NGPL PipeCo LLC Announces Successful Receipt of Requisite Consents Related to Consent Solicitations with Respect to its 4.875% Senior Notes due 2027 and 3.250% Senior Notes due 2031

Core Viewpoint - NGPL PipeCo LLC has received the necessary consents from holders of its Senior Notes to amend the terms of the Indentures related to the 2027 and 2031 Notes, allowing for a significant transaction involving the sale of a 25% interest in NGPL Holdings LLC to ArcLight Capital Partners, LLC [1][4][5] Group 1: Consent and Amendments - The Company announced that consents were validly delivered exceeding the requisite threshold for the Proposed Amendments to the Indentures for both Series of Notes [3] - The Proposed Amendments will redefine "Change of Control" in the Indentures, ensuring that the upcoming Transaction will not trigger a Change of Control under the Indentures [5] - A supplemental indenture will be executed for each Series of Notes to formalize the Proposed Amendments, which will become enforceable upon execution but will not be operative until the consent fee is paid [5] Group 2: Transaction Details - The Transaction involves Brookfield Infrastructure US Holdings I selling its 25% interest in NGPL Holdings to ArcLight, with both ArcLight and Kinder Morgan, Inc. having equal rights to elect 50% of the board members post-transaction [4] - Upon completion of the Transaction, ArcLight funds will hold a 62.5% economic interest in NGPL Holdings, while Kinder Morgan will retain a 37.5% economic interest and continue to operate the pipeline assets [4] - The Transaction is anticipated to close in the second quarter of 2025, subject to customary closing conditions [4] Group 3: 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 Chicago area and across the U.S. [10] - The subsidiary operates approximately 9,100 miles of pipeline and has significant natural gas storage capacity, providing access to major supply basins [10] - Kinder Morgan, Inc. is one of the largest energy infrastructure companies in North America, operating extensive pipeline and terminal networks [12]