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EX-1.1 - EX-1.1 - KINDER MORGAN ENERGY PARTNERS L Pa13-18351_1ex1d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 7, 2013

 

KINDER MORGAN ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

 

1-11234

(Commission

File Number)

 

76-0380342

(I.R.S. Employer

Identification No.)

 

1001 Louisiana Street, Suite 1000

Houston, Texas 77002

(Address of principal executive offices, including zip code)

 

713-369-9000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01.  Entry into a Material Definitive Agreement.

 

On August 7, 2013, Kinder Morgan Energy Partners, L.P. (the “Partnership”) entered into an Equity Distribution Agreement (the “Agreement”) with UBS Securities LLC (“UBS”).  Pursuant to the terms of the Agreement, the Partnership may sell from time to time through UBS, as the Partnership’s sales agent, the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $1.9 billion (the “Units”).  Sales of the Units, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed between the Partnership and UBS.

 

Under the terms of the Agreement, the Partnership may also sell Units from time to time to UBS as principal for its own account at a price to be agreed upon at the time of sale.  Any sale of Units to UBS as principal would be pursuant to the terms of a separate terms agreement between the Partnership and UBS.

 

The Units will be issued pursuant to the Partnership’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-189697).

 

The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and this description of the Agreement is qualified in its entirety by reference to such exhibit.  The Agreement is also filed with reference to, and is incorporated by reference into, the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

1.1                               Equity Distribution Agreement, dated August 7, 2013, between Kinder Morgan Energy Partners, L.P. and UBS Securities LLC.

 

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S I G N A T U R E

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

KINDER MORGAN ENERGY PARTNERS, L.P.

 

 

 

 

By:

KINDER MORGAN G.P., INC.,

 

 

its general partner

 

 

 

 

 

By:

KINDER MORGAN MANAGEMENT, LLC,

 

 

 

its delegate

 

 

 

 

Dated: August 9, 2013

 

 

By:

/s/ Kimberly A. Dang

 

 

 

 

Kimberly A. Dang

 

 

 

 

Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

1.1

 

Equity Distribution Agreement, dated August 7, 2013, between Kinder Morgan Energy Partners, L.P. and UBS Securities LLC

 

4