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Item 1.01.
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Entry into a Material Definitive Agreement.
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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 purposes.
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 available.
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.