NGPL PipeCo LLC Announces That It Has Commenced Consent Solicitations with respect to its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031
NGPL PipeCo has initiated consent solicitations for holders of its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031. This action is connected to a previously announced transaction where Brookfield Infrastructure will sell its 25% interest in NGPL Holdings to ArcLight Capital Partners. Upon completion, ArcLight funds and Kinder Morgan (NYSE: KMI) will each control 50% of board elections, with ArcLight holding 62.5% economic interest and KMI retaining 37.5%.
The transaction may constitute a 'Change of Control' under each indenture. The company is seeking amendments to prevent this classification. Noteholders who consent by April 8, 2025, will receive a $1.00 fee per $1,000 in principal amount. The transaction is expected to close in Q2 2025, subject to conditions.
NGPL PipeCo ha avviato le richieste di consenso per i detentori delle sue Note Senior al 4,875% con scadenza nel 2027 e delle Note Senior al 3,250% con scadenza nel 2031. Questa azione è collegata a una transazione precedentemente annunciata in cui Brookfield Infrastructure venderà la sua partecipazione del 25% in NGPL Holdings a ArcLight Capital Partners. Al termine dell'operazione, i fondi ArcLight e Kinder Morgan (NYSE: KMI) controlleranno ciascuno il 50% delle elezioni del consiglio, con ArcLight che detiene il 62,5% dell'interesse economico e KMI il 37,5%.
La transazione potrebbe costituire un 'Cambiamento di Controllo' ai sensi di ciascun contratto. L'azienda sta cercando emendamenti per prevenire questa classificazione. I detentori di note che daranno il consenso entro l'8 aprile 2025 riceveranno una tariffa di $1,00 per ogni $1.000 di importo principale. Si prevede che la transazione si chiuda nel secondo trimestre del 2025, soggetta a condizioni.
NGPL PipeCo ha iniciado solicitudes de consentimiento para los tenedores de sus Notas Senior al 4.875% con vencimiento en 2027 y Notas Senior al 3.250% con vencimiento en 2031. Esta acción está relacionada con una transacción previamente anunciada en la que Brookfield Infrastructure venderá su participación del 25% en NGPL Holdings a ArcLight Capital Partners. Al finalizar, los fondos de ArcLight y Kinder Morgan (NYSE: KMI) controlarán cada uno el 50% de las elecciones de la junta, con ArcLight manteniendo un interés económico del 62.5% y KMI un 37.5%.
La transacción puede constituir un 'Cambio de Control' bajo cada contrato. La empresa está buscando enmiendas para prevenir esta clasificación. Los tenedores de notas que consientan antes del 8 de abril de 2025 recibirán una tarifa de $1.00 por cada $1,000 en monto principal. Se espera que la transacción se cierre en el segundo trimestre de 2025, sujeta a condiciones.
NGPL PipeCo는 2027년 만기 4.875% 선순위 채권과 2031년 만기 3.250% 선순위 채권 보유자에 대한 동의 요청을 시작했습니다. 이 조치는 Brookfield Infrastructure가 NGPL Holdings의 25% 지분을 ArcLight Capital Partners에 매각할 것이라는 이전에 발표된 거래와 관련이 있습니다. 거래가 완료되면 ArcLight 기금과 Kinder Morgan (NYSE: KMI)는 각각 이사회 선거의 50%를 통제하게 되며, ArcLight는 62.5%의 경제적 이익을 보유하고 KMI는 37.5%를 유지합니다.
이 거래는 각 계약서에 따라 '지배권 변경'으로 간주될 수 있습니다. 회사는 이 분류를 방지하기 위해 수정안을 요청하고 있습니다. 2025년 4월 8일까지 동의하는 채권 보유자는 $1,000의 원금에 대해 $1.00의 수수료를 받을 수 있습니다. 거래는 2025년 2분기에 종료될 것으로 예상되며, 조건에 따라 달라질 수 있습니다.
NGPL PipeCo a lancé des demandes de consentement pour les détenteurs de ses Obligations Senior à 4,875% arrivant à échéance en 2027 et à 3,250% arrivant à échéance en 2031. Cette action est liée à une transaction précédemment annoncée dans laquelle Brookfield Infrastructure vendra sa participation de 25% dans NGPL Holdings à ArcLight Capital Partners. Une fois la transaction terminée, les fonds ArcLight et Kinder Morgan (NYSE: KMI) contrôleront chacun 50% des élections du conseil, ArcLight détenant 62,5% de l'intérêt économique et KMI 37,5%.
La transaction pourrait constituer un 'Changement de Contrôle' selon chaque contrat. La société cherche des amendements pour éviter cette classification. Les détenteurs d'obligations qui consentent avant le 8 avril 2025 recevront des frais de 1,00 $ pour chaque 1 000 $ de montant principal. La transaction devrait se clôturer au deuxième trimestre de 2025, sous réserve de conditions.
NGPL PipeCo hat Zustimmungsgesuche für Inhaber seiner 4,875% Senior Notes mit Fälligkeit 2027 und 3,250% Senior Notes mit Fälligkeit 2031 eingeleitet. Diese Maßnahme steht im Zusammenhang mit einer zuvor angekündigten Transaktion, bei der Brookfield Infrastructure seine 25% Beteiligung an NGPL Holdings an ArcLight Capital Partners verkaufen wird. Nach Abschluss werden die ArcLight-Fonds und Kinder Morgan (NYSE: KMI) jeweils 50% der Vorstandswahlen kontrollieren, wobei ArcLight 62,5% wirtschaftliches Interesse hält und KMI 37,5% behält.
Die Transaktion könnte einen 'Kontrollwechsel' gemäß jedem Vertrag darstellen. Das Unternehmen strebt Änderungen an, um diese Einstufung zu verhindern. Anleiheinhaber, die bis zum 8. April 2025 zustimmen, erhalten eine Gebühr von 1,00 $ pro 1.000 $ Nennbetrag. Der Abschluss der Transaktion wird im 2. Quartal 2025 erwartet, vorbehaltlich bestimmter Bedingungen.
- Moody's and S&P affirmed their ratings of the Notes following transaction announcement
- Notes will remain unsecured obligations of the Company
- Potential triggering of Change of Control event could force company to repurchase notes
- Transaction may lead to significant ownership structure changes affecting company control
Insights
This consent solicitation from NGPL PipeCo represents a structural reorganization that should have minimal impact on Kinder Morgan's operations or financial outlook. The transaction involves ArcLight Capital Partners acquiring Brookfield Infrastructure's 25% stake in NGPL Holdings (NGPL PipeCo's parent company), reshaping the ownership structure while preserving KMI's operational role.
The key aspect here is the governance versus economic interest imbalance - post-transaction, KMI will retain 50% board representation but hold only a 37.5% economic interest, while ArcLight will control 62.5% economically with equal board rights. This governance arrangement maintains KMI's significant influence despite its minority economic position.
Most importantly, both Moody's and S&P have affirmed their credit ratings following the transaction announcement, indicating this ownership change doesn't materially affect the credit profile. The consent solicitation itself is merely a technical exercise to prevent triggering the "Change of Control" provisions in the indentures, which could otherwise require repurchase offers if accompanied by credit rating downgrades.
From KMI's perspective, this transaction represents continuity rather than change - they maintain their operational control of valuable pipeline assets, preserve meaningful governance rights, and avoid potential complications with debt obligations. The
The Consent Solicitation with respect to each Series of Notes is being conducted in connection with the previously announced transaction (the "Transaction") pursuant to which Brookfield Infrastructure US Holdings I, a
The consummation of the Transaction may arguably constitute a "Change of Control" under each Indenture, which may result in a "Change of Control Triggering Event" (as defined in the applicable Indenture) for such Series of Notes if such Series of Notes are downgraded by any two of the three Rating Agencies (as defined in the Indenture) on any date during the period commencing 90 days before or after the earliest to occur of (i) a Change of Control, (ii) public notice of the occurrence of a Change of Control or (iii) public notice of the intention by the Company to effect a Change of Control. On March 24, 2025 and March 21, 2025, following the announcement of the Transaction, Moody's and S&P, respectively, released reports affirming their ratings of the Notes (Fitch does not rate the Notes). Each Series of Notes are currently and will remain unsecured obligations of the Company.
The Proposed Amendments with respect to each Series of Notes would amend the defined term "Change of Control" in each Indenture to provide that the Transaction will not constitute a Change of Control under such Indenture. The Proposed Amendments with respect to each Series of Notes constitute a single proposal for the Consent Solicitation relating to such Series of Notes, and a consenting Holder must consent to the Proposed Amendments as an entirety with respect to such Series of Notes and may not consent electively with respect to certain of the Proposed Amendments with respect to such Series of Notes.
To be eligible to receive a fee (the "Consent Fee") equal to
Approving the Proposed Amendments relating to a particular Series of Notes requires Consents from relevant Holders or their duly designated proxies ("Duly Designated Proxies") in respect of a majority in aggregate principal amount of such Series of Notes then outstanding, in each case, excluding any Notes of such Series of Notes owned by the Company or its affiliates (the "Requisite Consents"). Upon receipt of the Requisite Consents to the Proposed Amendments relating to a particular Series of Notes, the Company and
The Proposed Amendments contained in a Supplemental Indenture relating to a particular Series of Notes will become operative on the date the Consent Fee relating to such Series of Notes is paid. After the Proposed Amendments relating to a particular Series of Notes become operative, all current Holders of such Series of Notes, including non-consenting Holders of such Series of Notes, and all subsequent Holders of such Series of Notes, will be bound by the relevant Proposed Amendments to the Indenture. The Company considers the solicitation of Consents of the Holders of the 2027 Notes and the 2031 Notes as a separate Consent Solicitation and each Consent Solicitation may be individually consummated, amended, extended or terminated, and a Holder of both Series of Notes may elect, at its sole discretion, to consent to the Proposed Amendments with respect to only one such Series of Notes without consenting to the Proposed Amendments with respect to the other Series of Notes.
ArcLight will, substantially concurrent with the closing of the Transaction, pay the Consent Fee relating to the applicable Series of Notes to each holder of such Series of Notes who validly consented and did not revoke their consent on or prior to the Consent Date, subject to satisfaction or waiver of all of the conditions set forth in the Consent Solicitation Statement, including the closing of the Transaction and the Cross-Condition (as defined in the Consent Solicitation Statement).
No Consent Fee will be paid in connection with a Consent Solicitation if the Requisite Consents relating to the applicable Series of Notes are not received, if such Consent Solicitation is terminated for any reason or if one of the conditions described in the Consent Solicitation Statement, including the closing of the Transaction or the Cross-Condition, is not satisfied or waived. The Company reserves the right to terminate, withdraw or amend any Consent Solicitation at any time and from time to time.
If the Requisite Consents relating to a particular Series of Notes are not received, the Company intends to terminate the Consent Solicitation relating to such Series of Notes and, in such case, the Company would, in the event of a "Change of Control Triggering Event" with respect to such Series of Notes, conduct a "Change of Control Offer" with respect to such Series of Notes in accordance with the terms and conditions of the applicable Indenture, if required by such Indenture.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. Each Consent Solicitation is being made only pursuant to the Consent Solicitation Statement dated March 31, 2025. The Consent Solicitations are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require any Consent Solicitation to be made by a licensed broker or dealer, such Consent Solicitation will be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Barclays Capital Inc. is acting as the sole solicitation agent (in such capacity, the "Solicitation Agent") for the Consent Solicitations. Global Bondholder Services Corporation is acting as the information, tabulation and paying agent for the Consent Solicitations.
Requests for the Consent Solicitation Statement may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (855) 654-2014 (toll free).
Questions or requests for assistance in relation to the Consent Solicitations may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect).
About the Company
NGPL PipeCo LLC (the "Company") is a
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
About Kinder Morgan, Inc.
Kinder Morgan, Inc. (NYSE: KMI) is one of the largest energy infrastructure companies in
Forward-Looking Statements
This news release includes forward-looking statements. Generally, the words "expects," "believes," anticipates," "plans," "will," "would," "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 expected ratings of the Notes, whether in connection with the Transaction or otherwise, and the 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 the Company 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, the Company 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.
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FAQ
What changes will occur in NGPL Holdings 's ownership structure after the transaction?
What is the consent fee offered to NGPL PipeCo noteholders?
When is the expected closing date for the NGPL Holdings transaction?
What happens if NGPL PipeCo doesn't receive required consents for the notes?
