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KMP > SEC Filings for KMP > Form 8-K on 3-Jun-2013All Recent SEC Filings

Show all filings for KINDER MORGAN ENERGY PARTNERS L P | Request a Trial to NEW EDGAR Online Pro

Form 8-K for KINDER MORGAN ENERGY PARTNERS L P


3-Jun-2013

Entry into a Material Definitive Agreement, Financial Statement


Item 1.01. Entry into a Material Definitive Agreement.

On June 3, 2013, Kinder Morgan Energy Partners, L.P. (the "Partnership") entered into a Fourth Amended and Restated Equity Distribution Agreement (the "Agreement") with UBS Securities LLC ("UBS"). The Agreement amends and restates the Third Amended and Restated Equity Distribution Agreement, dated February 27, 2012 (the "Previous Agreement"), between the Partnership and 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 $2.175 billion (the "Units"). Common units having an aggregate offering price of approximately $1,826,588,644 million were sold pursuant to the terms of the Previous Agreement. Therefore, common units having an aggregate offering price of up to approximately $348,411,357 million are available for offer and sale pursuant to the terms of the Agreement. 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. 333-179377).

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          Fourth Amended and Restated Equity Distribution Agreement, dated
             June 3, 2013, between Kinder Morgan Energy Partners, L.P. and UBS
             Securities LLC.


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: June 3, 2013 By: /s/ Kimberly A. Dang Kimberly A. Dang Vice President and Chief Financial Officer


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