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As filed with the Securities and Exchange Commission on February 5, 2021
Registration No. 333-240108
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KINDER MORGAN, INC.*
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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80-0682103
(I.R.S. Employer
Identification No.)
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1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Catherine Callaway James
Vice President and General Counsel
Kinder Morgan, Inc.
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Troy L. Harder
Bracewell LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002
(713) 221-1456
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ý
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
Emerging growth company o
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
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*
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Includes
certain subsidiaries of Kinder Morgan, Inc. identified below. Unless otherwise indicated, the address and telephone number of each registrant's
principal executive offices and the name, address and telephone number of each registrant's agent for service is the same as that set forth above for Kinder Morgan, Inc.
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Exact name of registrant as specified in its charter
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State or other jurisdiction
of incorporation or
organization
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I.R.S. Employer
Identification No.
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AGNES B CRANE, LLC
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Louisiana
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84-1620918
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AMERICAN PETROLEUM TANKERS II LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS III LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS IV LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS IX LLC
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Delaware
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81-4719987
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AMERICAN PETROLEUM TANKERS LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS PARENT LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS V LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS VI LLC
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Delaware
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N/A
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AMERICAN PETROLEUM TANKERS VII LLC
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Delaware
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81-4698215
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AMERICAN PETROLEUM TANKERS VIII LLC
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Delaware
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81-4709889
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AMERICAN PETROLEUM TANKERS X LLC
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Delaware
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81-4756333
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AMERICAN PETROLEUM TANKERS XI LLC
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Delaware
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81-4762207
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APT FLORIDA LLC
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Delaware
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81-4683674
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APT INTERMEDIATE HOLDCO LLC
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Delaware
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N/A
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APT NEW INTERMEDIATE HOLDCO LLC
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Delaware
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N/A
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APT PENNSYLVANIA LLC
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Delaware
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81-4680078
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APT SUNSHINE STATE LLC
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Delaware
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N/A
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BETTY LOU LLC
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Delaware
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26-4569062
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CAMINO REAL GAS GATHERING COMPANY LLC
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Delaware
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N/A
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CAMINO REAL GATHERING COMPANY, L.L.C.
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Delaware
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27-3383291
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CANTERA GAS COMPANY LLC
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Delaware
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38-3432972
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CDE PIPELINE LLC
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Delaware
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45-4765020
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CENTRAL FLORIDA PIPELINE LLC
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Delaware
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59-1084277
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CHEYENNE PLAINS GAS PIPELINE COMPANY, L.L.C.
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Delaware
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84-1618229
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CIG GAS STORAGE COMPANY LLC
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Delaware
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N/A
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CIG PIPELINE SERVICES COMPANY, L.L.C.
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Delaware
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26-1102190
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COLORADO INTERSTATE GAS COMPANY, L.L.C.
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Delaware
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84-0173305
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COLORADO INTERSTATE ISSUING CORPORATION
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Delaware
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26-1397951
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COPANO DOUBLE EAGLE LLC
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Delaware
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26-4316438
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COPANO ENERGY, L.L.C.
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Delaware
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51-0411678
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COPANO ENERGY FINANCE CORPORATION
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Delaware
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20-3151590
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COPANO ENERGY SERVICES/UPPER GULF COAST LLC
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Texas
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46-4725613
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COPANO FIELD SERVICES GP, L.L.C.
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Delaware
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20-1862487
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COPANO FIELD SERVICES/NORTH TEXAS, L.L.C.
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Delaware
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26-1586828
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COPANO FIELD SERVICES/SOUTH TEXAS LLC
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Texas
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46-4668646
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COPANO FIELD SERVICES/UPPER GULF COAST LLC
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Texas
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46-4714794
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COPANO LIBERTY, LLC
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Delaware
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26-3154210
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COPANO LIQUIDS MARKETING LLC
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Delaware
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82-1680512
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COPANO NGL SERVICES (MARKHAM), L.L.C.
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Delaware
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27-0904927
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COPANO NGL SERVICES LLC
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Texas
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46-4737892
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COPANO PIPELINES GROUP, L.L.C.
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Delaware
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51-0411715
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COPANO PIPELINES/NORTH TEXAS, L.L.C.
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Delaware
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27-1125058
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COPANO PIPELINES/ROCKY MOUNTAINS, LLC
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Delaware
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20-0659235
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COPANO PIPELINES/SOUTH TEXAS LLC
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Texas
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46-4656852
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COPANO PIPELINES/UPPER GULF COAST LLC
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Texas
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46-4695294
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COPANO PROCESSING LLC
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Texas
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46-4458657
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COPANO RISK MANAGEMENT LLC
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Texas
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N/A
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COPANO TERMINALS LLC
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Delaware
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N/A
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COPANO/WEBB-DUVAL PIPELINE LLC
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Delaware
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N/A
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CPNO SERVICES LLC
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Texas
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N/A
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Exact name of registrant as specified in its charter
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State or other jurisdiction
of incorporation or
organization
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I.R.S. Employer
Identification No.
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DAKOTA BULK TERMINAL LLC
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Delaware
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41-1734333
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DELTA TERMINAL SERVICES LLC
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Delaware
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72-1284643
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EAGLE FORD GATHERING LLC
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Delaware
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27-1365749
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EL PASO CHEYENNE HOLDINGS, L.L.C.
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Delaware
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N/A
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EL PASO CITRUS HOLDINGS, INC.
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Delaware
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04-3607282
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EL PASO CNG COMPANY, L.L.C.
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Delaware
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84-0890602
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EL PASO ENERGY SERVICE COMPANY, L.L.C.
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Delaware
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76-0228695
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EL PASO LLC
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Delaware
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76-0568816
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EL PASO MIDSTREAM GROUP LLC
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Delaware
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N/A
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EL PASO NATURAL GAS COMPANY, L.L.C.
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Delaware
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46-0809216
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EL PASO NORIC INVESTMENTS III, L.L.C.
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Delaware
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N/A
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EL PASO RUBY HOLDING COMPANY, L.L.C.
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Delaware
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N/A
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EL PASO TENNESSEE PIPELINE CO., L.L.C.
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Delaware
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76-0233548
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ELBA EXPRESS COMPANY, L.L.C.
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Delaware
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N/A
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ELIZABETH RIVER TERMINALS LLC
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Delaware
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27-3076713
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EMORY B CRANE, LLC
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Louisiana
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84-1620908
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EP RUBY LLC
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Delaware
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N/A
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EPBGP CONTRACTING SERVICES LLC
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Delaware
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N/A
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EPTP ISSUING CORPORATION
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Delaware
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45-3971704
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FRANK L CRANE, LLC
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Louisiana
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84-1620921
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GENERAL STEVEDORES GP, LLC
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Texas
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20-5269648
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GENERAL STEVEDORES HOLDINGS LLC
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Delaware
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20-4087109
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HARRAH MIDSTREAM LLC
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Delaware
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45-0833350
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HBM ENVIRONMENTAL LLC
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Delaware
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72-1198254
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HILAND CRUDE, LLC
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Oklahoma
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20-4572594
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HILAND PARTNERS HOLDINGS LLC
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Delaware
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47-3805791
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HPH OKLAHOMA GATHERING LLC
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Delaware
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N/A
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ICPT, L.L.C.
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Louisiana
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72-1422387
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INDEPENDENT TRADING & TRANSPORTATION COMPANY I, L.L.C.
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Oklahoma
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73-1493732
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JV TANKER CHARTERER LLC
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Delaware
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N/A
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KINDER MORGAN 2-MILE LLC
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Delaware
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36-2735673
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KINDER MORGAN ADMINISTRATIVE SERVICES TAMPA LLC
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Delaware
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46-2931924
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KINDER MORGAN ALTAMONT LLC
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Delaware
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46-2383182
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KINDER MORGAN BALTIMORE TRANSLOAD TERMINAL LLC
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Delaware
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20-4871985
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KINDER MORGAN BATTLEGROUND OIL LLC
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Delaware
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N/A
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KINDER MORGAN BORDER PIPELINE LLC
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Delaware
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26-0634502
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KINDER MORGAN BULK TERMINALS LLC
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Louisiana
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72-1073113
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KINDER MORGAN CARBON DIOXIDE TRANSPORTATION COMPANY
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Delaware
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34-1468343
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KINDER MORGAN CO2 COMPANY LLC
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Texas
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76-0554627
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KINDER MORGAN COMMERCIAL SERVICES LLC
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Delaware
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20-4673552
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KINDER MORGAN CONTRACTING SERVICES LLC
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Delaware
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N/A
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KINDER MORGAN CRUDE MARKETING LLC
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Delaware
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N/A
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KINDER MORGAN CRUDE OIL PIPELINES LLC
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Delaware
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26-0449613
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KINDER MORGAN CRUDE TO RAIL LLC
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Delaware
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83-3379277
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KINDER MORGAN CRUDE & CONDENSATE LLC
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Delaware
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45-3456791
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KINDER MORGAN CUSHING LLC
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Delaware
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N/A
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Exact name of registrant as specified in its charter
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State or other jurisdiction
of incorporation or
organization
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I.R.S. Employer
Identification No.
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KINDER MORGAN DALLAS FORT WORTH RAIL TERMINAL LLC
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Delaware
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20-4499927
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KINDER MORGAN DEEPROCK NORTH HOLDCO LLC
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Delaware
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82-3848793
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KINDER MORGAN ENDEAVOR LLC
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Delaware
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27-1006843
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KINDER MORGAN ENERGY PARTNERS, L.P.
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Delaware
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76-0380342
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KINDER MORGAN EP MIDSTREAM LLC
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Delaware
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45-5334086
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KINDER MORGAN FINANCE COMPANY LLC
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Delaware
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98-0477770
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KINDER MORGAN FREEDOM PIPELINE LLC
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Delaware
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N/A
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KINDER MORGAN GALENA PARK WEST LLC
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Delaware
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37-1778532
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KINDER MORGAN IMT HOLDCO LLC
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Delaware
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N/A
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KINDER MORGAN KEYSTONE GAS STORAGE LLC
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Delaware
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04-3617867
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KINDER MORGAN KMAP LLC
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Delaware
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N/A
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KINDER MORGAN LAS VEGAS LLC
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Delaware
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36-3686525
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KINDER MORGAN LINDEN TRANSLOAD TERMINAL LLC
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Delaware
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20-4871819
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KINDER MORGAN LIQUIDS TERMINALS LLC
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Delaware
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36-2827997
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KINDER MORGAN LIQUIDS TERMINALS ST. GABRIEL LLC
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Delaware
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82-3238143
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KINDER MORGAN LOUISIANA PIPELINE HOLDING LLC
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Delaware
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N/A
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KINDER MORGAN LOUISIANA PIPELINE LLC
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Delaware
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20-5420094
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KINDER MORGAN MARINE SERVICES LLC
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Delaware
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26-1096479
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KINDER MORGAN MATERIALS SERVICES, LLC
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Delaware
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43-1961238
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KINDER MORGAN MID ATLANTIC MARINE SERVICES LLC
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Delaware
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26-1096549
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KINDER MORGAN NATGAS O&M LLC
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Delaware
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N/A
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KINDER MORGAN NGPL HOLDINGS LLC
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Delaware
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81-0973390
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KINDER MORGAN NORTH TEXAS PIPELINE LLC
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Delaware
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26-0634555
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KINDER MORGAN OPERATING LLC "A"
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Delaware
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76-0380015
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KINDER MORGAN OPERATING LLC "B"
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Delaware
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76-0414819
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KINDER MORGAN OPERATING LLC "C"
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Delaware
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76-0547319
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KINDER MORGAN OPERATING LLC "D"
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Delaware
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76-0561780
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KINDER MORGAN PECOS LLC
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Delaware
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20-4540914
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KINDER MORGAN PECOS VALLEY LLC
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Delaware
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N/A
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KINDER MORGAN PETCOKE, L.P.
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Delaware
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20-2640394
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KINDER MORGAN PETCOKE GP LLC
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Delaware
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16-1721400
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KINDER MORGAN PETCOKE LP LLC
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Delaware
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20-2734041
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KINDER MORGAN PETROLEUM TANKERS LLC
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Delaware
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N/A
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KINDER MORGAN PIPELINE LLC
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Delaware
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36-3547843
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KINDER MORGAN PORT MANATEE TERMINAL LLC
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Delaware
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27-0796736
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KINDER MORGAN PORT SUTTON TERMINAL LLC
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Delaware
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20-0388851
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KINDER MORGAN PORT TERMINALS USA LLC
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Delaware
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N/A
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KINDER MORGAN PORTLAND JET LINE LLC
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Delaware
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84-1816653
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KINDER MORGAN PRODUCTION COMPANY LLC
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Delaware
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26-0449452
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KINDER MORGAN PRODUCTS TERMINALS LLC
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Delaware
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N/A
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KINDER MORGAN RAIL SERVICES LLC
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Delaware
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27-4212015
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KINDER MORGAN RESOURCES II LLC
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Delaware
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N/A
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KINDER MORGAN RESOURCES III LLC
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Delaware
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N/A
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KINDER MORGAN RESOURCES LLC
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Delaware
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N/A
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KINDER MORGAN SCURRY CONNECTOR LLC
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Delaware
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N/A
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KINDER MORGAN SEVEN OAKS LLC
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|
Delaware
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26-0514145
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|
|
|
|
|
Exact name of registrant as specified in its charter
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State or other jurisdiction
of incorporation or
organization
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|
I.R.S. Employer
Identification No.
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KINDER MORGAN SNG OPERATOR LLC
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Delaware
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N/A
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KINDER MORGAN SOUTHEAST TERMINALS LLC
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Delaware
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20-0387389
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KINDER MORGAN TANK STORAGE TERMINALS LLC
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Delaware
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36-2855293
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KINDER MORGAN TEJAS PIPELINE LLC
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Delaware
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26-0449826
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KINDER MORGAN TERMINALS, INC.
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|
Delaware
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|
26-3061236
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KINDER MORGAN TERMINALS WILMINGTON LLC
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|
Delaware
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|
47-3283092
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KINDER MORGAN TEXAS PIPELINE LLC
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|
Delaware
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|
26-0449814
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KINDER MORGAN TEXAS TERMINALS, L.P.
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|
Delaware
|
|
20-4582584
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KINDER MORGAN TRANSMIX COMPANY, LLC
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|
Delaware
|
|
23-2992048
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KINDER MORGAN TREATING LP
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|
Delaware
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|
20-3799420
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KINDER MORGAN URBAN RENEWAL, L.L.C.
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|
New Jersey
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|
N/A
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KINDER MORGAN UTICA LLC
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|
Delaware
|
|
N/A
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KINDER MORGAN VEHICLE SERVICES LLC
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|
Delaware
|
|
81-5441641
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KINDER MORGAN VIRGINIA LIQUIDS TERMINALS LLC
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|
Delaware
|
|
46-2474610
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KINDER MORGAN WINK PIPELINE LLC
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|
Delaware
|
|
26-0449718
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KINDERHAWK FIELD SERVICES LLC
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|
Delaware
|
|
27-2540813
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KM CRANE LLC
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Maryland
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86-1059673
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KM DECATUR LLC
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|
Delaware
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|
63-1026019
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KM EAGLE GATHERING LLC
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|
Delaware
|
|
N/A
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KM GATHERING LLC
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Delaware
|
|
N/A
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KM KASKASKIA DOCK LLC
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Delaware
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|
N/A
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KM LIQUIDS TERMINALS LLC
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|
Delaware
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|
26-0449722
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KM NORTH CAHOKIA LAND LLC
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|
Delaware
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|
N/A
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KM NORTH CAHOKIA SPECIAL PROJECT LLC
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|
Delaware
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N/A
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KM NORTH CAHOKIA TERMINAL PROJECT LLC
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|
Delaware
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|
N/A
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KM SHIP CHANNEL SERVICES LLC
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|
Delaware
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26-4690171
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KM TREATING PRODUCTION LLC
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Delaware
|
|
N/A
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KM TREATING GP LLC
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|
Delaware
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27-0864888
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KM UTOPIA OPERATOR LLC
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|
Delaware
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|
84-3037112
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KMBT LEGACY HOLDINGS LLC
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Tennessee
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62-1525376
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KMBT LLC
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|
Delaware
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|
N/A
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KMGP SERVICES COMPANY, INC.
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Delaware
|
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76-0661680
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KN TELECOMMUNICATIONS, INC.
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Colorado
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84-1456517
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KNIGHT POWER COMPANY LLC
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Delaware
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26-2988233
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LOMITA RAIL TERMINAL LLC
|
|
Delaware
|
|
72-1552009
|
MILWAUKEE BULK TERMINALS LLC
|
|
Wisconsin
|
|
39-1569624
|
MJR OPERATING LLC
|
|
Maryland
|
|
86-1059670
|
MOJAVE PIPELINE COMPANY, L.L.C.
|
|
Delaware
|
|
76-0145884
|
MOJAVE PIPELINE OPERATING COMPANY, L.L.C.
|
|
Texas
|
|
76-0228861
|
PADDY RYAN CRANE, LLC
|
|
Louisiana
|
|
84-1620920
|
PALMETTO PRODUCTS PIPE LINE LLC
|
|
Delaware
|
|
N/A
|
PI 2 PELICAN STATE LLC
|
|
Delaware
|
|
N/A
|
PINNEY DOCK & TRANSPORT LLC
|
|
Delaware
|
|
34-0758193
|
QUEEN CITY TERMINALS LLC
|
|
Delaware
|
|
31-1473009
|
RAHWAY RIVER LAND LLC
|
|
Delaware
|
|
N/A
|
RIVER TERMINALS PROPERTIES, L.P.
|
|
Tennessee
|
|
35-1915981
|
RIVER TERMINALS PROPERTIES GP LLC
|
|
Delaware
|
|
N/A
|
SCISSORTAIL ENERGY, LLC
|
|
Delaware
|
|
74-2964091
|
SNG PIPELINE SERVICES COMPANY, L.L.C.
|
|
Delaware
|
|
26-1102043
|
SOUTHERN DOME, LLC
|
|
Delaware
|
|
04-3807363
|
|
|
|
|
|
Exact name of registrant as specified in its charter
|
|
State or other jurisdiction
of incorporation or
organization
|
|
I.R.S. Employer
Identification No.
|
SOUTHERN GULF LNG COMPANY, L.L.C.
|
|
Delaware
|
|
N/A
|
SOUTHERN LIQUEFACTION COMPANY LLC
|
|
Delaware
|
|
N/A
|
SOUTHERN LNG COMPANY, L.L.C.
|
|
Delaware
|
|
63-0590022
|
SOUTHERN OKLAHOMA GATHERING LLC
|
|
Delaware
|
|
N/A
|
SOUTHTEX TREATERS LLC
|
|
Delaware
|
|
45-3909314
|
SOUTHWEST FLORIDA PIPELINE LLC
|
|
Delaware
|
|
N/A
|
SRT VESSELS LLC
|
|
Delaware
|
|
N/A
|
STEVEDORE HOLDINGS, L.P.
|
|
Delaware
|
|
20-2640477
|
TEJAS GAS, LLC
|
|
Delaware
|
|
76-0619237
|
TEJAS NATURAL GAS, LLC
|
|
Delaware
|
|
76-0614235
|
TENNESSEE GAS PIPELINE COMPANY, L.L.C.
|
|
Delaware
|
|
74-1056569
|
TENNESSEE GAS PIPELINE ISSUING CORPORATION
|
|
Delaware
|
|
45-3992009
|
TEXAN TUG LLC
|
|
Delaware
|
|
26-4690640
|
TGP PIPELINE SERVICES COMPANY, L.L.C.
|
|
Delaware
|
|
27-4829301
|
TRANSCOLORADO GAS TRANSMISSION COMPANY LLC
|
|
Delaware
|
|
26-2061358
|
TRANSLOAD SERVICES, LLC
|
|
Illinois
|
|
36-4289637
|
UTICA MARCELLUS TEXAS PIPELINE LLC
|
|
Delaware
|
|
N/A
|
WESTERN PLANT SERVICES LLC
|
|
Delaware
|
|
68-0214553
|
WYOMING INTERSTATE COMPANY, L.L.C.
|
|
Delaware
|
|
84-0867957
|
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-240108) of Kinder Morgan, Inc. (the
"Company") is being filed to reflect the following name changes:
-
-
Kinder Morgan Operating L.P. "A" has changed to Kinder Morgan Operating LLC "A"
-
-
Kinder Morgan Operating L.P. "B" has changed to Kinder Morgan Operating LLC "B"
-
-
Kinder Morgan Operating L.P. "C" has changed to Kinder Morgan Operating LLC "C"
-
-
Kinder Morgan Operating L.P. "D" has changed to Kinder Morgan Operating LLC "D"
-
-
Kinder Morgan CO2 Company, L.P. has changed to Kinder Morgan CO2 Company LLC
Additionally,
this Amendment is being filed to indicate that the entities now known as Kinder Morgan Operating LLC "A", Kinder Morgan Operating LLC "B", Kinder Morgan
Operating LLC "C" and Kinder Morgan Operating LLC "D" have been converted to Delaware limited liability companies. The entity now known as Kinder Morgan CO2
Company LLC has been converted to a Texas limited liability company. For purposes of Delaware and Texas law, these entities are deemed to be the same entities as they were before the conversion
and their existence is deemed to have commenced on the date of their original formation. Further, under Delaware and Texas law, the rights, assets, operations, liabilities and obligations that
comprised their going businesses before the conversion remain their rights, assets, operations, liabilities and obligations after the conversion.
No
changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, such prospectus is being omitted from this filing.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table sets forth the expenses to be incurred by Kinder Morgan, Inc. in connection with the issuance and distribution of the securities being
registered.
|
|
|
|
|
SEC Registration Fee
|
|
$
|
|
*
|
Legal Fees and Expenses
|
|
|
|
**
|
Accounting Fees and Expenses
|
|
|
|
**
|
Fees and Expenses of Transfer Agent and Trustee
|
|
|
|
**
|
Listing Fees
|
|
|
|
**
|
Printing Fees
|
|
|
|
**
|
Miscellaneous
|
|
|
|
**
|
|
|
|
|
|
Total
|
|
$
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
*
-
To
be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to
Rule 457(r).
-
**
-
Because
an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the
securities cannot be determined at this time. The estimates of such expenses will be included in the applicable prospectus supplement.
Item 15. Indemnification of Directors and Officers.
Section 145
of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred in connection
with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
II-1
As
permitted by the DGCL, the registrant's certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability:
-
-
for any breach of the director's duty of loyalty to the registrant or its stockholders;
-
-
for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;
-
-
under Section 174 of the DGCL regarding unlawful dividends and stock purchases; or
-
-
for any transaction from which the director derived an improper personal benefit.
As
permitted by the DGCL, the registrant's certificate of incorporation and bylaws provide that:
-
-
the registrant is required to indemnify its directors and officers to the fullest extent permitted under the DGCL, subject to very limited
exceptions;
-
-
the registrant may indemnify its other employees and agents to the fullest extent permitted by law, subject to very limited exceptions;
-
-
the registrant is required to advance expenses, as incurred, to its directors and officers in connection with a proceeding to the maximum
extent permitted under the DGCL, subject to very limited exceptions; and
-
-
the rights conferred in the certificate of incorporation or bylaws are not exclusive.
The
registrant maintains liability insurance policies covering its officers and directors against some liabilities, including certain liabilities under the Securities Act, that may be
incurred by them.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the
foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 16. Exhibits.
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|
|
|
|
|
Exhibit
Number
|
|
|
|
Description of Exhibit
|
|
1.1
|
**
|
|
|
Underwriting Agreement.
|
|
|
|
|
|
|
|
4.1
|
|
|
|
Senior Indenture, dated as of March 1, 2012, between Kinder Morgan, Inc. and U.S. Bank National Association, as
Trustee (filed as Exhibit 4.1 to Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 (File No. 333-179812) and incorporated herein by reference).
|
|
|
|
|
|
|
|
4.2
|
|
|
|
Form of Senior Note of Kinder Morgan, Inc. (included in the Senior Indenture filed as Exhibit 4.1 to Kinder Morgan,
Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 (File No. 333-179812) and incorporated herein by reference).
|
|
|
|
|
|
|
|
4.3
|
|
|
|
Subordinated Indenture, dated as of March 1, 2012, between Kinder Morgan, Inc. and U.S. Bank National Association,
as Trustee (filed as Exhibit 4.3 to Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 (File No. 333-179812) and incorporated herein by reference).
|
|
|
|
|
|
|
|
4.4
|
|
|
|
Form of Subordinated Note of Kinder Morgan, Inc. (included in the Subordinated Indenture filed as Exhibit 4.3 to
Kinder Morgan, Inc.'s Registration Statement on Form S-3 filed on March 1, 2012 (File No. 333-179812) and incorporated herein by reference).
|
II-2
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description of Exhibit
|
|
4.5
|
**
|
|
|
Form of Deposit Agreement.
|
|
|
|
|
|
|
|
4.6
|
**
|
|
|
Form of Preferred Stock Certificate of Designation.
|
|
|
|
|
|
|
|
4.7
|
|
|
|
Cross Guarantee Agreement (filed as Exhibit 10.1 to Kinder Morgan, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-35081) and incorporated herein by
reference).
|
|
|
|
|
|
|
|
4.8
|
|
|
|
Form of certificate representing Class P common shares of Kinder Morgan, Inc. (filed as Exhibit 4.1 to Kinder
Morgan, Inc.'s Registration Statement on Form S-1 filed on January 18, 2011 (File No. 333-170773) and incorporated herein by reference).
|
|
|
|
|
|
|
|
4.9
|
|
|
|
Shareholders Agreement among Kinder Morgan, Inc. and certain holders of common stock (filed as Exhibit 4.2 to Kinder
Morgan, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-35081) and incorporated herein by reference).
|
|
|
|
|
|
|
|
4.10
|
|
|
|
Amendment No. 1 to the Shareholders Agreement among Kinder Morgan, Inc. and certain holders of common stock (filed as
Exhibit 4.3 to Kinder Morgan, Inc.'s Current Report on Form 8-K filed on May 30, 2012 (File No. 1-35081) and incorporated herein by reference).
|
|
|
|
|
|
|
|
4.11
|
|
|
|
Amendment No. 2 to the Shareholders Agreement among Kinder Morgan, Inc. and certain holders of common stock (filed
as Exhibit 4.1 to Kinder Morgan, Inc.'s Current Report on Form 8-K filed on December 3, 2014 (File No. 1-35081) and incorporated herein by reference).
|
|
|
|
|
|
|
|
5.1
|
***
|
|
|
Opinion of Bracewell LLP as to the legality of the securities being offered.
|
|
|
|
|
|
|
|
23.1
|
***
|
|
|
Consent of Bracewell LLP (included in their opinion filed as Exhibit 5.1).
|
|
|
|
|
|
|
|
23.2
|
*
|
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
|
|
|
|
24.1
|
***
|
|
|
Powers of attorney.
|
|
|
|
|
|
|
|
25.1
|
***
|
|
|
Form T-1 Statement of Eligibility related to Senior Debt Securities and Subordinated Debt Securities under the Trust
Indenture Act of U.S. Bank National Association.
|
-
*
-
Filed
herewith.
-
**
-
To
be filed by amendment or as an exhibit to a Current Report on Form 8-K in connection with a specific offering.
-
***
-
Previously
Filed.
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
II-3
volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be
deemed to be a part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
II-4
registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on February 5, 2021.
|
|
|
|
|
|
|
|
|
KINDER MORGAN, INC.
|
|
|
By:
|
|
/s/ DAVID P. MICHELS
|
|
|
|
|
Name:
|
|
David P. Michels
|
|
|
|
|
Title:
|
|
Vice President and Chief Financial Officer
|
Pursuant
to the requirements of the Securities Act, this registration statement, or amendment thereto, has been signed by the following persons in the capacities indicated on
February 5, 2021.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ RICHARD D. KINDER*
Richard D. Kinder
|
|
Director and Executive Chairman
|
/s/ STEVEN J. KEAN*
Steven J. Kean
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
/s/ KIMBERLY A. DANG*
Kimberly A. Dang
|
|
Director and President
|
/s/ DAVID P. MICHELS
David P. Michels
|
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
/s/ TED A. GARDNER*
Ted A. Gardner
|
|
Director
|
/s/ ANTHONY W. HALL, JR.*
Anthony W. Hall, Jr.
|
|
Director
|
/s/ GARY L. HULTQUIST*
Gary L. Hultquist
|
|
Director
|
II-6
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ RONALD L. KUEHN, JR.*
Ronald L. Kuehn, Jr.
|
|
Director
|
/s/ DEBORAH A. MACDONALD*
Deborah A. Macdonald
|
|
Director
|
/s/ MICHAEL C. MORGAN*
Michael C. Morgan
|
|
Director
|
/s/ ARTHUR C. REICHSTETTER*
Arthur C. Reichstetter
|
|
Director
|
/s/ C. PARK SHAPER*
C. Park Shaper
|
|
Director
|
/s/ WILLIAM A. SMITH*
William A. Smith
|
|
Director
|
/s/ JOEL V. STAFF*
Joel V. Staff
|
|
Director
|
/s/ ROBERT F. VAGT*
Robert F. Vagt
|
|
Director
|
/s/ PERRY M. WAUGHTAL*
Perry M. Waughtal
|
|
Director
|
*By:
|
|
/s/ CATHERINE CALLAWAY JAMES
Catherine Callaway James
Attorney-in-fact for persons indicated
|
|
|
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant below has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 5, 2021.
|
|
|
|
|
|
|
|
|
KINDER MORGAN ENERGY PARTNERS, L.P.
|
|
|
By: Kinder Morgan GP LLC,
its general partner
|
|
|
By:
|
|
/s/ ADAM S. FORMAN
|
|
|
|
|
Name:
|
|
Adam S. Forman
|
|
|
|
|
Title:
|
|
Vice President
|
Pursuant
to requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as
indicated on February 5, 2021.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ KIMBERLY A. DANG
Kimberly A. Dang
|
|
President of Kinder Morgan GP LLC (Principal Executive Officer)
|
|
/s/ DAVID P. MICHELS
David P. Michels
|
|
Vice President and Chief Financial Officer of Kinder Morgan GP LLC (Principal Financial and Accounting Officer)
|
|
/s/ ADAM S. FORMAN
Adam S. Forman
|
|
Vice President of Kinder Morgan, Inc., the sole member of Kinder Morgan GP LLC
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "Corporation") has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 5, 2021.
|
|
|
|
|
|
|
COPANO ENERGY FINANCE CORPORATION
|
|
|
EL PASO CITRUS HOLDINGS, INC.
|
|
|
EPTP ISSUING CORPORATION
|
|
|
KINDER MORGAN CARBON DIOXIDE TRANSPORTATION COMPANY
|
|
|
KINDER MORGAN TERMINALS, INC.
|
|
|
KMGP SERVICES COMPANY, INC.
|
|
|
KN TELECOMMUNICATIONS, INC.
|
|
|
By:
|
|
/s/ ADAM S. FORMAN
Adam S. Forman
Vice President of each Corporation
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as
indicated on February 5, 2021.
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Signature
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Title
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/s/ KIMBERLY A. DANG
Kimberly A. Dang
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Director of each Corporation and President of each of Copano Energy Finance Corporation, El Paso Citrus Holdings, Inc., EPTP Issuing Corporation, KMGP Services Company, Inc. and KN
Telecommunications, Inc. (Principal Executive Officer)
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/s/ DAVID P. MICHELS
David P. Michels
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Vice President and Chief Financial Officer of each Corporation (Principal Financial and Accounting Officer)
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/s/ JESSE ARENIVAS
Jesse Arenivas
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President of Kinder Morgan Carbon Dioxide Transportation Company (Principal Executive Officer)
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/s/ JOHN W. SCHLOSSER
John W. Schlosser
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President of Kinder Morgan Terminals, Inc. (Principal Executive Officer)
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/s/ ADAM S. FORMAN
Adam S. Forman
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Director of each Corporation
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II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "KMP Member Managed Subsidiary") has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 5, 2021.
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AMERICAN PETROLEUM TANKERS LLC
AMERICAN PETROLEUM TANKERS
PARENT LLC
AMERICAN PETROLEUM TANKERS II LLC
AMERICAN PETROLEUM TANKERS III LLC
AMERICAN PETROLEUM TANKERS IV LLC
AMERICAN PETROLEUM TANKERS V LLC
AMERICAN PETROLEUM TANKERS VI LLC
AMERICAN PETROLEUM TANKERS VII LLC
AMERICAN PETROLEUM TANKERS VIII LLC
AMERICAN PETROLEUM TANKERS IX LLC
AMERICAN PETROLEUM TANKERS X LLC
AMERICAN PETROLEUM TANKERS XI LLC
APT INTERMEDIATE HOLDCO LLC
APT NEW INTERMEDIATE HOLDCO LLC
APT FLORIDA LLC
APT PENNSYLVANIA LLC
APT SUNSHINE STATE LLC
BETTY LOU LLC
CAMINO REAL GAS GATHERING
COMPANY LLC
CAMINO REAL GATHERING COMPANY,
L.L.C.
CANTERA GAS COMPANY LLC
CDE PIPELINE LLC
CENTRAL FLORIDA PIPELINE LLC
CIG GAS STORAGE COMPANY LLC
COPANO DOUBLE EAGLE LLC
COPANO ENERGY, L.L.C.
COPANO ENERGY SERVICES/UPPER GULF
COAST LLC
COPANO FIELD SERVICES GP, L.L.C.
COPANO FIELD SERVICES/NORTH TEXAS, L.L.C.
COPANO FIELD SERVICES/SOUTH
TEXAS LLC
COPANO FIELD SERVICES/UPPER GULF
COAST LLC
COPANO LIBERTY, LLC
COPANO LIQUIDS MARKETING LLC
COPANO NGL SERVICES (MARKHAM), L.L.C.
COPANO NGL SERVICES LLC
COPANO PIPELINES GROUP, L.L.C.
COPANO PIPELINES/NORTH TEXAS, L.L.C.
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II-10
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COPANO PIPELINES/ROCKY
MOUNTAINS, LLC
COPANO PIPELINES/SOUTH TEXAS LLC
COPANO PIPELINES/UPPER GULF
COAST LLC
COPANO PROCESSING LLC
COPANO RISK MANAGEMENT LLC
COPANO TERMINALS LLC
COPANO/WEBB-DUVAL PIPELINE LLC
CPNO SERVICES LLC
EAGLE FORD GATHERING LLC
EL PASO NATURAL GAS COMPANY, L.L.C.
ELBA EXPRESS COMPANY, L.L.C.
ELIZABETH RIVER TERMINALS LLC
EPBGP CONTRACTING SERVICES LLC
EP RUBY LLC
HARRAH MIDSTREAM LLC
ICPT, L.L.C.
JV TANKER CHARTERER LLC
KINDER MORGAN 2-MILE LLC
KINDER MORGAN ADMINISTRATIVE
SERVICES TAMPA LLC
KINDER MORGAN ALTAMONT LLC
KINDER MORGAN BALTIMORE TRANSLOAD
TERMINAL LLC
KINDER MORGAN BATTLEGROUND OIL LLC
KINDER MORGAN BORDER PIPELINE LLC
KINDER MORGAN CO2 COMPANY LLC
KINDER MORGAN COMMERCIAL
SERVICES LLC
KINDER MORGAN CRUDE &
CONDENSATE LLC
KINDER MORGAN CRUDE MARKETING LLC
KINDER MORGAN CRUDE OIL
PIPELINES LLC
KINDER MORGAN CRUDE TO RAIL LLC
KINDER MORGAN CUSHING LLC
KINDER MORGAN DALLAS FORT WORTH
RAIL TERMINAL LLC
KINDER MORGAN DEEPROCK NORTH
HOLDCO LLC
KINDER MORGAN ENDEAVOR LLC
KINDER MORGAN EP MIDSTREAM LLC
KINDER MORGAN FREEDOM PIPELINE LLC
KINDER MORGAN GALENA PARK WEST LLC
KINDER MORGAN IMT HOLDCO LLC
KINDER MORGAN KEYSTONE GAS
STORAGE LLC
KINDER MORGAN KMAP LLC
KINDER MORGAN LAS VEGAS LLC
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II-11
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KINDER MORGAN LINDEN TRANSLOAD
TERMINAL LLC
KINDER MORGAN LIQUIDS TERMINALS LLC
KINDER MORGAN LIQUIDS TERMINALS ST.
GABRIEL LLC
KINDER MORGAN LOUISIANA PIPELINE
HOLDING LLC
KINDER MORGAN LOUISIANA
PIPELINE LLC
KINDER MORGAN NATGAS O&M LLC
KINDER MORGAN NORTH TEXAS
PIPELINE LLC
KINDER MORGAN MATERIALS
SERVICES, LLC
KINDER MORGAN OPERATING LLC "A"
KINDER MORGAN OPERATING LLC "B"
KINDER MORGAN OPERATING LLC "C"
KINDER MORGAN OPERATING LLC "D"
KINDER MORGAN PECOS LLC
KINDER MORGAN PECOS VALLEY LLC
KINDER MORGAN PETCOKE GP LLC
KINDER MORGAN PETCOKE, L.P. By Kinder
Morgan Petcoke GP LLC, its general partner
KINDER MORGAN PETCOKE LP LLC
KINDER MORGAN PETROLEUM
TANKERS LLC
KINDER MORGAN PIPELINE LLC
KINDER MORGAN PORT MANATEE
TERMINAL LLC
KINDER MORGAN PORT SUTTON
TERMINAL LLC
KINDER MORGAN PORT TERMINALS
USA LLC
KINDER MORGAN PORTLAND JET LINE LLC
KINDER MORGAN PRODUCTION
COMPANY LLC
KINDER MORGAN PRODUCTS
TERMINALS LLC
KINDER MORGAN RAIL SERVICES LLC
KINDER MORGAN RESOURCES LLC
KINDER MORGAN RESOURCES II LLC
KINDER MORGAN RESOURCES III LLC
KINDER MORGAN SCURRY
CONNECTOR LLC
KINDER MORGAN SNG OPERATOR LLC
KINDER MORGAN SOUTHEAST
TERMINALS LLC
KINDER MORGAN TANK STORAGE
TERMINALS LLC
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II-12
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KINDER MORGAN TEJAS PIPELINE LLC
KINDER MORGAN TERMINALS
WILMINGTON LLC
KINDER MORGAN TEXAS PIPELINE LLC
KINDER MORGAN TRANSMIX
COMPANY, LLC
KINDER MORGAN TREATING LP By KM
Treating GP LLC, its general partner
KINDER MORGAN URBAN RENEWAL, L.L.C.
KINDER MORGAN UTICA LLC
KINDER MORGAN VIRGINIA LIQUIDS
TERMINALS LLC
KINDER MORGAN WINK PIPELINE LLC
KINDERHAWK FIELD SERVICES LLC
KM EAGLE GATHERING LLC
KM GATHERING LLC
KM KASKASKIA DOCK LLC
KM LIQUIDS TERMINALS LLC
KM NORTH CAHOKIA LAND LLC
KM NORTH CAHOKIA TERMINAL
PROJECT LLC
KM TREATING GP LLC
KM TREATING PRODUCTION LLC
KM UTOPIA OPERATOR LLC
LOMITA RAIL TERMINAL LLC
MJR OPERATING LLC
MOJAVE PIPELINE COMPANY, L.L.C.
MOJAVE PIPELINE OPERATING COMPANY,
L.L.C.
PALMETTO PRODUCTS PIPE LINE LLC
PI 2 PELICAN STATE LLC
PINNEY DOCK & TRANSPORT LLC
RAHWAY RIVER LAND LLC
SCISSORTAIL ENERGY, LLC
SOUTHERN DOME, LLC
SOUTHERN GULF LNG COMPANY, L.L.C.
SOUTHERN LIQUEFACTION COMPANY LLC
SOUTHERN LNG COMPANY, L.L.C.
SOUTHERN OKLAHOMA GATHERING LLC
SOUTHTEX TREATERS LLC
SOUTHWEST FLORIDA PIPELINE LLC
STEVEDORE HOLDINGS, L.P. By Kinder
Morgan Petcoke GP LLC, its general partner
SRT VESSELS LLC
TEJAS GAS, LLC
TEJAS NATURAL GAS, LLC
TRANSCOLORADO GAS TRANSMISSION
COMPANY LLC
UTICA MARCELLUS TEXAS PIPELINE LLC
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II-13
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WYOMING INTERSTATE GAS COMPANY,
L.L.C.
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By:
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/s/ ADAM S. FORMAN
Adam S. Forman
Vice President
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Pursuant
to of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as indicated on
February 5, 2021.
|
|
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Signature
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Title
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/s/ KIMBERLY A. DANG
Kimberly A. Dang
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President of Kinder Morgan GP LLC, the general partner of Kinder Morgan Energy Partners, L.P., the direct or indirect sole member of each KMP Member Managed Subsidiary (Principal Executive
Officer)
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/s/ DAVID P. MICHELS
David P. Michels
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Vice President and Chief Financial Officer of Kinder Morgan GP LLC (Principal Financial and Accounting Officer)
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/s/ ADAM S. FORMAN
Adam S. Forman
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Vice President of Kinder Morgan, Inc., the sole member of Kinder Morgan GP LLC, the general partner of Kinder Morgan Energy Partners, L.P., the direct or indirect sole member of
each KMP Member Managed Subsidiary
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant below (each a "KMI Subsidiary") has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 5, 2021.
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AGNES B CRANE, LLC
CIG PIPELINE SERVICES COMPANY, L.L.C.
DAKOTA BULK TERMINAL LLC
DELTA TERMINAL SERVICES LLC
EL PASO CHEYENNE HOLDINGS, L.L.C.
EL PASO CNG COMPANY, L.L.C.
EL PASO ENERGY SERVICE COMPANY, L.L.C.
EL PASO LLC
EL PASO MIDSTREAM GROUP LLC
EL PASO NORIC INVESTMENTS III, L.L.C.
EL PASO RUBY HOLDING COMPANY, L.L.C.
EL PASO TENNESSEE PIPELINE CO., L.L.C.
EMORY B CRANE, LLC
FRANK L. CRANE, LLC
GENERAL STEVEDORES GP, LLC
GENERAL STEVEDORES HOLDINGS LLC
HBM ENVIRONMENTAL LLC
HILAND CRUDE, LLC
HILAND PARTNERS HOLDINGS LLC
HPH OKLAHOMA GATHERING LLC
INDEPENDENT TRADING & TRANSPORTATION COMPANY I, L.L.C.
KINDER MORGAN BULK TERMINALS LLC
KINDER MORGAN CONTRACTING SERVICES LLC
KINDER MORGAN FINANCE COMPANY LLC
KINDER MORGAN MARINE SERVICES LLC
KINDER MORGAN MID ATLANTIC MARINE SERVICES LLC
KINDER MORGAN NGPL HOLDINGS LLC
KINDER MORGAN SEVEN OAKS LLC
KINDER MORGAN TEXAS TERMINALS, L.P. By General Stevedores GP, LLC, its general partner
KINDER MORGAN VEHICLE SERVICES LLC
KM CRANE LLC
KM DECATUR LLC
KM NORTH CAHOKIA SPECIAL PROJECT LLC
KM SHIP CHANNEL SERVICES LLC
KMBT LLC
KMBT LEGACY HOLDINGS LLC
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II-15
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KNIGHT POWER COMPANY LLC
MILWAUKEE BULK TERMINALS LLC
PADDY RYAN CRANE, LLC
QUEEN CITY TERMINALS LLC
RIVER TERMINALS PROPERTIES GP LLC
RIVER TERMINAL PROPERTIES, L.P. By River Terminals Properties GP LLC, its general partner
SNG PIPELINE SERVICES COMPANY, L.L.C.
TEXAN TUG LLC
TGP PIPELINE SERVICES COMPANY, L.L.C.
TRANSLOAD SERVICES, LLC
WESTERN PLANT SERVICES LLC
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By:
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/s/ ADAM S. FORMAN
Adam S. Forman
Vice President
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as
indicated on February 5, 2021.
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Signature
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Title
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/s/ RICHARD D. KINDER*
Richard D. Kinder
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Director and Executive Chairman of Kinder Morgan, Inc., the direct or indirect sole member of each KMI Subsidiary (Principal Executive Officer)
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/s/ STEVEN J. KEAN*
Steven J. Kean
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Director and Chief Executive Officer of Kinder Morgan, Inc. (Principal Executive Officer)
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/s/ KIMBERLY A. DANG*
Kimberly A. Dang
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Director and President of Kinder Morgan, Inc.
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/s/ DAVID P. MICHELS*
David P. Michels
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Vice President and Chief Financial Officer of Kinder Morgan, Inc. (Principal Financial and Accounting Officer)
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/s/ TED A. GARDNER*
Ted A. Gardner
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Director of Kinder Morgan, Inc.
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/s/ ANTHONY W. HALL, JR.*
Anthony W. Hall, Jr.
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Director of Kinder Morgan, Inc.
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II-16
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Signature
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Title
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/s/ GARY L. HULTQUIST*
Gary L. Hultquist
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Director of Kinder Morgan, Inc.
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/s/ RONALD L. KUEHN, JR.*
Ronald L. Kuehn, Jr.
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|
Director of Kinder Morgan, Inc.
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/s/ DEBORAH A. MACDONALD*
Deborah A. Macdonald
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|
Director of Kinder Morgan, Inc.
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/s/ MICHAEL C. MORGAN*
Michael C. Morgan
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|
Director of Kinder Morgan, Inc.
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/s/ ARTHUR C. REICHSTETTER*
Arthur C. Reichstetter
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Director of Kinder Morgan, Inc.
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/s/ C. PARK SHAPER*
C. Park Shaper
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|
Director of Kinder Morgan, Inc.
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/s/ WILLIAM A. SMITH*
William A. Smith
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|
Director of Kinder Morgan, Inc.
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/s/ JOEL V. STAFF*
Joel V. Staff
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Director of Kinder Morgan, Inc.
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/s/ ROBERT F. VAGT*
Robert F. Vagt
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|
Director of Kinder Morgan, Inc.
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/s/ PERRY M. WAUGHTAL*
Perry M. Waughtal
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Director of Kinder Morgan, Inc.
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*By:
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/s/ CATHERINE CALLAWAY JAMES
Catherine Callaway James
Attorney-in-fact for persons indicated
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II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant below has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 5, 2021.
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CHEYENNE PLAINS GAS PIPELINE COMPANY, L.L.C.
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COLORADO INTERSTATE GAS COMPANY, L.L.C.
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COLORADO INTERSTATE ISSUING CORPORATION
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By:
|
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/s/ ADAM S. FORMAN
Adam S. Forman
Vice President
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as
indicated on February 5, 2021.
|
|
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Signature
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Title
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/s/ KIMBERLY S. WATSON
Kimberly S. Watson
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President (Principal Executive Officer)
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/s/ DAVID P. MICHELS
David P. Michels
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Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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/s/ KIMBERLY A. DANG
Kimberly A. Dang
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Member of the Management Committees of Colorado Interstate Gas Company, L.L.C. and Cheyenne Plains Gas Pipeline Company, L.L.C. and Director of Colorado Interstate Issuing Corporation (Principal
Executive Officer)
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/s/ ADAM S. FORMAN
Adam S. Forman
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Member of the Management Committees of Colorado Interstate Gas Company, L.L.C. and Cheyenne Plains Gas Pipeline Company, L.L.C. and Director of Colorado Interstate Issuing Corporation
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II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant below has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas on February 5, 2021.
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TENNESSEE GAS PIPELINE COMPANY, L.L.C.
|
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TENNESSEE GAS PIPELINE ISSUING CORPORATION
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By:
|
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/s/ ADAM S. FORMAN
Adam S. Forman
Vice President
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities as
indicated on February 5, 2021.
|
|
|
Signature
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Title
|
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|
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/s/ KIMBERLY S. WATSON
Kimberly S. Watson
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President (Principal Executive Officer)
|
/s/ DAVID P. MICHELS
David P. Michels
|
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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/s/ KIMBERLY A. DANG
Kimberly A. Dang
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Director
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/s/ ADAM S. FORMAN
Adam S. Forman
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Director
|
II-19
QuickLinks
EXPLANATORY NOTE
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
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