0001104659-11-006490.txt : 20110210 0001104659-11-006490.hdr.sgml : 20110210 20110210190536 ACCESSION NUMBER: 0001104659-11-006490 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110210 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kinder Morgan Holdco LLC CENTRAL INDEX KEY: 0001506307 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 260238387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001359609 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594318 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GSCP V ADVISORS, LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS ADVISORS V, L.L.C. CENTRAL INDEX KEY: 0001359614 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594323 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS ADVISORS V LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V GMBH & CO. KG CENTRAL INDEX KEY: 0001359670 STATE OF INCORPORATION: 2M FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594321 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V GmbH & CO KG DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Infrstructure Advisors 2006 L.L.C. CENTRAL INDEX KEY: 0001374301 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594320 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594322 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594317 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594324 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V GmbH Knight Holdings CENTRAL INDEX KEY: 0001511322 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594315 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS KMI Advisors, L.L.C. CENTRAL INDEX KEY: 0001512176 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594316 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP KMI Advisors, L.L.C. CENTRAL INDEX KEY: 0001512177 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35081 FILM NUMBER: 11594319 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 3 1 a3.xml 3 X0203 3 2011-02-10 0 0001506307 Kinder Morgan Holdco LLC KMI 0001359614 GS ADVISORS V, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394278 GSCP VI Offshore Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394288 GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001374301 GS Infrstructure Advisors 2006 L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001512177 GSCP KMI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359609 GSCP V ADVISORS, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001512176 GS KMI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359670 GS CAPITAL PARTNERS V GMBH & CO. KG 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001511322 GSCP V GmbH Knight Holdings 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Class A Common Stock, Series A-1 0 Class P Common Stock 143074656 I See footnotes Class A Common Stock, Series A-2 0 Class P Common Stock 35390780 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). For Powers of Attorney, see Exhibit 24. /s/ Yvette Kosic, Attorney-in-fact, GS Advisors V, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GSCP VI Offshore Advisors, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GS Advisors VI, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GS Infrastructure Advisors 2006, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GSCP KMI Advisors, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GSCP V Advisors, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GSCP VI Advisors, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GS KMI Advisors, L.L.C. 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GS Capital Partners V GmbH & Co. KG 2011-02-10 /s/ Yvette Kosic, Attorney-in-fact, GSCP V GMBH Knight Holdings 2011-02-10 EX-24 2 ex-24.htm EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P. Treanor and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as f ully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 29, 2009.

GS ADVISORS V, L.L.C.


By:	/s/ John E. Bowman
Name: John E. Bowman
Title: Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008.

GSCP VI OFFSHORE ADVISORS, L.L.C.

By:	/s/ Christine Vollertsen
Name: Christine Vollertsen
Title: Vice President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully a nd to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008.

GS ADVISORS VI, L.L.C.

By:	/s/ Christine Vollertsen
Name: Christine Vollersten
Title: Vice President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS INFRASTRUCTURE ADVISORS 2006, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and au thority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 30, 2006.

GS INFRASTRUCTURE ADVISORS 2006, L.L.C.

	/s/ Renee Beaumont
	Renee Beaumont
	Vice President

POWER OF ATTORNEY

GSCP KMI Advisors, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel Parrish and Kevin P. Treanor (and any other employee, of The Goldman Sachs Group, Inc. or one of its affiliates, performing the function in connection with which this Power of Attorney has been granted designated in writing by one of the attorneys-in-fact), as its true and lawful attorney-in-fact, acting for the Company in its respective name, place and stead, whether acting individually or as a representative of others, to approve, execute and deliver any documentation required to be made by the Company under the Securities Exchange Act of 1934 (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, such documents to be in such form as such attorney-in-fact may approve on the Company’s behalf, such approval to be conclusively evidenced by the due execution thereof, and granting unto such attorney-in-fact full power, including substitution and resubstitution, and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if a person having the authority to bind the Company was personally present, and hereby ratifies, approves and confirms all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until such time as the person or persons to whom power of attorney has been hereby granted cease to perform the function in connection with which he/she was appointed attorney-in-fact, unless earlier revoked by written instrument. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 3rd day of February, 2011.

	GSCP KMI ADVISORS, L.L.C.

	By:	/s/ John E. Bowman
	Name: John E. Bowman
	Title: Vice President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 12, 2006.

GSCP V ADVISORS, L.L.C.

By:	/s/ Adrian M. Jones
Name: Adrian M. Jones
Title: Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008.

GSCP VI ADVISORS, L.L.C.

By:	/s/ Christine Vollertsen
Name: Christine Vollersten
Title: Vice President

POWER OF ATTORNEY

GS KMI Advisors, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel Parrish and Kevin P. Treanor (and any other employee, of The Goldman Sachs Group, Inc. or one of its affiliates, performing the function in connection with which this Power of Attorney has been granted designated in writing by one of the attorneys-in-fact), as its true and lawful attorney-in-fact, acting for the Company in its respective name, place and stead, whether acting individually or as a representative of others, to approve, execute and deliver any documentation required to be made by the Company under the Securities Exchange Act of 1934 (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, such documents to be in such form as such attorney-in-fact m ay approve on the Company’s behalf, such approval to be conclusively evidenced by the due execution thereof, and granting unto such attorney-in-fact full power, including substitution and resubstitution, and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if a person having the authority to bind the Company was personally present, and hereby ratifies, approves and confirms all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 3rd day of February, 2011.

	GS KMI ADVISORS, L.L.C.

	By:	/s/ John E. Bowman
	Name: John E. Bowman
	Title: Vice President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 12, 2006.

GS CAPITAL PARTNERS V GMBH & CO. KG

By: GS Advisors V, L.L.C., its Managing Limited Partner

By:	/s/ Adrian M. Jones
Name: Adrian M. Jones
Title: Managing Director

POWER OF ATTORNEY

GSCP V GmbH Knight Holdings (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel Parrish and Kevin P. Treanor (and any other employee, of The Goldman Sachs Group, Inc. or one of its affiliates, performing the function in connection with which this Power of Attorney has been granted designated in writing by one of the attorneys-in-fact), as its true and lawful attorney-in-fact, acting for the Company in its respective name, place and stead, whether acting individually or as a representative of others, to approve, execute and deliver any documentation required to be made by the Company under the Securities Exchange Act of 1934 (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, such documents to be in such form as such attorney-in-f act may approve on the Company’s behalf, such approval to be conclusively evidenced by the due execution thereof, and granting unto such attorney-in-fact full power, including substitution and resubstitution, and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if a person having the authority to bind the Company was personally present, and hereby ratifies, approves and confirms all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 19th day of January, 2011.

	GSCP V GMBH KNIGHT HOLDINGS

	By:	/s/ Christine Vollertsen
	Name: Christine Vollertsen
	Title: Vice President

EX-99.1 3 ex-99d1.htm EX-99.1

EXHIBIT 99.1

(1) This statement is being filed by The Goldman Sachs Group, Inc. (“GS Group”); Goldman, Sachs & Co. (“Goldman Sachs”); GS Capital Partners V Offshore Fund, L.P. (“GSCP V Offshore”); GSCP V Offshore Knight Holdings, L.P. (“Offshore Knight V”); GSCP V Germany Knight Holdings, L.P. (“GSCP V Germany “); GS Capital Partners VI Offshore Fund, L.P. (“GSCP VI Offshore”); GSCP VI Offshore Knight Holdings, L.P. (“Offshore Knight VI”); GSCP VI Germany Knight Holdings, L.P. (“GSCP VI Germany”); GS International Infrastructure Partners I, L.P. (“GS International Infrastructure”); GS Infrastructure Knight Holdings, L.P. (“GS Infrastructure Knight”); GSCP KMI Investors Offshore, L.P. (“KMI Investors Offshore”); GS Capital Partners V Institutional, L.P. (“GS Institutional”); GS Capital Partners V Fund, L.P. (“GS Capital V”); GS Capital Partners VI Parallel, L.P. (“GSCP Parallel”); GS Capital Partners VI Fund, L.P. (“GS Capital VI”); GS Global Infrastructure Partners I, L.P. (“GSG Infrastructure”); GS Institutional Infrastructure Partners I, L.P. (“GSI Infrastructure”); GSCP KMI Investors, L.P. (“GSCP KMI Investors”); Goldman Sachs KMI Investors, L.P. (“GS KMI Investors” and together with GSCP V Offshore, Offshore Knight V, GSCP V Germany, GSCP VI Offshore, Offshore Knight VI, GSCP VI Germany, GS International Infrastructure, GS Infrastructure Knight, KMI Investors Offshore, GS Institutional, GS Capital V, GSCP Parallel, GS Capital VI, GSG Infrastructure, GSI Infrastructure and GSCP KMI Investors, the “Limited Partnerships”); GSCP V Offshore Advisors, L.L.C. (“GSCP V Offshore Advisor”); GS Advisors V, L.L.C. (“GS V Advisor 48;); GSCP VI Offshore Advisors, L.L.C. (“GSCP VI Offshore Advisor”); GS Advisors VI, L.L.C. (“GS VI Advisor”); GS Infrastructure Advisors 2006, L.L.C. (“GS Infrastructure 2006”); GSCP KMI Advisors, L.L.C. (“GSCP KMI Advisors”); GSCP V Advisors, L.L.C. (“GSCP V Advisor”); GSCP VI Advisors, L.L.C. (“GSCP VI Advisor”); GS KMI Advisors, L.L.C. (“GS KMI Advisors”); GS Capital Partners V GmbH & Co. KG (“GS V Germany”); GSCP V GMBH Knight Holdings (“GSCP V GMBH”); GS Capital Partners VI GmbH & Co. KG (“GS VI Germany”); Goldman, Sachs Management GP GmbH (“GS GmbH”); GSCP VI GMBH Knight Holdings (“GSCP VI GMBH”); and GSCP KMI Offshore Advisors, Inc. (“KMI Offshore Advisors” and together with the foregoing entities, the “Reporting Persons”). Due to the electronic system’s limitation of 10 Reporting Per sons per joint filing, this statement is being filed in four forms.

(2) The Reporting Persons hold Series A-1 and Series A-2 shares of Class A Common Stock (“Class A Shares”). A holder of Class A Shares may, from time to time prior to May 31, 2015, elect to convert some, or all, of its Class A Shares in order to sell the resulting shares of the Issuer’s Class P Common Stock (“Common Shares”) to a third party or to make a distribution of such resulting Common Shares to its investors or partners. As of the date of this filing, Class A Shares are convertible on a one-for-one basis into Common Shares. As certain thresholds are met through holders of Class A Shares receiving additional value in the future from their ownership of the Class A Shares, either via distributions paid by the Issuer on such Class A Shares or future sales or distributions to its investors or partners o f Common Shares received upon conversion of their Class A Shares, the holders of the Issuer’s Series B-1 or Series B-2 (as applicable) Class B Common Stock (“Class B Shares”) and Series C-1 or Series C-2 Class C (as applicable) Common Stock (“Class C Shares”) will convert or be entitled to convert a portion of their Class B Shares and Class C Shares into Common Shares, and the Class A Shares will have their conversion ratio reduced in proportion to the amount of Common Shares that the Class B Shares and Class C Shares receive upon conversion. The total number of Common Shares that the Class A Shares, Class B Shares and Class C Shares may receive in the aggregate is fixed. The formula for the conversion of Class A Shares, Class B Shares and Class C Shares into Common Shares, as well as the terms and conditions of such conversions, are specified in Article Fourth of the Issuer’s Certificate of Incorporation, filed as Exhibit 3.1 of the Issuer’s Amendment No. 3 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 26, 2011.

Each Reporting Person will convert some of its Class A Shares, on a one-for-one basis, into the Common Shares that such Reporting Person will sell in the Issuer’s initial public offering of its Common Shares (the “IPO”). This conversion of Class A Shares into Common Shares will occur prior to the closing of the IPO.

(3) Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 143,074,656 shares of Series A-1 Class A Shares and 35,390,780 shares of Series A-2 Class A Shares through the Limited Partnerships. Affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the investment manager of certain of the Limited Partnerships and is a wholly-owned subsidiary of GS Group.

Offshore Knight V beneficially owns directly 11,095,702 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by Offshore Knight V’s general partner, GSCP V Offshore, and by GSCP V Offshore’s general partner, GSCP V Offshore Advisor.

GSCP V Germany beneficially owns directly 851,612 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by GSCP V Germany’s general partner, GSCP V GMBH, by GSCP V GMBH’s sole stockholder, GS V Germany, and by GS V Germany’s general partner, GS GmbH.

Offshore Knight VI beneficially owns directly 17,356,834 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by Offshore Knight VI’s general partner, GSCP VI Offshore, and by GSCP VI Offshore’s general partner, GSCP VI Offshore Advisor.

GSCP VI Germany beneficially owns directly 741,630 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by GSCP VI Germany’s general partner, GSCP VI GMBH, and by GSCP VI GMBH’s sole stockholder, GS VI Germany, and by GS VI Germany’s general partner, GS GmbH.

GS Infrastructure Knight beneficially owns directly 25,450,522 shares of Series A-2 Class A Shares, which may be deemed to be beneficially owned indirectly by GS Infrastructure Knight’s general partner, GS International Infrastructure, and by GS International Infrastructure’s general partner, GS Infrastructure 2006.

KMI Investors Offshore beneficially owns directly 4,455,233 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner KMI Offshore Advisors.

GS Institutional beneficially owns directly 7,365,807 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GS V Advisor.

GS Capital V beneficially owns directly 21,480,062 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GSCP V Advisor.

GSCP Parallel beneficially owns directly 5,738,201 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GS VI Advisor.

GS Capital VI beneficially owns directly 20,867,478 shares of Series A-1 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GSCP VI Advisor.

GSG Infrastructure beneficially owns directly 8,980,824 shares of Series A-2 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GS Infrastructure 2006.

GSI Infrastructure beneficially owns directly 959,434 shares of Series A-2 Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GS Infrastructure 2006.

GSCP KMI Investors beneficially owns directly 30,770,025 Series A-1 shares of Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GSCP KMI Advisors.

GS KMI Investors beneficially owns directly 22,352,072 Series A-1 shares of Class A Shares, which may be deemed to be beneficially owned indirectly by its general partner GS KMI Advisors.

The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act or for any other purpose.