To: Triffin who wrote (14003 ) 1/30/2013 9:09:27 AM From: Triffin Respond to of 34328 KMP buys CPNO for stock .. =====Copano Energy to be acquired by Kinder Morgan Energy Partners (KMP) for price of ~$5 bln, including the assumption of debt; consideration to Copano unitholders valued at $40.91 per Copano common unit ( CPNO ) 33.13 : Kinder Morgan Energy Partners (KMP) and Copano Energy ( CPNO ) announced a definitive agreement whereby KMP will acquire all of Copano's outstanding units for a total purchase price of ~$5 bln, including the assumption of debt. The transaction, which has been approved by the boards of directors of both companies, will be a 100% unit for unit transaction with an exchange ratio of .4563 KMP units per Copano unit. The consideration to be received by Copano unitholders is valued at $40.91 per Copano common unit based on KMP's closing price as of Jan. 29, 2013, representing a 23.5% premium to Copano's close on Jan. 29, 2013. TPG, Copano's largest unitholder (owning over 14% of its outstanding equity), has agreed to support the transaction. The acquisition of Copano is expected to be accretive to cash available for distribution to KMP unitholders upon closing. The general partner of KMP, Kinder Morgan (KMI), has agreed to forego a portion of its incremental incentive distributions in 2013 in an amount dependent on the time of closing. Additionally, KMI intends to forgo $120 mln in 2014, $120 mln in 2015, $110 mln in 2016 and annual amounts thereafter decreasing by $5 mln per year from this level. The transaction is expected to be modestly accretive to KMP in 2013, given the partial year, and about $0.10 per unit accretive for at least the next five years beginning in 2014. The acquisition will be immediately accretive to KMI's cash available to pay dividends, even after KMI foregoes a portion of the incremental incentive distributions this transaction is expected to produce. The increase in KMI's cash available to pay dividends is expected to be ~$25 mln in 2014 growing to ~$70 mln in 2016. ===== Triff ..