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Actionable news in KMI: KINDER MORGAN Inc,

Entry into a Material Definitive

Underwriting Agreement

On October26, 2015, Kinder Morgan,Inc. (the Corporation) entered into an Underwriting Agreement (the Underwriting Agreement) among the Corporation and the underwriters named therein (the Underwriters), pursuant to which the Corporation has agreed to sell 32,000,000 depositary shares (the Depositary Shares), each representing 1/20

th

of a share of the Corporations 9.75% SeriesA Mandatory Convertible Preferred Stock, par value $0.01 per share (the Preferred Stock). The offering and sale of Depositary Shares pursuant to the Underwriting Agreement were registered under the Corporations registration statement on FormS-3 (File No.333-207599), which became automatically effective on October26, 2015.

The Underwriting Agreement incl udes customary representations, warranties and covenants by the Corporation and the Underwriters. It also provides for customary indemnification by each of the Corporation and the Underwriters against certain liabilities arising out of or in connection with sale of the Depositary Shares and for customary contribution provisions in respect of those liabilities.

The foregoing summary of the material terms of the Underwriting Agreement and the transaction contemplated thereby is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached hereto as Exhibit1.1 and incorporated herein by reference.

The Company also entered into a Deposit Agreement, dated as of October30, 2015 (the Deposit Agreement), with Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (the Depositary), on behalf of all holders from time to time of the depositary receipts issued thereunder, which governs the deposit of the Preferred Stock with the Depositary and the issuance of depositary receipts representing the Depositary Shares. A copy of the Deposit Agreement is attached hereto as Exhibit4.2 and incorporated herein by reference.

The Underwriting Agreement has been filed with this Current Report on Form8-K to provide investors and security holders with information regarding its terms and is not intended to provide any other factual information about the Corporation. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Corporation or any of its subsidiaries or affiliates.

The Underwriters and their related entities have, from time to time, engaged in commercial and investment banking transactions with...


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