Investor Group Acquires Kinder Morgan

Management buyout valued at $22 billion

HOUSTON -- Pipeline company Kinder Morgan Inc. (KMI) has announced it has signed a definitive merger agreement under which a group of investors will acquire KMI in a transaction valued at approximately $22 billion. This includes the assumption of approximately $7 billion of debt.

The investor group includes Chairman and CEO Richard D. Kinder, together with other members of management, co-founder Bill Morgan, current board members Fayez Sarofim and Mike Morgan, and investment partners Goldman Sachs Capital Partners and certain affiliates, American International [image-nocss] Group Inc. and certain affiliates (principally AIG Financial Products and AIG Highstar Capital), The Carlyle Group and Riverstone Holdings LLC.

Under the terms of the agreement, KMI stockholders will receive $107.50 in cash for each share of KMI common stock they hold. The board of directors of KMI, on the unanimous recommendation of a special committee comprised entirely of independent directors, has approved the agreement and will recommend that KMI's stockholders approve the merger.

The purchase price represents a premium of approximately 27% over $84.41, the closing price of KMI stock on Friday, May 26, the last trading day before the investor group made its proposal to take the company private.

We are proud to partner with this prominent group of private-equity firms, all of which have proven records of success, said Kinder. They share our goals and will be strong partners moving forward. I also want to thank our 8,300 employees for their efforts and the company's success and assure them that we will continue to focus on incentive programs that enable them to share in the company's future accomplishments.

Kinder, who will continue as chairman and CEO following the close of the transaction, will reinvest all of his 24 million KMI shares. This buyout reflects the confidence that senior management and the sponsors have in the potential of Kinder Morgan Energy Partners LP. KMI's ownership of the general partner of, and other partnership interests in, KMP represents KMI's largest asset, he said.

The transaction is expected to be completed by early 2007, subject to receipt of stockholder approval and regulatory approvals, as well as the satisfaction of other customary closing conditions. The transaction will be financed through a combination of equity contributed by the investor group and debt financing provided by Goldman Sachs Credit Partners LP and affiliates of Citigroup Global Market Inc., Deutsche Bank Securities Inc., Wachovia Securities and Merrill Lynch, Pierce, Fenner & Smith Inc. There is no financing condition to the obligation of the investor group to consummate the transaction.

Morgan Stanley and The Blackstone Group LP are acting as financial advisors to the special committee, and have each delivered a fairness opinion. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to the special committee. Bracewell & Guiliani LLP is acting as legal advisor to the independent directors. Goldman Sachs & Co. is acting as financial advisor to the Investor Group. Wachtell, Lipton, Rosen and Katz is acting as legal advisor to the private equity investors, and Weil, Gotshal and Manges LLP is acting as legal advisor to Richard Kinder and the other management investors. Simpson Thacher & Bartlett LLP is acting as legal advisor on the financing to the Investor Group.

Kinder Morgan, Inc. is one of the largest energy transportation, storage and distribution companies in North America. It owns an interest in or operates approximately 43,000 miles of pipelines that transport primarily natural gas, crude oil, petroleum products and CO2; more than 150 terminals that store, transfer and handle products like gasoline and coal; and provides natural gas distribution service to more than 1.1 million customers. KMI owns the general partner interest of Kinder Morgan Energy Partners, one of the largest publicly traded pipeline limited partnerships in the United States. Combined, the companies have an enterprise value of more than $35 billion.