NGPL PipeCo LLC Announces Sale of Indirect Interest in NGPL Holdings LLC

Rhea-AI Summary

NGPL PipeCo announced that Brookfield Infrastructure Partners L.P. will sell its 25.0% minority interest in NGPL Holdings to ArcLight Capital Partners, . Upon completion, ArcLight funds will control a 62.5% stake, while Kinder Morgan (KMI) maintains its 37.5% interest and continues to operate the pipeline assets. The transaction is expected to close in Q2 2025.

NGPL is a strategic asset as the largest natural gas transporter to the Chicago market and a major transporter to LNG export facilities on the Texas and Louisiana Gulf Coast. The company operates approximately 9,100 miles of pipeline, over 1 million compression horsepower, and 288 billion cubic feet of working natural gas storage, providing access to all major natural gas supply basins.

Positive

• Strategic asset position as largest natural gas transporter to Chicago market
• Extensive infrastructure with 9,100 miles of pipeline and 288 bcf storage capacity
• Strong market access to all major natural gas supply basins
• Key role in LNG export facility transportation

Negative

• Brookfield's complete exit from NGPL Holdings ownership
• Transaction subject to closing conditions creating execution uncertainty

Insights

Infrastructure Investment Expert

This ownership transition at NGPL Holdings represents a meaningful shift in the partnership structure for one of Kinder Morgan's key operated assets. With ArcLight funds increasing their position to 62.5% majority ownership while KMI maintains its 37.5% stake and operational control, we're seeing a reconfiguration rather than a fundamental change in asset management.

NGPL's strategic value is substantial - it's the largest transporter into the Chicago market and a critical link to Gulf Coast LNG export facilities, operating 9,100 miles of pipeline with 288 billion cubic feet of working gas storage capacity. This infrastructure remains essential regardless of ownership composition, and KMI's continued operational control ensures consistency in management approach.

For KMI investors, this development is relatively neutral. The company neither increases nor decreases its financial exposure to NGPL, though it does exchange Brookfield for ArcLight as its principal co-investor. ArcLight, with its extensive experience owning and operating 47,000 miles of electric and gas transmission infrastructure, brings significant sector expertise that aligns with KMI's operational focus.

The transaction mechanics and valuation remain undisclosed, preventing assessment of implied value for KMI's stake in NGPL Holdings. However, such partnership recalibrations are routine in the infrastructure sector and typically proceed without operational disruption.

Energy Market Analyst

This transaction occurs against a backdrop where natural gas transportation infrastructure maintains critical importance in the North American energy landscape. NGPL's strategic positioning connecting major supply basins to both the premium Chicago market and Gulf Coast LNG export terminals gives it enduring utility regardless of ownership structure.

KMI's continued operational control of NGPL preserves the integration with its broader 79,000-mile pipeline network, maintaining operational synergies while working with a new majority partner. ArcLight's substantial energy infrastructure portfolio suggests they'll likely maintain NGPL's current market position rather than pursue radical strategic shifts.

The unchanged ownership percentage for KMI (37.5%) means stable proportional exposure to NGPL's cash flows and capital requirements. Infrastructure assets of this scale and strategic importance typically change ownership without disrupting operations or commercial relationships, as the underlying asset value derives from long-term contracted revenues and regulated returns.

For natural gas shippers and consumers served by NGPL, this ownership transition should proceed seamlessly, as regulatory oversight and existing service obligations continue regardless of upstream corporate structure changes. The transaction timing, with expected closing in Q2 2025, provides ample transition planning while regulatory approvals are secured.

Brookfield Infrastructure Partners L.P. has agreed to sell entities to ArcLight Capital Partners, LLC

HOUSTON--(BUSINESS WIRE)-- NGPL PipeCo LLC (PipeCo) today announced that Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN) has agreed to sell entities that hold its entire 25.0% minority interest in NGPL Holdings LLC (NGPL Holdings), PipeCo’s indirect parent company, to one or more funds controlled by ArcLight Capital Partners, LLC (ArcLight). Upon closing, ArcLight funds will hold a 62.5% interest in NGPL Holdings. Kinder Morgan, Inc. (NYSE: KMI) continues to operate PipeCo’s pipeline assets and holds a 37.5% interest in NGPL Holdings. The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.

Natural Gas Pipeline Company of America LLC (NGPL), an indirectly wholly owned subsidiary of NGPL Holdings and PipeCo, is the largest transporter of natural gas into the high-demand Chicago-area market as well as one of the largest interstate pipeline systems in the country. It is also a major transporter of natural gas to large liquefied natural gas (LNG) export facilities and other markets located on the Texas and Louisiana Gulf Coast. NGPL has approximately 9,100 miles of pipeline, more than 1 million compression horsepower and 288 billion cubic feet of working natural gas storage. NGPL provides its customers access to all major natural gas supply basins directly and through its numerous interconnects with intrastate and interstate pipeline systems.

About Brookfield Infrastructure Partners L.P.

Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across the Americas, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can access its portfolio either through Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further information is available at https://bip.brookfield.com.

Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management. For more information, go to https://brookfield.com.

About ArcLight Capital Partners, LLC

ArcLight is a leading infrastructure investor which has been investing in critical electrification infrastructure since its founding in 2001. ArcLight has owned, controlled or operated over ~65 GW of assets and 47,000 miles of electric and gas transmission and storage infrastructure representing $80 billion of enterprise value. ArcLight has a long and proven track record of value-added investing across its core investment sectors including power, hydro, solar, wind, battery storage, electric transmission and natural gas transmission and storage infrastructure to support the growing need for power, reliability, security, and sustainability. ArcLight's team employs an operationally intensive investment approach that benefits from its dedicated in-house strategic, technical, operational, and commercial specialists, as well as the firm's ~1,900-person asset management partner. For more information, please visit www.arclight.com.

About Kinder Morgan, Inc.

Kinder Morgan, Inc. (NYSE: KMI) is one of the largest energy infrastructure companies in North America. Access to reliable, affordable energy is a critical component for improving lives around the world. We are committed to providing energy transportation and storage services in a safe, efficient and environmentally responsible manner for the benefit of the people, communities and businesses we serve. We own an interest in or operate approximately 79,000 miles of pipelines, 139 terminals, 702 Bcf of working natural gas storage capacity and have renewable natural gas production capacity of approximately 5.6 Bcf per year with an additional 0.8 Bcf in development. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, carbon dioxide, renewable fuels and other products, and our terminals store and handle various commodities, including gasoline, diesel fuel, jet fuel, chemicals, metals, petroleum coke, and ethanol and other renewable fuels and feedstocks. Learn more about our work advancing energy solutions on the lower carbon initiatives page at www.kindermorgan.com.

Important Information Relating to Forward-Looking Statements

This news release includes forward-looking statements. Generally, the words “expects,” “believes,” anticipates,” “plans,” “will,” “shall,” “estimates,” and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements in this news release include express or implied statements concerning the proposed transaction, including the parties’ ability to satisfy customary conditions to closing and the anticipated timing of closing. Forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to them. Although PipeCo believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance as to when or if any forward-looking statements will materialize. Important factors that could cause actual results to differ materially from those expressed in or implied by these forward-looking statements include the ability of the parties to satisfy customary conditions to closing of the transaction. Forward-looking statements speak only as of the date they were made, and except to the extent required by law, PipeCo undertakes no obligation to update any forward-looking statement because of new information, future events or other factors. Because of these risks and uncertainties, readers should not place undue reliance on forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250321607680/en/

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Source: Kinder Morgan, Inc.

FAQ

What ownership changes will occur in NGPL Holdings after the ArcLight acquisition in 2025?

After the deal closes, ArcLight will own 62.5%, while KMI retains 37.5% and continues operating the pipeline assets.

What is the size and scope of NGPL's pipeline infrastructure?

NGPL operates 9,100 miles of pipeline, 1M+ compression horsepower, and 288 billion cubic feet of working natural gas storage.

When is the NGPL ownership transfer expected to complete?

The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.

What are NGPL's key market positions in natural gas transportation?

NGPL is the largest natural gas transporter to Chicago and a major transporter to LNG export facilities on the Texas and Louisiana Gulf Coast.