Item 1.01. Entry into a Material Definitive Agreement.
New Revolving Credit Facility
On August 20, 2021 (the "Closing Date"), Kinder Morgan, Inc. (the "Company"), as
borrower, entered into a new Revolving Credit Agreement (the "New Credit
Facility") with the lenders listed on the signature pages to such agreement and
Barclays Bank PLC, as administrative agent ("Barclays"). The New Credit Facility
provides for up to $3.5 billion in borrowings from time to time by the Company,
which can be increased by up to $1.0 billion if certain conditions are met, and
will mature five years following the Closing Date. Borrowings under the New
Credit Facility may be used for working capital and other general corporate
Interest on the New Credit Facility will be calculated based on either (a) LIBOR
plus an applicable margin ranging from 1.000% to 1.750% per annum based on the
Company's credit rating or (b) the greatest of (1) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%, (2) the Prime Rate in effect for such
day, and (3) an adjusted LIBOR for a Eurodollar Loan with a one-month interest
period that begins on such day plus 1%, plus, in each case, an applicable margin
ranging from 0.100% to 0.750% per annum based on the Company's credit rating.
The New Credit Facility also includes customary provisions to provide for
replacement of LIBOR with an alternative benchmark rate when LIBOR ceases to be
Certain subsidiaries of the Company are guarantors of the Company's obligations
under the New Credit Facility pursuant to a guaranty agreement executed in
connection with the New Credit Facility.
The New Credit Facility contains financial and various other covenants that
apply to the Company and its subsidiaries and are common in such agreements,
including a maximum ratio of Consolidated Net Indebtedness to Consolidated
EBITDA (as defined in the New Credit Facility) of 5.50 to 1.00, for any
four-fiscal-quarter period. Other negative covenants include restrictions on the
Company's and certain of its subsidiaries' ability to incur debt, grant liens,
make fundamental changes or engage in certain transactions with affiliates, or
in the case of certain material subsidiaries, permit restrictions on dividends,
distributions or making or prepayments of loans to the Company or any guarantor.
The New Credit Facility also restricts the Company's ability to make certain
restricted payments if an event of default (as defined in the New Credit
Facility) has occurred and is continuing or would occur and be continuing.
The New Credit Facility contains customary events of default (in some cases,
subject to grace periods), including, among others, (a) non-payment;
(b) non-compliance with covenants; (c) payment default under, or acceleration
events affecting, certain other indebtedness of the Company or certain of its
subsidiaries; (d) bankruptcy or insolvency events involving the Company or
certain of its subsidiaries and (e) a change in control of the Company.
If an event of default under the New Credit Facility exists and is continuing,
the lenders may terminate their commitments and accelerate the maturity of the
Company's outstanding obligations under the New Credit Facility.
Affiliates of certain of the lenders under the New Credit Facility have provided
from time to time, and may provide in the future, investment and commercial
banking and financial advisory services to the Company and its affiliates in the
ordinary course of business, for which they have received, and may receive in
the future, customary fees and commissions.
Amendment to Existing Revolving Credit Facility
On August 20, 2021, the Company, as borrower, entered into a first amendment
(the "Amendment") to its existing Revolving Credit Agreement with the lenders
listed on the signature pages to such agreement and Barclays, as administrative
agent, dated as of November 16, 2018 (as amended prior to the Amendment, the
"Existing Credit Facility"). The Amendment provides for certain amendments to
the Existing Credit Facility to, among other things, reduce the Existing Credit
Facility's borrowing capacity to $500.0 million, terminate the letter of credit
commitments and the swing line capacity thereunder, and include customary
provisions to provide for replacement of LIBOR with an alternative benchmark
rate when LIBOR ceases to be available.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference in
this Item 2.03 in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) The exhibits set forth below are included with this Current Report on
10.1 Revolving Credit Agreement, dated August 20, 2021 among Kinder
Morgan, Inc., as borrower, Barclays Bank PLC, as administrative agent,
and the lenders and issuing banks party thereto.
10.2 First Amendment to Revolving Credit Agreement, dated August 20, 2021
among Kinder Morgan, Inc., as borrower, Barclays Bank PLC, as
administrative agent, and the lenders and issuing banks party
104 Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T
formatted in iXBRL (Inline Extensible Business Reporting Language).
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: August 25, 2021 By: /s/ David P. Michels
David P. Michels
Vice President and Chief Financial Officer
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