Prospectus COPANO ENERGY, L.L.C. - 1-31-2013

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Prospectus COPANO ENERGY, L.L.C. - 1-31-2013 Powered By Docstoc
					                                                                                                           Filing pursuant to Rule 425 under the
                                                                                                             Securities Act of 1933, as amended
                                                                                                     Deemed filed under Rule 14a-12 under the
                                                                                                  Securities Exchange Act of 1934, as amended

                                                                                                                  Filer: Copano Energy, L.L.C.

                                                                                                       Subject Company: Copano Energy, L.L.C.

                                                                                                               Commission File No.: 001-32329

The following materials regarding Kinder Morgan Energy Partners, L.P. (“KMP”) and Richard D. Kinder were made available to employees of
Copano Energy, L.L.C. (“Copano”).

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

          KMP plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction. KMP and Copano plan to
file with the SEC and Copano plans to mail to its unitholders a Proxy Statement/Prospectus in connection with the transaction. The Registration
Statement and the Proxy Statement/Prospectus will contain important information about KMP, Copano, the transaction and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.

         Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and
other documents filed with the SEC by KMP and Copano through the web site maintained by the SEC at www.sec.gov or by phone, email or
written request by contacting the investor relations department of KMP or Copano at the following:

                   KMP                                                 Copano

Address:           1001 Louisiana Street, Suite 1000                   1200 Smith Street, Suite 2300
                   Houston, Texas 77002                                Houston, Texas 77002
                   Attention: Investor Relations                       Attention: Investor Relations
Phone:             (713) 369-9490                                      (713) 621-9547
E-mail:            kmp_ir@kindermorgan.com                             ir@copano.com

PARTICIPANTS IN THE SOLICITATION

         KMP and Copano, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies
in respect of the transactions contemplated by the Merger Agreement. Information regarding the directors and executive officers of KMP’s
general partner and Kinder Morgan Management, LLC, the delegate of KMP ‘s general partner, is contained in KMP’s Form 10-K for the year
ended December 31, 2011, which has been filed with the SEC. Information regarding Copano’s directors and executive officers is contained in
Copano’s Form 10-K for the year ended December 31, 2011 and its proxy statement filed on April 5, 2012, which are filed with the SEC. A
more complete description will be available in
the Registration Statement and the Proxy Statement/Prospectus

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between KMP and Copano, the expected timetable for completing the proposed
transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined
company and any other statements about KMP or Copano management’s future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar
expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the
proposed transaction; the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the
consummation of the proposed transaction; the ability of KMP to successfully integrate Copano’s operations and employees and realize
anticipated synergies and cost savings; the potential impact of the announcement or consummation of the proposed transaction on relationships,
including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; price volatility and market demand for
natural gas and natural gas liquids; higher construction costs or project delays due to inflation, limited availability of required resources or the
effects of environmental, legal or other uncertainties; the ability of the combined company to continue to obtain new sources of natural gas
supply; the impact on volumes and resulting cash flow of technological, economic and other uncertainties inherent in estimating future
production, producers’ ability to drill and successfully complete and attract new natural gas supplies and the availability of downstream
transportation systems and other facilities for natural gas and NGLs; the effects of government regulations and policies and of the pace of
deregulation of retail natural gas; national, international, regional and local economic or competitive conditions and developments; capital and
credit markets conditions; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the
price of certain commodities; weather, alternative energy sources, conservation and technological advances that may affect price trends and
demand; business and regulatory or legal decisions; the timing and success of business development efforts; acts of nature, accidents, sabotage,
terrorism or other similar acts causing damage greater than the insurance coverage limits of the combined company; and the other factors and
financial, operational and legal risks or uncertainties described in KMP’s and Copano’s Annual Reports on Form 10-K for the year ended
December 31, 2011 and their most recent quarterly report filed with the SEC. KMP and Copano disclaim any intention or obligation to update
any forward-looking statements as a result of developments occurring after the date of this document.
                           Let me begin by telling you how delighted we are to enter into an agreement to combine Kinder Morgan Energy
                           Partners with Copano Energy. I believe this transaction is a win-win opportunity for Kinder Morgan and Copano
                           and for the employees and the unitholders of both companies. At Kinder Morgan, we’re bullish on the future of
                           domestic shale plays, which are revolutionizing the energy landscape across the United States. Merging Copano’s
                           gathering, processing and fractionation assets with KMP’s financial strength and our extensive pipeline
                           transportation and storage assets should provide an excellent platform to further grow Copano’s midstream service
                           assets. Furthermore, Copano has identified a large number of attractive expansion projects and KMP has the capital
                           to fund them.




Copano unitholders have been offered a substantial per-unit premium through this transaction. The combination of KMP and Copano is also
expected to produce immediate value (upon closing) to KMP unitholders and Kinder Morgan, Inc. shareholders through strong cash flow
accretion. Broadening our midstream services footprint at KMP will also allow us to offer a wider array of services to existing and potential
customers.

When this transaction is completed, which will likely occur in the third quarter of 2013, you will be joining Kinder Morgan—the largest
midstream and third largest energy company in North America with about 75,000 miles of pipelines, 180 terminals and an enterprise value of
approximately $100 billion. Kinder Morgan is:

        Largest natural gas transporter and storage operator in the U.S. with approximately 62,000 miles of pipelines. Pipelines are connected
    to every important shale resource play including Eagle Ford, Marcellus, Utica, Uinta, Haynesville, Fayetteville and Barnett. We are also
    the largest provider of contracted natural gas treating services.
        Largest independent transporter of petroleum products in the U.S., transporting approximately 1.9 million barrels per day of gasoline,
    jet fuel, diesel, natural gas liquids and crude oil.
        Largest transporter of CO 2 in the U.S., transporting about 1.3 billion cubic feet per day. Most of the carbon dioxide is used in
    enhanced oil recovery projects in the Permian Basin of West Texas. We are also the second largest oil producer in Texas, producing about
    55,000 barrels per day.
        Largest independent terminal operator in the U.S. Our liquids terminals store refined petroleum products, chemicals, ethanol and
    more, and have a capacity of 112 million barrels. Our dry bulk terminals store and handle such materials as coal, petroleum coke and
    steel, and we handle over 100 million tons per year.
        Only oilsands pipeline serving the West Coast. The Trans Mountain pipeline system transports 300,000 barrels of crude oil per day to
    Vancouver, B.C., and Washington state, and an expansion is being pursued to increase capacity to 890,000 barrels per day.
1
If all goes as expected, Kinder Morgan and Copano will be one company soon. Until then, it’s important for all of us to do everything we can
to stay focused on performing our jobs to the best of our abilities to positively position each company for the future. At Kinder Morgan, we
strive for both financial and operational excellence and to meet our customers’ needs, and I know you have similar goals at Copano.

I know that you have many questions and we’ll do our best to answer them and keep you informed as the integration process progresses. If
you’re interested in knowing more about Kinder Morgan, I encourage you to visit our web site at www.kindermorgan.com.

Thanks, and we look forward to welcoming you to the Kinder Morgan family when this transaction closes!

Rich Kinder
Chairman and CEO

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

KMP plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction. KMP and Copano plan to file with
the SEC and Copano plans to mail to its unitholders a Proxy Statement/Prospectus in connection with the transaction. The Registration
Statement and the Proxy Statement/Prospectus will contain important information about KMP, Copano, the transaction and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by KMP and Copano through the web site maintained by the SEC at www.sec.gov or by phone, email or written
request by contacting the investor relations department of KMP or Copano at the following:

                   KMP                                                    Copano
Address:           1001 Louisiana Street, Suite 1000                      1200 Smith Street, Suite 2300
                   Houston, Texas 77002                                   Houston, Texas 77002
                   Attention: Investor Relations                          Attention: Investor Relations
Phone:             (713) 369-9490                                         (713) 621-9547
E-mail:            kmp_ir@kindermorgan.com                                ir@copano.com

KMP and Copano, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement. Information regarding the directors and executive officers of KMP’s
general partner and Kinder Morgan Management, LLC, the delegate of KMP’s general partner, is contained in KMP’s Form 10-K for the year
ended December 31, 2011, which has been filed with the SEC. Information regarding Copano’s directors and executive officers is contained in
Copano’s Form 10-K for the year ended December 31, 2011 and its proxy statement filed on April 8, 2012, which are filed with the SEC. A
more complete description will be available in the Registration Statement and the Proxy Statement/Prospectus.

                                                                      2
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between KMP and Copano, the expected timetable for completing the proposed
transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined
company and any other statements about KMP or Copano management’s future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar
expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the
proposed transaction; the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the
consummation of the proposed transaction; the ability of KMP to successfully integrate Copano’s operations and employees and realize
anticipated synergies and cost savings; the potential impact of the announcement or consummation of the proposed transaction on relationships,
including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; price volatility and market demand for
natural gas and natural gas liquids; higher construction costs or project delays due to inflation, limited availability of required resources or the
effects of environmental, legal or other uncertainties; the ability of the combined company to continue to obtain new sources of natural gas
supply; the impact on volumes and resulting cash flow of technological, economic and other uncertainties inherent in estimating future
production, producers’ ability to drill and successfully complete and attract new natural gas supplies and the availability of downstream
transportation systems and other facilities for natural gas and NGLs; the effects of government regulations and policies and of the pace of
deregulation of retail natural gas; national, international, regional and local economic or competitive conditions and developments; capital and
credit markets conditions; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the
price of certain commodities; weather, alternative energy sources, conservation and technological advances that may affect price trends and
demand; business and regulatory or legal decisions; the timing and success of business development efforts; acts of nature, accidents, sabotage,
terrorism or other similar acts causing damage greater than the insurance coverage limits of the combined company; and the other factors and
financial, operational and legal risks or uncertainties described in KMP’s and Copano’s Annual Reports on Form 10-K for the year ended
December 31, 2011 and their most recent quarterly report filed with the SEC. KMP and Copano disclaim any intention or obligation to update
any forward-looking statements as a result of developments occurring after the date of this document.

                                                                         3
FACT SHEET

Kinder Morgan is the largest midstream and the third largest energy company (based on enterprise value) in North America. We own an
interest in or operate approximately 75,000 miles of pipelines and 180 terminals. Our strategy is to expand, build and acquire primarily
fee-based energy infrastructure in growing markets. These assets typically generate substantial stable cash flow and have minimal exposure to
commodity price volatility.

Kinder Morgan is a market leader in its businesses. For example, we are the:

       Largest natural gas transporter and storage operator in the U.S. with more than 62,000 miles of pipelines. Our Natural Gas Pipelines
    are connected to every important natural gas resource play, including the Eagle Ford, Marcellus, Utica, Uinta, Haynesville, Fayetteville
    and Barnett, Utica and Marcellus, that will play a significant role in meeting the nation’s long-term natural gas supply. We are also the
    largest provider of contracted natural gas treating services.
       Largest independent transporter of petroleum products in the U.S., transporting about 1.9 million barrels of product per day. Our
    Products Pipelines segment serves six western states, including California, and the southeastern U.S.
       Largest transporter of carbon dioxide (CO 2 ) in the U.S., transporting about 1.3 billion cubic feet per day. Our CO 2 business
    segment operates CO 2 source fields, CO 2 transportation pipelines and oil fields. Most of the CO 2 is used in enhanced oil recovery
    projects in the Permian Basin of West Texas. We are also the second largest oil producer in Texas.
       Largest independent Terminal operator in the U.S. Our liquids terminals store refined petroleum products, chemicals, ethanol and
    more, and have a capacity of 112 million barrels. Our dry bulk terminals store and handle such materials as coal, petroleum coke and
    steel, and we handle over 100 million tons per year.
       Only oilsands pipeline serving the West Coast in Canada. Kinder Morgan Canada’s Trans Mountain pipeline system transports
    crude from Alberta to British Columbia and Washington state.

The Kinder Morgan family of companies has four publicly traded entities on the New York Stock Exchange — Kinder Morgan, Inc. (NYSE:
KMI), Kinder Morgan Energy Partners, L.P. (NYSE: KMP), which is one of the largest publicly traded pipeline limited partnerships in
America, Kinder Morgan Management, LLC (NYSE: KMR) and El Paso Pipeline Partners (NYSE: EPB). Combined, Kinder Morgan has an
enterprise value of approximately $100 billion.

Additional Highlights

        Chairman and CEO Richard D. Kinder, a recipient of Morningstar’s CEO of the Year award, receives a salary of $1 a year, no
    bonuses, no stock options and no restricted stock. He owns approximately 24 percent of KMI. We like to say that Kinder Morgan is a
    company run by shareholders for shareholders.
        KMP is one of the largest publicly traded master limited partnerships in America and has invested over $30 billion in expansions, new
    build projects, joint ventures and acquisitions since 1997 to grow the company. During that time, KMP has delivered an average annual
    growth return of 24 percent to its unitholders.
        KMI completed a successful IPO in February of 2011, raising approximately $3.3 billion. KMI completed its approximately $38
    billion acquisition of El Paso Corporation in May 2012. KMI owns the general partner and limited partner interests in KMP and
    EPB. KMR is a limited liability company and its only significant assets are the partnership units it owns in KMP. EPB owns natural gas
    pipelines and liquefied natural gas terminals.
        Kinder Morgan is one of the only companies to publish both its annual budget and environmental and safety performance on its web
    site.
        Kinder Morgan does not have a Political Action Committee (PAC) or make any political contributions.
        Kinder Morgan is headquartered in Houston, Texas, and has approximately 11,000 employees. For more information, visit
    www.kindermorgan.com.
Richard D. Kinder is Chairman of the board and CEO of Kinder Morgan, the largest midstream and the third largest energy company (based on
enterprise value) in North America. The Kinder Morgan family of companies includes Kinder Morgan, Inc. (NYSE: KMI), Kinder Morgan
Energy Partners, L.P. (NYSE: KMP), Kinder Morgan Management, LLC (NYSE: KMR) and El Paso Pipeline Partners (NYSE: EPB).

Through his leadership, Kinder Morgan has grown from a small company with 175 employees and an enterprise value of $325 million in
February 1997 to an organization with approximately 11,000 employees and an enterprise value of approximately $100 billion today. Kinder
Morgan Energy Partners, one of the largest publicly traded pipeline limited partnerships in the United States, has delivered a compound annual
return of 24 percent to its unitholders.

Kinder Morgan is one of Fortune magazine’s Most Admired Companies in America and was previously recognized as the top company among
all industries for “Quality of Management.” Mr. Kinder, who receives a salary of $1 a year (no bonuses, stock options or restricted stock
grants) is a past recipient of Morningstar’s CEO of the Year award.

Mr. Kinder received his undergraduate and law degrees from the University of Missouri and served in Vietnam as a Captain in the U.S.
Army. He has served on numerous corporate and nonprofit boards and is a life trustee of the Museum of Fine Arts in Houston.

Kinder Morgan owns an interest in or operates approximately 75,000 miles of pipelines and 180 terminals. The company’s pipelines transport
primarily natural gas, refined petroleum products, CO 2 and crude oil and its terminals store, transfer and handle such products as gasoline,
ethanol, coal, petroleum coke and steel. Combined, Kinder Morgan has an enterprise value of approximately $100 billion.

				
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