KMI-10.11.2012-8K Secondary Offering


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):  October 11, 2012
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
of incorporation)
001-35081
(Commission
File Number)
80-0682103
(I.R.S. Employer
Identification No.)

 
500 Dallas 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 7.01.  Regulation FD Disclosure
In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Secondary Offering
Certain stockholders (the “Selling Stockholders”) of Kinder Morgan, Inc. (“KMI”) are commencing an underwritten public offering (the “Offering”) of 69,296,921 shares of Class P common stock, par value $0.01 per share, of KMI (the “Shares”) pursuant to an effective registration statement on Form S-3 (File No. 333-179812). It is expected that the Selling Stockholders will sell all of their holdings of KMI common stock in the Offering. Neither KMI nor KMI's management is selling any shares of common stock in the Offering, and KMI will not receive any of the proceeds from the Offering of Shares by the Selling Stockholders.
Barclays will be acting as the underwriter of the offering.
When available, copies of the preliminary prospectus supplement and the prospectus supplement and accompanying base prospectus related to the Offering may be obtained from the following person at the address set forth below:
Barclays
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: 888-603-5847
Email: Barclaysprospectus@broadridge.com

This communication shall not constitute an offer to sell or the solicitation of an offer to buy Shares nor shall there be any sale of these securities in any State or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction. The Offering may be made only by means of a prospectus supplement and accompanying base prospectus.

 








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, INC.
  
 
 
 
 
  
Dated: October 11, 2012
 
 
 
By:
 
/s/ Kimberly A. Dang
 
 
 
 
 
 
Kimberly A. Dang
Vice President and Chief Financial Officer



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