8-K 1 kmp8-k02x18x2014.htm 8-K KMP 8-K 02-18-2014


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 18, 2014
KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
of incorporation)
1-11234
(Commission
File Number)
76-0380342
(I.R.S. Employer
Identification No.)


1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(Address of principal executive offices, including zip code)

713-369-9000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01.  Regulation FD Disclosure
In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Kinder Morgan Energy Partners, L.P. (the "Partnership") is commencing an underwritten public offering (the "Offering") of 6,900,000 common units representing limited partner interests pursuant to an effective registration statement. The Partnership intends to grant the underwriters a 30-day option to purchase a maximum of 1,035,000 additional common units if the underwriters sell more than 6,900,000 common units in the Offering. The Offering is subject to market and other conditions, and the Partnership may change the number of common units offered or the timing of the Offering or decide not to proceed with the Offering.
UBS Investment Bank, Barclays, BofA Merrill Lynch, Morgan Stanley and Wells Fargo Securities will act as senior joint book-running managers of the Offering.
When available, copies of the preliminary prospectus supplement and the prospectus supplement and accompanying base prospectus related to the Offering may be obtained from the following persons at the addresses set forth below:
UBS Investment Bank
Attention: Prospectus Department
299 Park Avenue
New York, New York 10171
Telephone: (888) 827-7275

Barclays
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: (888) 603-5847
Email: Barclaysprospectus@broadridge.com

BofA Merrill Lynch
Attention: Prospectus Department
222 Broadway
New York, New York 10038
Email: dg.prospectus_request@baml.com

Morgan Stanley & Co. LLC
Attention: Prospectus Department
180 Varick Street, 2nd Floor
New York, New York 10014

Wells Fargo Securities
Attention: Equity Syndicate Department
375 Park Avenue
New York, New York 10152
Telephone: (800) 326-5897
Email: cmclientsupport@wellsfargo.com

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S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

  
KINDER MORGAN ENERGY PARTNERS, L.P.
  
  
 
By:
KINDER MORGAN G.P., INC.,
  
 
 
its general partner
  
  
 
 
By:
KINDER MORGAN MANAGEMENT, LLC,
  
 
 
 
its delegate
  
Dated: February 18, 2014
 
 
 
By:
 
/s/ Kimberly A. Dang
 
 
 
 
 
 
Kimberly A. Dang
Vice President and Chief Financial Officer



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