Knight Inc. Announces Cash Debt Tender Offer



    HOUSTON, Feb. 21 /CNW/ -- Knight Inc. (formerly Kinder Morgan, Inc.), a
Kansas corporation (the "Company"), announced today that it has commenced a
cash tender offer to pay an aggregate purchase amount of up to $1,600,000,000
for a portion of its outstanding debt securities and the outstanding debt
securities of certain of its affiliates.  The series of debt securities that
are the subject of the tender offer (the "Notes") are listed in the table
below with other information relating to the tender offer.  The terms and
conditions of the tender offer are set forth in the Company's Offer to
Purchase dated February 21, 2008 (the "Offer to Purchase"), and the related
Letter of Transmittal.



    
                                                             Early     Total
                                                             Tender  Consider-
                                                            Premium    ation
                                       Aggregate   Accept-    Per       Per
                                       Principal    ance    $1,000    $1,000
    CUSIP                  Title of     Amount    Priority Principal Principal
    Number     Issuer      Security   Outstanding   Level    Amount   Amount*
    

    Offer for Notes listed below: Any and All Offer

    
    482588AC4  K N Capital  8.560%     $100,000,000   1     $30.00   $1,000.00
               Trust I      Series B
                            Capital
                            Trust Pass-
                            Through
                            Securities
                            due 2027
    

    
    482917AA9  K N Capital  7.630%     $175,000,000   1     $30.00     $930.00
               Trust III    Capital
                            Securities
                            due 2028
    

    
    482620AX9  K N Energy,  7.450%     $150,000,000   1     $30.00     $920.00
               Inc.         Senior
                            Debentures
                            due 2098
    

    
    482620AW1  K N Energy,  7.250%     $493,000,000   1     $30.00   $1,000.00
               Inc.         Senior
                            Debentures
                            due 2028
    

    
    482620AS0  K N Energy,  6.670%     $150,000,000   1     $30.00     $960.00
               Inc.         Debentures
                            due 2027
    

    
    49455WAF3  Kinder       6.400%     $550,000,000   1     $30.00     $905.00
               Morgan       Senior
               Finance      Notes
               Company,     due 2036
               ULC
    


    
    Offer for Notes listed below: Offer subject to Maximum Tender Offer Amount
     and Acceptance Priority Level
    

    
    482620AN1 K N Energy,  6.500%       $30,000,000   2     $20.00   $1,010.00
                  Inc.     Debentures
                           due 2013
    

    
    494553AB6 Kinder       6.500%    $1,000,000,000   3     $20.00   $1,040.00
    494553AA8 Morgan, Inc. Senior
                           Notes
                           due 2012
    

    
    49455WAD8 Kinder       5.700%      $850,000,000   4     $20.00     $950.00
    49455WAC0 Morgan       Senior
    C49355AB3 Finance      Notes
              Company,     due 2016
              ULC
    

    
    49455WAB2 Kinder       5.350%      $750,000,000   5     $20.00   $1,020.00
              Morgan       Senior
              Finance      Notes
              Company,     due 2011
              ULC
    

    
    494553AC4 Kinder       5.150%      $250,000,000   6     $20.00     $920.00
              Morgan,      Senior
              Inc.         Notes
                           due 2015
    

    
    * Includes the applicable early tender premium per $1,000 principal amount
      of Notes for each series as set forth in the table.
    
    The amounts of each series of Notes that are purchased in the tender
offer will be determined in accordance with the "Acceptance Priority Level"
(in numerical priority order) as set forth in the table above, subject to the
maximum aggregate purchase amount of all Notes that may be purchased in the
tender offer of $1,600,000,000 (the "Maximum Tender Offer Amount").  Subject
to the terms and conditions of the tender offer, any and all Notes with an
Acceptance Priority Level of "1" (the "First Priority Notes") validly tendered
(and not validly withdrawn) in the tender offer will be accepted for purchase
by the Company.  Notes that are not First Priority Notes (the "Maximum Tender
Offer Notes") will be accepted for purchase up to an aggregate purchase amount
that, together with the aggregate purchase amount of the First Priority Notes
accepted for purchase, is less than or equal to the Maximum Tender Offer
Amount.  Notes accepted for purchase with the lowest Acceptance Priority Level
validly tendered and not validly withdrawn may be subject to proration in the
event that the tender offer is oversubscribed.  None of the First Priority
Notes will be subject to any proration.  The Company may, subject to
applicable law, increase or waive the Maximum Tender Offer Amount, in its sole
discretion.
    The tender offer will expire at 12:00 midnight, New York City time, on
March 19, 2008 (the "Expiration Date"), unless extended.  Holders of Notes
must validly tender and not validly withdraw their Notes on or before 5:00
p.m., New York City time, on March 5, 2008 (the "Early Tender Date"), unless
extended, in order to be eligible to receive the applicable total
consideration specified in the table above.  Holders of Notes who validly
tender their Notes after the Early Tender Date but on or before the Expiration
Date and whose notes are accepted for purchase will receive the applicable
tender offer consideration, namely the total consideration less the applicable
early tender premium of $30 per $1,000 principal amount of First Priority
Notes or $20 per $1,000 principal amount of Maximum Tender Offer Notes. The
payment date for First Priority Notes validly tendered on or before the Early
Tender Date will be on or before the third business day following the Early
Tender Date and is currently expected to be March 10, 2008.
    The payment date for First Priority Notes validly tendered after the
Early Tender Date but on or before the Expiration Date and all Maximum Tender
Offer Notes validly tendered on or before the Expiration Date will be on or
before the third business day following the Expiration Date and currently is
expected to be March 24, 2008.  In addition to the applicable total
consideration or tender offer consideration, as the case may be, accrued and
unpaid interest up to, but not including, the payment date, as applicable,
will be paid in cash on all validly tendered notes accepted for purchase in
the tender offer.
    Holders of notes subject to the tender offer who validly tender their
Notes on or before 5:00 p.m., New York City time, on March 5, 2008 (the
"Withdrawal Date") may withdraw their Notes on or prior to the Withdrawal Date
but not thereafter except in the limited circumstances described in the Offer
to Purchase.  Holders of Notes subject to the tender offer who validly tender
their Notes after the Withdrawal Date and on or before the Expiration Date may
not withdraw their Notes except in the limited circumstances described in the
Offer to Purchase.
    The Company intends to fund the purchase of the Notes in the tender offer
with a portion of the proceeds from its recently completed sale of MidCon
Corp., other cash on hand and, to the extent necessary, borrowings under the
Company's existing $1.0 billion senior secured revolving credit facility.  On
February 21, 2008, after giving effect to the use of a portion of the proceeds
from the MidCon transaction to the repayment of our senior secured term loan
facility (but without giving effect to the Offer), the Company had a debt
balance of approximately $4.5 billion.
    Citi and Merrill Lynch & Co. are acting as the dealer managers for the
tender offer.  The information agent and depositary for the tender offer is
Global Bondholders Services Corporation.  The tender offer is made only by the
Offer to Purchase and the related Letter of Transmittal, and the information
in this news release is qualified by reference to such documents.  Persons
with questions regarding the tender offer should contact Citi at (212)
723-6106 (collect) or (800) 558-3745 (toll-free) or Merrill Lynch & Co. at
(212) 449-4914 (collect) or (888) 654-8637 (toll-free).  Requests for copies
of the Offer to Purchase and Letter of Transmittal should be directed to
Global Bondholders Services Corporation at   (212) 430-3774 or (866) 470-4200
(toll-free).
    This release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell the Notes.  The tender
offer to buy the Notes is only being made pursuant to the tender offer
documents, including the Offer to Purchase that the Company is distributing to
noteholders.  The tender offer is not being made to noteholders in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the tender offer is required to be made by a
licensed broker or dealer, they shall be deemed to be made by the dealer
managers on behalf of the Company.
    
    About Knight Inc.
    
    The Company, together with its consolidated subsidiaries, is a large
energy transportation and storage company, operating or owning an interest in
approximately 38,000 miles of pipelines and approximately 155 terminals.  The
Company has both regulated and nonregulated operations.  We also own the
general partnership interest and a significant limited partnership interest in
Kinder Morgan Energy Partners, L.P., a publicly traded pipeline limited
partnership.
    Forward Looking Statements.  This news release includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Although the Company
believes that its expectations are based on reasonable assumptions, it can
give no assurance that such assumptions will materialize.  Important factors
that could cause actual results to differ materially from those in the
forward-looking statements herein are enumerated in Knight Inc.'s Forms 10-K
and 10-Q as filed with the Securities and Exchange Commission (the "SEC").
    All subsequent written and oral forward-looking statements attributable
to the Company, or persons acting on the Company's behalf, are expressly
qualified in their entirety by these cautionary statements.  Given the risks
and uncertainties, the public is cautioned not to place undue reliance on the
forward-looking statements that may be made in this news release.  The Company
undertakes no obligation to publicly update or revise any forward-looking
statements to reflect current or future events or circumstances, except as
otherwise required by law.  You are advised, however, to consult any
additional disclosures that the Company makes in its Form 10-K, Form 10-Q and
Form 8-K reports to the SEC.  Other factors besides those listed here could
also adversely affect the Company.




For further information:

For further information: Media Relations, Joe Hollier, +1-713-369-9176,
or  Investor Relations, Mindy Mills, +1-713-369-9490, both of Knight Inc.

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KNIGHT INC.

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