|
KM NORTH CAHOKIA TERMINAL PROJECT LLC |
|||
|
LOMITA RAIL TERMINAL LLC |
|||
|
MJR OPERATING LLC |
|||
|
NASSAU TERMINALS LLC |
|||
|
PI 2 PELICAN STATE LLC |
|||
|
PINNEY DOCK & TRANSPORT LLC |
|||
|
SRT VESSELS LLC |
|||
|
STEVEDORE HOLDINGS, L.P. |
|||
|
By Kinder Morgan Petcoke GP LLC, |
|||
|
its general partner |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman of the Board and Chief Executive Officer of Kinder Morgan G.P., Inc., the general partner of Kinder Morgan Operating L.P. "C", the direct or indirect sole member or general partner of each OLP C Member Managed Subsidiary (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc. (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan G.P., Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-15
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "KMBT Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
AGNES B CRANE, LLC |
|||
|
AUDREY TUG LLC |
|||
|
DELTA TERMINAL SERVICES LLC |
|||
|
EMORY B CRANE, LLC |
|||
|
FRANK L. CRANE, LLC |
|||
|
GENERAL STEVEDORES GP, LLC |
|||
|
GENERAL STEVEDORES HOLDINGS LLC |
|||
|
GLOBAL AMERICAN TERMINALS LLC |
|||
|
HAMPSHIRE LLC |
|||
|
JAVELINA TUG LLC |
|||
|
J.R. NICHOLLS LLC |
|||
|
JEANNIE BREWER LLC |
|||
|
KINDER MORGAN AMORY LLC |
|||
|
KINDER MORGAN ARROW TERMINALS, L.P. |
|||
|
By Kinder Morgan River Terminals LLC, |
|||
|
its general partner |
|||
|
KINDER MORGAN COLUMBUS LLC |
|||
|
KINDER MORGAN FLEETING LLC |
|||
|
KINDER MORGAN MARINE SERVICES LLC |
|||
|
KINDER MORGAN MID ATLANTIC MARINE SERVICES LLC |
|||
|
KINDER MORGAN RIVER TERMINALS LLC |
|||
|
KINDER MORGAN SEVEN OAKS LLC |
|||
|
KINDER MORGAN TEXAS TERMINALS, L.P. |
|||
|
By General Stevedores GP, LLC, |
|||
|
its general partner |
|||
|
KM CRANE LLC |
|||
|
KM NORTH CAHOKIA SPECIAL PROJECT LLC |
|||
|
KM SHIP CHANNEL SERVICES LLC |
|||
|
KMBT LLC |
|||
|
MILWAUKEE BULK TERMINALS LLC |
|||
|
MR. BENNETT LLC |
|||
|
MR. VANCE LLC |
|||
|
PADDY RYAN CRANE, LLC |
|||
|
QUEEN CITY TERMINALS LLC |
|||
|
RAZORBACK TUG LLC |
|||
|
RIVER TERMINALS PROPERTIES GP LLC |
|||
|
RIVER TERMINAL PROPERTIES, L.P. |
|||
|
By River Terminals Properties GP LLC, |
|||
|
its general partner |
|||
|
TEXAN TUG LLC |
II-16
|
TRANSLOAD SERVICES, LLC |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ JOHN SCHLOSSER John Schlosser |
President of each KMBT Subsidiary or its general partner, as applicable (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of each KMBT Subsidiary or its general partner, as applicable (Principal Financial and Accounting Officer) |
|||
/s/ DAVID R. DEVEAU David R. DeVeau |
Director of Kinder Morgan Bulk Terminals, Inc., the direct or indirect sole member or general partner of each KMBT Subsidiary |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan Bulk Terminals, Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-17
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each an "OLP D Member Managed Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
CENTRAL FLORIDA PIPELINE LLC |
|||
|
KINDER MORGAN 2-MILE LLC |
|||
|
KINDER MORGAN ADMINISTRATIVE SERVICES TAMPA LLC |
|||
|
KINDER MORGAN BATTLEGROUND OIL LLC |
|||
|
KINDER MORGAN CRUDE TO RAIL LLC |
|||
|
KINDER MORGAN CUSHING LLC |
|||
|
KINDER MORGAN LAS VEGAS LLC |
|||
|
KINDER MORGAN LIQUIDS TERMINALS LLC |
|||
|
KINDER MORGAN MATERIALS SERVICES, LLC |
|||
|
KINDER MORGAN PIPELINE LLC |
|||
|
KINDER MORGAN TANK STORAGE TERMINALS LLC |
|||
|
KINDER MORGAN SOUTHEAST TERMINALS LLC |
|||
|
KM LIQUIDS TERMINALS LLC |
|||
|
KINDER MORGAN URBAN RENEWAL, L.L.C. |
|||
|
KINDER MORGAN VIRGINIA LIQUIDS TERMINALS LLC |
|||
|
PALMETTO PRODUCTS PIPE LINE LLC |
|||
|
RAHWAY RIVER LAND LLC |
|||
|
SOUTHWEST FLORIDA PIPELINE LLC |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
II-18
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman of the Board and Chief Executive Officer of Kinder Morgan G.P., Inc., the general partner of Kinder Morgan Operating L.P. "D", the direct or indirect sole member or general partner of each OLP D Member Managed Subsidiary (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc. (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan G.P., Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-19
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "CO2 Member Managed Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
KINDER MORGAN CRUDE OIL PIPELINES LLC |
|||
|
KINDER MORGAN PECOS LLC |
|||
|
KINDER MORGAN PRODUCTION COMPANY LLC |
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|
KINDER MORGAN WINK PIPELINE LLC |
|||
|
KINDER MORGAN SCURRY CONDUCTOR LLC |
|||
|
By: |
/s/ DAVID R. DEVEAU |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Director, Chairman of the Board and Chief Executive Officer of Kinder Morgan G.P., Inc., the general partner of Kinder Morgan CO2 Company, L.P., the direct or indirect sole member of each CO2 Member Managed Subsidiary (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan G.P., Inc. (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan G.P., Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-20
Pursuant to the requirements of the Securities Act of 1933, Bear Creek Storage Company, L.L.C. has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
BEAR CREEK STORAGE COMPANY, L.L.C. | ||||
By: |
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ KIMBERLY S. WATSON Kimberly S. Watson |
President (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President (Principal Financial and Accounting Officer) |
|||
/s/ DAVID R. DEVEAU David R. DeVeau |
Member of the Management Committee of Southern Natural Gas Company, L.L.C. and Director of Tennessee Gas Pipeline Company, L.L.C., the members of Bear Creek Storage Company, L.L.C. |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Member of the Management Committee of Southern Natural Gas Company, L.L.C. and Director of Tennessee Gas Pipeline Company, L.L.C., the members of Bear Creek Storage Company, L.L.C. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-21
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "KMI Subsidiary") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
CIG PIPELINE SERVICES COMPANY, L.L.C. |
|||
|
EL PASO CHEYENNE HOLDINGS, L.L.C. |
|||
|
EL PASO CNG COMPANY, L.L.C. |
|||
|
EL PASO ENERGY SERVICE COMPANY, LLC |
|||
|
EL PASO LLC |
|||
|
EL PASO MIDSTREAM GROUP LLC |
|||
|
EL PASO NORIC INVESTMENTS III, L.L.C. |
|||
|
EL PASO RUBY HOLDING COMPANY, L.L.C. |
|||
|
EL PASO TENNESSEE PIPELINE CO., L.L.C. |
|||
|
HILAND CRUDE, LLC |
|||
|
HILAND OPERATING, LLC |
|||
|
HILAND PARTNERS, LLC |
|||
|
HILAND PARTNERS HOLDINGS, LLC |
|||
|
INDEPENDENT TRADING & TRANSPORTATION COMPANY I, L.L.C. |
|||
|
KINDER MORGAN CONTRACTING SERVICES LLC |
|||
|
KINDER MORGAN (DELAWARE), LLC |
|||
|
KINDER MORGAN FINANCE COMPANY LLC |
|||
|
KINDER MORGAN SERVICES LLC |
|||
|
KNIGHT POWER COMPANY LLC |
|||
|
SNG PIPELINE SERVICES COMPANY, L.L.C. |
|||
|
TGP PIPELINE SERVICES COMPANY, L.L.C. |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ RICHARD D. KINDER Richard D. Kinder |
Chairman and Chief Executive Officer of Kinder Morgan, Inc., the direct or indirect sole member of each KMI Subsidiary (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President and Chief Financial Officer of Kinder Morgan, Inc. (Principal Financial and Accounting Officer) |
II-22
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ ANTHONY W. HALL, JR.* Anthony W. Hall, Jr. |
Director of Kinder Morgan, Inc. | |||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director of Kinder Morgan, Inc. |
|||
/s/ DEBORAH A. MACDONALD* Deborah A. Macdonald |
Director of Kinder Morgan, Inc. |
|||
/s/ MICHAEL J. MILLER* Michael J. Miller |
Director of Kinder Morgan, Inc. |
|||
/s/ MICHAEL C. MORGAN* Michael C. Morgan |
Director of Kinder Morgan, Inc. |
|||
/s/ FAYEZ SAROFIM* Fayez Sarofim |
Director of Kinder Morgan, Inc. |
|||
/s/ C. PARK SHAPER* C. Park Shaper |
Director of Kinder Morgan, Inc. |
|||
/s/ JOEL V. STAFF* Joel V. Staff |
Director of Kinder Morgan, Inc. |
|||
/s/ ROBERT F. VAGT* Robert F. Vagt |
Director of Kinder Morgan, Inc. |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for the Person indicated |
Constituting a majority of the Board of Directors
II-23
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "CIG Entity") has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
COLORADO INTERSTATE GAS COMPANY, L.L.C. |
|||
|
COLORADO INTERSTATE ISSUING CORPORATION |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ MARK A. KISSEL Mark A. Kissel |
President of each CIG Entity (Principal Executive Officer) | |||
/s/ DAVID P. MICHELS David P. Michels |
Vice President and Chief Financial Officer of each CIG Entity (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Member of the Management Committee of Colorado Interstate Gas Company, L.L.C. and Director of Colorado Interstate Issuing Corporation |
|||
/s/ DAVID R. DEVEAU David R. DeVeau |
Member of the Management Committee of Colorado Interstate Gas Company, L.L.C. and Director of Colorado Interstate Issuing Corporation |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-24
Pursuant to the requirements of the Securities Act of 1933, the registrant below has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
SOUTHERN NATURAL GAS COMPANY, L.L.C. |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ KIMBERLY S. WATSON Kimberly S. Watson |
President (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Member of the Management Committee |
|||
/s/ DAVID R. DEVEAU David R. DeVeau |
Member of the Management Committee |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-25
Pursuant to the requirements of the Securities Act of 1933, the registrant below has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 23, 2015.
|
TENNESSEE GAS PIPELINE COMPANY, L.L.C. |
|||
|
|
/s/ DAVID R. DEVEAU David R. DeVeau Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on February 23, 2015.
Signature
|
Title
|
|||
---|---|---|---|---|
/s/ KIMBERLY S. WATSON Kimberly S. Watson |
President (Principal Executive Officer) | |||
/s/ KIMBERLY A. DANG Kimberly A. Dang |
Vice President (Principal Financial and Accounting Officer) |
|||
/s/ STEVEN J. KEAN* Steven J. Kean |
Director |
|||
/s/ DAVID R. DEVEAU David R. DeVeau |
Director |
|||
*By: |
/s/ DAVID R. DEVEAU David R. DeVeau Attorney-in-fact for persons indicated |
II-26
Exhibit Number |
|
Description of Exhibit | ||
---|---|---|---|---|
1.1 | ** | | Underwriting Agreement. | |
4.1 | | Senior Indenture, dated as of March 1, 2012, between Kinder Morgan, Inc. and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 and incorporated herein by reference). | ||
4.2 | | Form of Senior Note of Kinder Morgan, Inc. (included in the Senior Indenture filed as Exhibit 4.1 to Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 and incorporated herein by reference). | ||
4.3 | | Subordinated Indenture, dated as of March 1, 2012, between Kinder Morgan, Inc. and U.S. Bank National Association, as Trustee (filed as Exhibit 4.3 to Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 and incorporated herein by reference). | ||
4.4 | | Form of Subordinated Note of Kinder Morgan, Inc. (included in the Subordinated Indenture filed as Exhibit 4.3 to Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 and incorporated herein by reference). | ||
4.5 | | Cross Guarantee Agreement (filed as Exhibit 10.60 to Kinder Morgan, Inc.'s annual report on Form 10-K for the year ended December 31, 2014). | ||
4.6 | | Form of certificate representing Class P common shares of Kinder Morgan, Inc. (filed as Exhibit 4.1 to Kinder Morgan, Inc.'s Registration Statement on Form S-1 filed on January 18, 2011 (File No. 333-170773) and incorporated herein by reference). | ||
4.7 | | Shareholders Agreement among Kinder Morgan, Inc. and certain holders of common stock (filed as Exhibit 4.2 to Kinder Morgan, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-35081) and incorporated herein by reference). | ||
5.1 | *** | | Opinion of Bracewell & Giuliani LLP as to the legality of the securities being offered. | |
5.2 | * | | Opinion of Bracewell & Giuliani LLP as to the legality of the securities being offered. | |
23.1 | *** | | Consent of Bracewell & Giuliani LLP (included in their opinion filed as Exhibit 5.1). | |
23.2 | * | | Consent of Bracewell & Giuliani LLP (included in their opinion filed as Exhibit 5.2). | |
23.3 | * | | Consent of PricewaterhouseCoopers LLP with respect to Kinder Morgan, Inc. | |
23.4 | * | | Consent of Netherland, Sewell & Associates, Inc. with respect to Kinder Morgan, Inc. | |
24.1 | *** | | Powers of attorney. | |
25.1 | *** | | Form T-1 Statement of Eligibility related to Senior Debt Securities and Subordinated Debt Securities under the Trust Indenture Act of U.S. Bank National Association. |
February 23, 2015
Kinder
Morgan, Inc.
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Kinder Morgan, Inc., a Delaware corporation (the "Corporation"), in connection with the Registration Statement on Form S-3 (Registration No. 333-200421) (the "Initial Registration Statement") filed by the Corporation on November 21, 2014 with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and Post-Effective Amendment No. 1 to the Initial Registration Statement filed with the Commission on the date hereof ("Post-Effective Amendment No. 1" and, together with the Initial Registration Statement, the "Registration Statement") relating to the offering from time to time, pursuant to Rule 415 under the Securities Act, of (i) an indeterminate number of shares of the Corporation's Class P common stock, par value $0.01 per share (the "Common Stock"), (ii) an indeterminate principal amount of the Corporation's debt securities, whether senior or subordinated (collectively, the "Debt Securities") and (iii) the guarantees (the "Guarantees") of the Corporation's Debt Securities by one or more subsidiaries of the Corporation identified in the Registration Statement (the "Subsidiary Guarantors") pursuant to a Cross Guarantee Agreement among the Corporation and the Subsidiary Guarantors (the "Cross Guarantee Agreement"). We have been asked by the Corporation to render this opinion.
We have examined originals or copies of (i) the Registration Statement, (ii) the Indentures, each dated as of March 1, 2012 (collectively, the "Indentures"), by and between the Corporation and U.S. Bank National Association (the "Trustee"), pursuant to which the senior debt securities and the subordinated debt securities, as applicable, will be issued, (iii) the Cross Guarantee Agreement, (iv) the Certificate of Incorporation of the Corporation, as amended to date, (v) the Bylaws of the Corporation, as amended to date, (vi) certain resolutions adopted by the Board of Directors of the Corporation, and (vii) such other documents and records as we have deemed necessary and relevant for the purposes hereof. In addition, we have relied on certificates of officers of the Corporation and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In the course of such examinations and investigations, we have assumed the genuineness of all signatures, the authenticity of all documents and records submitted to us as originals, the conformity to original documents and records of all documents and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. We also have assumed the due execution and delivery of the Indentures by a duly authorized officer of the Trustee, and that the Commission filing fee with respect to any Common Stock or Debt Securities sold pursuant to the Registration Statement will be paid at the appropriate time.
Based on the foregoing and subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:
Kinder
Morgan, Inc.
February 23, 2015
Page 2
The foregoing opinion is based on and limited to applicable New York law, the General Corporation Law of the State of Delaware and the applicable federal laws of the United States of America, and we render no opinion with respect to the law of any other jurisdiction. The reference to the General Corporation Law of the State of Delaware in the preceding sentence includes the referenced statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial cases interpreting those laws currently in effect.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to our firm under the heading "Validity of the Securities" in the prospectus included in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the Commission thereunder.
Very truly yours, /s/ Bracewell & Giuliani LLP |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of our report dated February 23, 2015 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Kinder Morgan, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2014. We also consent to the references to us under the heading "Experts" in such registration statement.
/s/ PricewaterhouseCoopers LLP
Houston,
Texas
February 23, 2015
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As oil and gas consultants, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of our report dated January 8, 2015, included in Kinder Morgan, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2014, and to the reference to us under the caption "Experts" appearing in such Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC. | ||||
By: |
/s/ DANNY D. SIMMONS Danny D. Simmons, P.E. President and Chief Operating Officer |
Houston,
Texas
February 23, 2015
Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.
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end