
If you first bought Kinder Morgan Energy Partners LP (NYSE: KMP) in May 2014 after we wrote it up in that month's Utility Forecaster Income Spotlight the recent surge in the unit price is clearly a positive development.
If you established your position in August 2013, when we added it to the Personal Finance Income Portfolio, you're also in a pretty good spot.
But if you were in on the master limited partnership (MLP) way back in March 2011, when we added it to the UF Income Portfolio Aggressive Holdings, your situation is a little more ambiguous.
And those who've held Kinder Morgan Energy Partners (KMP) since its inception way back in 1997 likely have to face up to the fact that their long-term loyalty to Richard Kinder and his innovative use of the publicly traded partnership structure as a vehicle for not just income but substantial growth as well is being paid back in the form of a hefty tax bill.
Indeed, the Aug. 10, 2014, announcement that Kinder Morgan Inc (NYSE: KMI) will consolidate an energy infrastructure empire that includes KMP, Kinder Morgan Management LLC (NYSE: KMR) and El Paso Pipeline Partners LP (NYSE: EPB) has catalyzed a significant surge in value for the entire Kinder complex.
KMP closed at $80.34 on Aug. 8, the last trading day before the Sunday evening acquisition announcement. It surged to $94.12 on Aug. 11 and is currently priced at $98.28. That's a 22.3 percent surge.
Kinder Morgan Management (KMR), which manages KMP, is up 30.1 percent, while El Paso Pipeline (EPB) is up 26.3 percent. And Kinder Morgan Inc (KMI) is up 14.2 percent.
Mr. Kinder's mere announcement that he will reverse engineer a financial structure that he, as much as anyone, helped perfect unlocked about $18.7 billion in value across the four companies.
And it accomplishes an objective we had flagged in recent write-ups about in UF and PF, the elimination of incentive distribution rights (IDR) paid by KMP to its parent KMI.
KMP had to pay the highest IDRs in the MLP space, a bad burden that made its cost of capital prohibitively high. According to management's presentation, KMI's IDRs ate up 46 percent of KMP's revenue.
That Richard Kinder is a sort of genius should no longer, if it ever was, be in dispute.
Management forecast that KMI will pay a dividend of $2 per share in 2015, a 16 percent increase over the anticipated 2014 dividend of $1.72, with annual dividend growth of approximately 10 percent per year from 2015 through 2020 and excess cash coverage of more than $2 billion.
The new KMI will be the largest energy infrastructure company in North America and the third-largest energy company overall, with an estimated enterprise value of approximately $140 billion.
Its midstream business will be well positioned amid a rapidly growing North American energy infrastructure sector.
But this $18.7 billion of "new" value in the Kinder complex is coming from somewhere. And here's the rub for long-term KMP unitholders.
Tax accounting for the transaction involves taking a stepped-up tax basis in the KMP and EPB assets that KMI is acquiring, giving the enterprise large future tax deductions. Although Mr. Kinder is abandoning the tax-advantaged MLP structure, KMI will actually be saving money on taxes--according to management's presentation approximately $20 billion over 14 years.
We had expected a less dramatic transaction, one along the lines of what Enterprise Products Partners LP (NYSE: EPD) executed in 2010 by acquiring Enterprise GP Holdings and eliminating its IDRs. Enterprise Products continues to add assets and grow its distributions for unitholders in a tax-favorable way.
But Mr. Kinder has proven himself, going back to the early 1990s when he broke ranks with his colleagues at ill-fated Enron Inc so he could build a business focused on fee-generating assets, an aggressive innovator.
The Art and Science of the Deal
Here's how the acquisition--which, if all goes according to plan, will close during the fourth quarter of 2014--will work.
KMP unitholders will receive 2.1931 KMI shares and $10.77 in cash for each KMP unit held. As of the close of trading on Aug. 21 that's a price of $101.24.
KMR shareholders will get 2.4849 KMI shares for each share of KMR held, or $102.50, while EPB unitholders will get 0.9451 KMI shares and $4.65 in cash, or $43.64 per unit.
Both KMP and EPB unitholders will be able to elect cash or KMI stock consideration subject to proration.
The $71 million transaction value incudes $40 billion in KMI equity, $4 billion in cash and $27 billion in assumed debt.
We're not tax experts at Utility Forecaster. Please consult your tax advisor for advice specific to your situation. We can, however, off the following general guidance based on management's presentation of the deal's specifics.
By folding the MLPs KMP and EPB into the traditional "C" corporation KMI, KMI will be establishing a stepped-up basis for the assets acquired. And KMI gets the benefit of re-depreciation on the newly stepped-up basis of the pipeline assets.
But for KMI to get the stepped-up basis, tax must be paid on the spread between the old and new values.
KMP is organized as a partnership that benefits from substantial deductions, and the taxes on its substantial quarterly payouts were deferred. When the units are sold or exchanged--as they will be in the reorganization--the deferred taxes come due.
The tax rate on the exchange of units for cash and shares depends on your overall income. But most of the gains on this transaction will probably be taxed at higher rates for ordinary income, which top out at 39.6 percent, rather than at lower long-term capital-gain rates, which top out at 20 percent.
According to estimates released by the company, the tax owed by an average investor in KMP units could range from $12.39 to $18.16 per unit, depending on the individual's tax rate. The estimates also assume that passive losses haven't already been used by the investor and that the KMI price per share is between $36.12 and $44.44.
The impact on individuals will vary depending on when you purchased units. But long-term unitholders will get hit hardest. And anyone who bought the units with the ultimate aim of passing them down to their heirs with a stepped-up basis will have to pay the tax.
Kinder Morgan expects to distribute $10.77 of cash per unit of KMP, which won't cover the tax bill for an average investor cited above.
According to estimates released by the company, the tax owed by an average investor in KMP units could range from $12.39 to $18.16 per unit, depending on the individual's tax rate. The estimates also assume that passive losses haven't already been used by the investor and that the KMI price per share is between $36.12 and $44.44.
As for investors who hold KMP in retirement accounts, when an MLP is sold the portion of the proceeds that's taxed as ordinary income in a taxable account could be liable for UBIT (unrelated business income tax).
And if an MLP has been held in an IRA for many years, this tax liability could be substantial.
As for selling KMP now to take advantage of the recent surge, keep in mind that only the cash portion of the deal is fixed in value.
KMP unitholders are being offered 2.1931 shares of KMI plus $10.77 in cash per unit at closing. At the time of the announcement KMI had last traded at $36.12, resulting in a per-unit deal value for KMP holders of $89.98, a 12 percent premium to KMP's Aug. 8 closing price.
So the far more substantial portion of the deal is based on a ratio whose underlying value will fluctuate with KMI's share price.
There's no assurance that this trend will persist through the deal's close, which could be four months or more in the future.
If you are inclined to sell now keep in mind the following.
KMP will likely make one more quarterly distribution before closing, with an ex-date in mid-October. Most that final distribution--which will be at least $1.39 per unit--will likely be taxed according to ordinary income rates (assuming a majority of the payout is derived from depreciation) following the sale or exchange of KMP units.
Selling now will get you the certainty of generating tax consequences in 2014. At the same time, you'll give up the possibility of deferring tax consequences for another year.
Please consult with your IRA custodian and/or your tax advisor to accurately determine your liability.
Kinder management has argued that the synergies gained from the deal will allow them to pay out larger dividends in the future, something that makes taking a tax bill today worth it.
But the short term certainly favors KMI rather than long-term KMP unitholders.
This article originally appeared in the Utility & Income column. Never miss an issue. Sign up to receive Utility & Income by email.
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