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

Rhea-AI Summary

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.

Positive

• Moody's and S&P affirmed their ratings of the Notes following transaction announcement
• Notes will remain unsecured obligations of the Company

Negative

• 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

Financial Analyst

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 $1.00 consent fee per $1,000 in principal amount is nominal, reinforcing that this is primarily a procedural matter.

NEW YORK, March 31, 2025 /PRNewswire/ -- NGPL PipeCo LLC, a Delaware limited liability company (the "Company"), has announced that it has commenced solicitations of consents (each, a "Consent Solicitation") from holders ("Holders") of the Company's 4.875% Senior Notes due 2027 (the "2027 Notes") and 3.250% Senior Notes due 2031 (the "2031 Notes" and, together with the 2027 Notes, the "Notes" and each a "Series of Notes") to certain amendments (the "Proposed Amendments") to the Indenture, dated as of August 1, 2017, relating to the 2027 Notes (the "2027 Notes Indenture"), by and between the Company and U.S. Bank National Association ("U.S. Bank"), as trustee, as amended and supplemented to date, and the Indenture, dated as of May 14, 2021, relating to the 2031 Notes (the "2031 Notes Indenture" and, together with the 2027 Notes Indenture, each, an "Indenture" and collectively, the "Indentures"), by and between the Company and U.S. Bank, as trustee, as amended and supplemented to date.

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 Delaware corporation, agreed to sell entities that hold its entire 25.0% interest in NGPL Holdings LLC ("NGPL Holdings"), the Company's indirect parent company, to one or more funds controlled by ArcLight Capital Partners, LLC ("ArcLight"). Upon closing of the Transaction, ArcLight funds and Kinder Morgan, Inc. (NYSE: KMI) ("Kinder Morgan") will each hold equal entitlements to elect 50% of the members of the board of directors, and ArcLight funds will hold a 62.5% economic interest in NGPL Holdings. Kinder Morgan will continue to operate the Company's pipeline assets and holds a 37.5% economic interest in NGPL Holdings. The Transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.

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 $1.00 in cash for each $1,000 in principal amount of a Series of Notes for which Consents are properly delivered and not validly revoked, Holders of such Series of Notes must validly consent to the Proposed Amendments relating to such Series of Notes as part of the applicable Consent Solicitation on or prior to 5:00 p.m., New York City time, on April 8, 2025 (such date and time, as they may be extended, the "Consent Date"). Consents relating to a particular Series of Notes may only be revoked prior to the applicable withdrawal deadline (the "Withdrawal Deadline"), which is the earlier of (A) 5:00 p.m., New York City time, on April 8, 2025, unless extended by the Company, and (b) such time and date as Requisite Consents have been received and not validly revoked with respect to such Series of Notes.

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 U.S. Bank, in its capacity as trustee, will execute and deliver a supplemental indenture (each, a "Supplemental Indenture," and collectively, the "Supplemental Indentures") to the 2027 Indenture or the 2031 Indenture, as applicable, setting forth the applicable Proposed Amendments.

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 Delaware limited liability company and issuer of each Series of Notes. Natural Gas Pipeline Company of America LLC, an indirectly wholly owned subsidiary of the Company ("OpCo"), 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 export facilities and other markets located on the Texas and Louisiana Gulf Coast. OpCo has approximately 9,100 miles of pipeline, more than 1 million compression horsepower and 288 billion cubic feet of working natural gas storage. OpCo provides its customers access to all major natural gas supply basins directly and through its numerous interconnects with intrastate and interstate pipeline systems.

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, 704 Bcf of working natural gas storage capacity and have renewable natural gas production capacity of approximately 6.1 Bcf per year with an additional 0.8 Bcf in development. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO2, 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 http://www.kindermorgan.com/.  

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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SOURCE NGPL PipeCo LLC

FAQ

What changes will occur in NGPL Holdings 's ownership structure after the transaction?

ArcLight will hold 62.5% economic interest, while KMI will retain 37.5%. Both will have equal board election rights at 50% each.

What is the consent fee offered to NGPL PipeCo noteholders?

Noteholders will receive $1.00 per $1,000 in principal amount for consents delivered by April 8, 2025.

When is the expected closing date for the NGPL Holdings transaction?

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

What happens if NGPL PipeCo doesn't receive required consents for the notes?

The company will terminate the consent solicitation and conduct a 'Change of Control Offer' if required by the indenture.