FWP 1 a07-22452_3fwp.htm FWP

Filed Pursuant to Rule 433

Registration No. 333-141491

Free Writing Prospectus Dated August 23, 2007

Kinder Morgan Energy Partners, L.P.

$500,000,000  5.85% Senior Notes due 2012

Pricing Term Sheet

Relating to Preliminary Prospectus Supplement dated August 23, 2007

Issuer:

Kinder Morgan Energy Partners, L.P.

Ratings:

Baa2 (Stable) / BBB (Stable) / BBB (Stable)

Note Type:

Senior Unsecured Notes

Distribution:

SEC Registered

Minimum denomination:

$1,000

Trade date:

August 23, 2007

Settlement Date:

August 28, 2007 (T+3)

Maturity:

September 15, 2012

Principal Amount:

$500,000,000

Underwriting discount:

0.35%

Gross proceeds:

$499,505,000

Net proceeds to Issuer

 

(before expenses):

$497,755,000

Benchmark Treasury:

4.625% TSY due July 2012

Benchmark Yield:

4.372%

Re-offer spread:

1.50%

Re-offer yield to maturity:

5.872%

Coupon:

5.850%

Public offering price:

99.901%

Optional Redemption:

Redeemable at any time at an amount equal to the principal amount plus a make-whole premium, using a discount rate of Treasury plus 0.25%

Interest payment dates:

March 15 and September 15, commencing March 15, 2008

CUSIP:

494550 AX4

ISIN:

US494550AX42

Joint Book-Running Managers:

Lehman Brothers Inc.

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 

Citigroup Global Markets Inc.

Co-Managers:

Banc of America Securities, LLC

 

Barclays Capital Inc.

 

Greenwich Capital Markets, Inc.

 

Lazard Capital Markets LLC

 

RBC Capital Markets Corporation

 

Wachovia Capital Markets, LLC

 

This term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement referenced above.  The information in this term sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information set forth in the Preliminary Prospectus Supplement.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Lehman Brothers Inc. toll-free at 1-888-603-5847, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408 or Citigroup Global Markets Inc. toll-free at 1-877-858-5407.