Closing the deal that made it the largest natural gas pipeline transporter in the U.S., Kinder Morgan Inc., Houston, (NYSE: KMI) has concluded its purchase of Houston-based El Paso Corp. (NYSE: EP) for approximately $38 billion and subsequently spun out El Paso’s upstream holdings.
Kinder Morgan chairman and chief executive Richard Kinder called the deal a once-in-a-lifetime transaction. “We are delighted to close the El Paso transaction and we are very excited about the natural gas footprint that we now have in the United States with the addition of approximately 44,000 miles of natural gas pipelines from El Paso.”
He adds, “We are bullish on the future of natural gas and believe that it will be the fuel of choice in America for many years to come. It’s domestically abundant, clean and cheap. As the largest transporter and storage operator of natural gas in the United States, we have many growth opportunities across the country, and we are eager to get to work to leverage these assets for the benefit of our customers, our shareholders and our employees.”
Kinder Morgan paid consideration equal to $26.87 per El Paso share, consisting of $14.65 per share in cash and KMI shares and warrants. KMI shareholders now own approximately 68% of the combined companies. Kinder Morgan has also assumed some $16.7 billion of El Paso debt.
El Paso’s portfolio consists of 43,000 miles of pipeline in the Northeast, Southeast, Rockies and Southwest. Current throughput is 17 billion cubic feet per day, representing 26% of gas delivered to U.S. consumers. Total capacity is 28 Bcf per day.
“The El Paso assets are primarily regulated interstate natural gas pipelines that produce substantial, stable cash flow and have access to key regions and major consuming markets,” says Kinder. The combined systems are complementary, he says, as they primarily serve different supply sources and markets in the U.S.
Kinder Morgan now has an enterprise value of $94 billion with 80,000 miles of pipeline, making it the fourth-largest U.S. energy company.
El Paso is now a subsidiary to Kinder Morgan, and has sold its E&P assets to New York-based investment management firm Apollo Global Management LLC (NYSE: APO), along with private-equity firm Riverstone Holdings LLC and Access Industries Inc. for approximately $7.15 billion.
Raymond James & Associates analyst Darren Horowitz calculates El Paso’s E&P assets will attract $7.5- to $9 billion based on a multiple of 6-7x EBITDA. “Only a handful of companies are able to ante up that kind of capital, primarily large multinational E&P companies.”
Doug Foshee, El Paso chairman, president and chief executive, says, “Our agreement with Kinder Morgan will provide even greater value for our shareholders than we expected through the planned spin-off of our exploration and production business.”
El Paso holds E&P assets in the Eagle Ford and Haynesville shales, the Wolfcamp trend of the Permian Basin, the Altamont region of the Uinta Basin, the South Louisiana Wilcox, as well as international holdings in Egypt and Brazil. Total net risked resource potential is 8 trillion cubic feet equivalent with 3,260 total drilling locations in core operations (48% oil). Production at the end of the third quarter was 823 million cubic feet equivalent per day.
Evercore Partners and Barclays Capital were financial advisors to Kinder Morgan and provided a fairness opinion. Weil Gotshal & Manges LLP and Bracewell & Guiliani LLP were legal counsel. Morgan Stanley was financial advisor to El Paso and provided a fairness opinion. Goldman Sachs was also financial advisor to El Paso in this transaction and in relation to its previously announced spin-off. Wachtell, Lipton, Rosen & Katz was legal advisor to El Paso.