Kinder Morgan, Inc. (NYSE American: EP) sells 5.550% and 6.150% senior notes
Rhea-AI Filing Summary
Kinder Morgan, Inc. entered into an Underwriting Agreement on July 28, 2026 to sell $1,150,000,000 of 5.550% Senior Notes due 2036 and $600,000,000 of 6.150% Senior Notes due 2056, together referred to as the Notes and guaranteed under an existing Cross Guarantee Agreement.
The Notes will be issued under a 2012 Indenture, mature on August 1, 2036 and August 1, 2056, and pay interest semi-annually on February 1 and August 1 each year, beginning February 1, 2027, with interest accruing from August 6, 2026. Kinder Morgan may redeem all or part of the Notes at applicable redemption prices, and customary events of default can accelerate the entire principal.
The securities are being offered and sold pursuant to a prospectus supplement and related prospectus filed under a shelf registration statement on Form S-3. Kinder Morgan expects to use the proceeds for general corporate purposes, including repayment of commercial paper borrowings and refinancing upcoming debt maturities.
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Underwriting Agreement financial
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Indenture financial
event of default financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
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Item 8.01. Other Events.
On July 28, 2026, Kinder Morgan, Inc. (“KMI”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., CIBC World Markets Corp., PNC Capital Markets LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, pursuant to which KMI agreed to sell (i) $1,150,000,000 aggregate principal amount of KMI’s 5.550% Senior Notes due 2036 (the “2036 Notes”) and (ii) $600,000,000 aggregate principal amount of 6.150% Senior Notes due 2056 (the “2056 Notes” and, together with the 2036 Notes, the “Notes”).
The Notes are guaranteed pursuant to a Cross Guarantee Agreement, which is described in and filed as Exhibit 10.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Underwriting Agreement contains customary representations and warranties by KMI. The Underwriting Agreement also contains customary indemnification and contribution provisions whereby KMI and the underwriters have agreed to indemnify each other against certain liabilities. The Notes were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-275130).
The Notes will be issued pursuant to an Indenture, dated as of March 1, 2012, between KMI and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee. The 2036 Notes will mature on August 1, 2036. The 2056 Notes will mature on August 1, 2056. Interest on the Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. Interest on the Notes will accrue from August 6, 2026. KMI may redeem all or a part of the Notes at any time at the applicable redemption prices.
Upon the occurrence of an event of default under the Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants and bankruptcy and insolvency related defaults, the obligations of KMI under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
KMI expects to use the proceeds from the offering of the Notes for general corporate purposes, including repayment of commercial paper borrowings and refinancing upcoming debt maturities. The underwriters and their related entities have, from time to time, engaged in commercial and investment banking transactions with KMI and its affiliates and provided financial advisory services for KMI and its affiliates in the ordinary course of their business, and may do so in the future. The underwriters and their related entities have received and in the future will receive customary compensation and expense reimbursement for these commercial and investment banking transactions and financial advisory services.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated July 28, 2026, by and among Kinder Morgan, Inc. and the underwriters party thereto. |
| 104 | Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language). |
SIGNATURES
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, INC. | ||
| Date: August 3, 2026 | ||
| By: | /s/ David P. Michels | |
| Name: | David P. Michels | |
| Title: | Vice President and Chief Financial Officer | |