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Kinder Morgan And El Paso Announce Preliminary Results Of Merger Consideration Elections

Kinder Morgan, Inc. (NYSE:KMI) and El Paso Corporation (NYSE:EP) today announced the preliminary results of the elections made by El Paso stockholders regarding their preference as to the form of merger consideration they will receive in connection with El Paso’s pending merger with Kinder Morgan, which is currently expected to be effective at 12:01 a.m., New York City time, on May 25, 2012.

As previously announced, under the terms of the Agreement and Plan of Merger, dated as of October 16, 2011 (the “Merger Agreement”), by and among, among others, Kinder Morgan and El Paso, El Paso stockholders could elect to receive, for each share of El Paso common stock:

  • 0.9635 of a share of Kinder Morgan Class P common stock and 0.640 of a warrant to purchase one share of Kinder Morgan Class P common stock (the “Per Share Warrant Consideration”) (a “Stock Election”);
  • $25.91 in cash without interest and the Per Share Warrant Consideration (a “Cash Election”); or
  • 0.4187 of a share of Kinder Morgan Class P common stock, $14.65 in cash without interest and the Per Share Warrant Consideration (a “Mixed Election”).

Holders of El Paso equity awards could elect to exchange such equity awards for either a Cash Election or a Mixed Election. All elections are subject to proration and adjustment in accordance with the terms of the Merger Agreement.

Based on available information as of 5:00 p.m., New York City time, on May 23, 2012, the preliminary merger consideration election results were as follows:

  • Holders of approximately 78% of the outstanding shares of El Paso common stock, or 602,178,177 shares of common stock, elected a Stock Election. This includes 47,186,764 shares of common stock subject to guaranteed delivery procedures.
  • Holders of approximately 1% of the outstanding shares of El Paso common stock, or 6,910,140 shares of common stock, elected a Cash Election. This includes 864,035 shares of common stock subject to guaranteed delivery procedures.
  • Holders of approximately 6% of the outstanding shares of El Paso common stock, or 47,779,109 shares of common stock, elected a Mixed Election. This includes 5,283,608 shares of common stock subject to guaranteed delivery procedures.
  • Holders of approximately 15% of the outstanding shares of El Paso common stock, or 118,888,233 shares of common stock, did not make a valid election or did not deliver a valid election form prior to the election deadline and, therefore, are deemed to have made a Mixed Election.

Elections made pursuant to the notice of guaranteed delivery procedure require the delivery of shares of El Paso common stock to Computershare Trust Company, N.A., the exchange agent for the merger, by 5:00 p.m., New York City time, on May 25, 2012. If the exchange agent does not receive the required stock certificates or book-entry transfer of shares by the guaranteed delivery deadline, the shares of El Paso common stock subject to such elections will be treated as shares deemed to have made a Mixed Election.

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