NGPL PipeCo LLC Announces That It Has Commenced Consent Solicitations with respect to its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031

Core Viewpoint - NGPL PipeCo LLC is initiating consent solicitations for amendments to its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031, in connection with a transaction involving the sale of a 25% interest in NGPL Holdings LLC to ArcLight Capital Partners, LLC [1][2] Group 1: Transaction Details - Brookfield Infrastructure US Holdings I will sell its 25% interest in NGPL Holdings LLC to ArcLight, resulting in ArcLight funds and Kinder Morgan, Inc. each having the right to elect 50% of the board members, with ArcLight holding a 62.5% economic interest [2] - The transaction is expected to close in the second quarter of 2025, pending customary closing conditions [2] Group 2: Consent Solicitation Process - The consent solicitation aims to amend the definition of "Change of Control" in the indentures, ensuring the transaction does not trigger a Change of Control event [4] - Holders must consent to the proposed amendments in their entirety to be eligible for a consent fee of $1.00 per $1,000 in principal amount of the notes [5] - The consent deadline is set for April 8, 2025, at 5:00 p.m. New York City time, with the possibility of extension [5] Group 3: Approval Requirements - Approval of the proposed amendments requires consents from a majority of the aggregate principal amount of the notes outstanding, excluding those owned by the company or its affiliates [6] - Upon receiving the requisite consents, a supplemental indenture will be executed to formalize the amendments [6] Group 4: Implications of Amendments - Once the proposed amendments are operative, all current and future holders of the notes will be bound by these amendments [8] - The company may terminate the consent solicitation if the requisite consents are not received [10][11] Group 5: Company Overview - NGPL PipeCo LLC is a Delaware limited liability company and the issuer of the senior notes, with its subsidiary being a major transporter of natural gas in the U.S. [15] - The subsidiary operates approximately 9,100 miles of pipeline and has significant storage capacity, serving key markets including the Chicago area and Gulf Coast [15] Group 6: ArcLight and Kinder Morgan Overview - ArcLight Capital Partners, LLC is a significant infrastructure investor with a history of managing over 65 GW of assets and $80 billion in enterprise value [16][17] - Kinder Morgan, Inc. is one of North America's largest energy infrastructure companies, operating approximately 79,000 miles of pipelines and 704 Bcf of natural gas storage capacity [18]