NGPL PipeCo LLC Successfully Receives Required Consents for Senior Notes Amendments
In a significant development, NGPL PipeCo LLC, a limited liability company based in Delaware, has successfully secured the necessary consents from the holders of its Senior Notes. This announcement was made on April 8, 2025, marking a crucial milestone for the company as it progresses with amendments to its financial agreements. The consents pertain to two series of Senior Notes: the 4.875% notes due in 2027 and the 3.250% notes due in 2031.
The process of gathering these consents was part of a larger initiative outlined in a Consent Solicitation Statement issued on March 31, 2025. Acknowledging the importance of these amendments, the Company, alongside U.S. Bank National Association as the trustee, has initiated the changes to the Indentures governing these two series of Notes. The need for consent arose from the forthcoming transaction involving Brookfield Infrastructure US Holdings I, which is set to divest its entire 25% stake in NGPL Holdings LLC, the indirect parent company of NGPL PipeCo. The parties involved anticipate that this major transaction will conclude in the second quarter of 2025, provided that all customary closing conditions are met.
The successful solicitation of consents is pivotal, as it allows NGPL PipeCo to collaboratively engage with the trustee in creating a supplemental indenture that clarifies the adjusted framework for these notes. Specifically, it will redefine the term "Change of Control" within the Indentures in such a way that the impending transaction will not classify as a Change of Control event.
With the consents validated and exceeding the required thresholds, both the Company and its trustee are poised to formalize the amendments. This development not only showcases NGPL PipeCo's alignment with its financial stakeholders but also enhances its strategic positioning ahead of the expected corporate shifts.
As part of the transaction process, funds managed by ArcLight Capital Partners, LLC will gain significant influence in the governance structure of NGPL Holdings, alongside Kinder Morgan, Inc. Each entity will have the authority to appoint 50% of the board members following the closing of the transaction, reflecting a collaborative governance approach between the established infrastructure provider and the new stakeholders, led by ArcLight, which has a notable history of investing in essential energy infrastructure.
In the backdrop of these amendments, NGPL PipeCo continues to emphasize its operational capacity as a key player in the natural gas transportation sector. The company's subsidiary, Natural Gas Pipeline Company of America, operates an extensive network of pipelines and plays a crucial role in delivering natural gas to high-demand markets, particularly in the Chicago area. With a robust infrastructure comprising over 9,100 miles of pipeline and a substantial storage capacity, NGPL stands at the forefront of meeting the evolving energy needs.
The unfolding of these financial and operational developments affirms NGPL PipeCo's proactive stance in navigating the complexities of energy infrastructure management and investment. As it moves forward with this strategic transaction, the company remains focused on enhancing its capabilities and ensuring a reliable supply of natural gas to its customers. Stakeholders are encouraged to stay informed on upcoming announcements as the situation develops and the transaction progresses towards closing in the months ahead.
For any investor inquiries regarding the consent solicitation or further transaction details, representatives from Barclays Capital Inc. are available to provide assistance.