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As filed with the Securities and Exchange Commission on February 12, 2013

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)

1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 396-9000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Joseph Listengart
Vice President, General Counsel and Secretary
Kinder Morgan Energy Partners, L.P.
100l Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 396-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein.

           If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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CALCULATION OF REGISTRATION FEE

(1)

Represents the maximum number of Kinder Morgan common units estimated to be issuable upon the completion of the merger described herein.

(2)

The proposed maximum aggregate offering price of the Kinder Morgan common units was calculated based upon the market value of Copano common units (the securities to be cancelled in the merger) in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $38.42, the average of the high and low prices per Copano common unit as reported on the NASDAQ Global Select Market on February 7, 2013 and (ii) 96,441,816, the estimated maximum number of Copano common units that may be exchanged for the merger consideration, including units reserved for issuance (on a net exercise basis, as applicable) under outstanding Copano equity awards.

(3)

Calculated by multiplying the proposed maximum aggregate offering price by 0.0001364.

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           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   

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The information in this document is not complete and may be changed. Kinder Morgan Energy Partners, L.P. may not issue the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2013

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

                                    , 2013

Dear Unitholder:

        On January 29, 2013, Copano Energy, L.L.C., which is referred to as Copano, and Kinder Morgan Energy Partners, L.P., which is referred to as Kinder Morgan, entered into a merger agreement pursuant to which Copano will become a direct, wholly owned subsidiary of Kinder Morgan. The Copano board of directors has determined that the merger and the merger agreement are advisable and in the best interests of Copano and its unitholders, and has unanimously approved the merger agreement and the merger.

        If the merger is completed, each outstanding Copano common unit will be converted into the right to receive 0.4563 Kinder Morgan common units. The consideration to be received by Copano unitholders is valued at $40.91 per Copano common unit based on Kinder Morgan's closing price as of Jan. 29, 2013, representing a 23.5 percent premium to Copano's closing price on Jan. 29, 2013. Immediately following completion of the merger, it is expected that Copano unitholders will own approximately      % of the outstanding common units of Kinder Morgan, based on the number of common units of Copano and Kinder Morgan outstanding, on a fully diluted basis, as of                        , 2013. The common units of Copano are traded on the NASDAQ Global Select Market under the symbol "CPNO," and the common units of Kinder Morgan are traded on the New York Stock Exchange under the symbol "KMP."

        We are holding a special meeting of unitholders on                        ,                         , 2013 at         a.m., local time, at                        , to obtain your vote to adopt the merger agreement. Your vote is very important, regardless of the number of units you own. The merger cannot be completed unless the holders of at least a majority of the outstanding Copano common units and Copano Series A convertible preferred units, voting together as a single class on an "as if" converted basis, vote for the adoption of the merger agreement at the special meeting.

        The Copano board of directors recommends that Copano unitholders vote "FOR" the adoption of the merger agreement, "FOR" the adjournment of the Copano special meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Copano special meeting and "FOR" the related compensation proposal.

        On behalf of the Copano board of directors, I invite you to attend the special meeting. Whether or not you expect to attend the Copano special meeting in person, we urge you to submit your proxy as promptly as possible through one of the delivery methods described in the accompanying proxy statement/prospectus.

        In addition, we urge you to read carefully the accompanying proxy statement/prospectus (and the documents incorporated by reference into the accompanying proxy statement/prospectus) which includes important information about the merger agreement, the proposed merger, Copano, Kinder Morgan and the special meeting. Please pay particular attention to the section titled "Risk Factors" beginning on page 28 of the accompanying proxy statement/prospectus.

        On behalf of the Copano board of directors, thank you for your continued support.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement/prospectus is dated                        , 2013 and is first being mailed to the unitholders of Copano on or about                        , 2013.

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1200 Smith Street, Suite 2300
Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

To the Unitholders of Copano Energy, L.L.C.:

        Notice is hereby given that a special meeting of unitholders of Copano Energy, L.L.C., which is referred to as Copano, a Delaware limited liability company, will be held on         ,        , 2013 at             a.m., local time, at            , solely for the following purposes:

•

Proposal 1:  to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 29, 2013 (as it may be amended from time to time), which is referred to as the merger agreement, by and among Copano, Kinder Morgan Energy Partners, L.P., which is referred to as Kinder Morgan, Kinder Morgan G.P., Inc., the general partner of Kinder Morgan, and Javelina Merger Sub LLC, a direct, wholly owned subsidiary of Kinder Morgan, a copy of which agreement is attached as Annex A to the proxy statement/prospectus accompanying this notice;



•

Proposal 2:  to consider and vote on a proposal to approve the adjournment of the Copano special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting; and



•

Proposal 3:  to consider and vote on a proposal to approve, on an advisory (non-binding) basis, the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger.

        These items of business, including the merger agreement and the proposed merger, are described in detail in the accompanying proxy statement/prospectus. The Copano board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Copano and its unitholders and recommends that Copano unitholders vote "FOR" the proposal to adopt the merger agreement, "FOR" the adjournment of the Copano special meeting if necessary to solicit additional proxies in favor of such adoption and "FOR" the related compensation proposal.

        Only unitholders of record as of the close of business on            , 2013 are entitled to notice of the Copano special meeting and to vote at the Copano special meeting or at any adjournment or postponement thereof. A list of unitholders entitled to vote at the special meeting will be available in our offices located at 1200 Smith Street, Suite 2300, Houston, Texas 77002, during regular business hours for a period of ten days before the special meeting, and at the place of the special meeting during the meeting.

        Adoption of the merger agreement by the Copano unitholders is a condition to the consummation of the merger and requires the affirmative vote of holders of at least a majority of the outstanding Copano common units and Copano Series A convertible preferred units, voting together as a single

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class on an "as if" converted basis. Therefore, your vote is very important. Your failure to vote your units will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

Houston, Texas
            , 2013

YOUR VOTE IS IMPORTANT!

        WHETHER OR NOT YOU EXPECT TO ATTEND THE COPANO SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Copano special meeting. If your common units are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished to you by such record holder.

        We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the adjournment vote, the advisory (non-binding) vote on the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger, the special meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your Copano units, please contact Copano's proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Unitholders, call toll-free: (800) 967-4604
Banks and brokers, call collect: (212) 269-5550

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ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Kinder Morgan and Copano from other documents filed with the Securities and Exchange Commission, referred to as the SEC, that are not included in or delivered with this proxy statement/prospectus. See "Where You Can Find More Information."

        Documents incorporated by reference are available to you without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from the appropriate party at the following addresses and telephone numbers.

        To receive timely delivery of the requested documents in advance of the Copano special meeting, you should make your request no later than                        , 2013.

ABOUT THIS DOCUMENT

        This document, which forms part of a registration statement on Form S-4 filed with the SEC by Kinder Morgan (File No. 333-            ), constitutes a prospectus of Kinder Morgan under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the Kinder Morgan common units to be issued pursuant to the merger agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act, with respect to the special meeting of Copano unitholders, at which Copano unitholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated                        , 2013. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Copano unitholders nor the issuance by Kinder Morgan of its common units pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

        The information concerning Kinder Morgan contained in this proxy statement/prospectus or incorporated by reference has been provided by Kinder Morgan, and the information concerning Copano contained in this proxy statement/prospectus or incorporated by reference has been provided by Copano.

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QUESTIONS AND ANSWERS

        Set forth below are questions that you, as a unitholder of Copano, may have regarding the merger, the adjournment proposal, the related compensation proposal and the Copano special meeting, and brief answers to those questions. You are urged to read carefully this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety, including the merger agreement, which is attached as Annex A to this proxy statement/prospectus, and the documents incorporated by reference into this proxy statement/prospectus, because this section may not provide all of the information that is important to you with respect to the merger and the special meeting. You may obtain a list of the documents incorporated by reference into this proxy statement/prospectus in the section titled "Where You Can Find More Information."

Q:    Why am I receiving this proxy statement/prospectus?

A:

Kinder Morgan and Copano have agreed to a merger, pursuant to which Copano will become a direct, wholly owned subsidiary of Kinder Morgan and will cease to be a publicly held limited liability company. In order to complete the merger, Copano unitholders must vote to adopt the Agreement and Plan of Merger, dated as of January 29, 2013, among Copano, Kinder Morgan, Kinder Morgan G.P., Inc., which is referred to as Kinder Morgan GP, and Javelina Merger Sub LLC, which is referred to as Merger Sub, which agreement, as it may be amended from time to time, is referred to as the merger agreement. Copano is holding a special meeting of unitholders to obtain such unitholder approval. Copano unitholders will also be asked to approve, on an advisory (non-binding) basis, the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger.

In the merger, Kinder Morgan will issue Kinder Morgan common units as the consideration to be paid to holders of Copano common units. This document is being delivered to you as both a proxy statement of Copano and a prospectus of Kinder Morgan in connection with the merger. It is the proxy statement by which the Copano board of directors is soliciting proxies from you to vote on the adoption of the merger agreement at the special meeting or at any adjournment or postponement of the special meeting. It is also the prospectus by which Kinder Morgan will issue Kinder Morgan common units to you in the merger.

Q:    What will happen in the merger?

A:

In the merger, Merger Sub, a direct, wholly owned subsidiary of Kinder Morgan that was formed for the purpose of the merger, will be merged with and into Copano. Copano will be the surviving limited liability company in the merger and will be a direct, wholly owned subsidiary of Kinder Morgan following completion of the merger.

Q:    What will I receive in the merger?

A:

If the merger is completed, your Copano common units will be cancelled and converted automatically into the right to receive a number of Kinder Morgan common units equal to 0.4563 multiplied by the number of your Copano common units. Copano unitholders will receive cash for any fractional Kinder Morgan common units that they would otherwise receive in the merger.

Based on the closing price for Kinder Morgan common units on the New York Stock Exchange, which is referred to as the NYSE, on January 29, 2013, the last trading day before the public announcement of the merger agreement, the merger consideration represented approximately $40.91 in value for each Copano common unit. Based on the closing price of $          for Kinder Morgan common units on the NYSE on                        , 2013, the most recent practicable trading day prior to the date of this proxy statement/prospectus, the merger consideration represented approximately $          in value for each Copano common unit. The market price of Kinder Morgan

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common units will fluctuate prior to the merger, and the market price of Kinder Morgan common units when received by Copano unitholders after the merger is completed could be greater or less than the current market price of Kinder Morgan common units. See "Risk Factors" beginning on page 28 of this proxy statement/prospectus.

Q:    What will happen to my Copano options, unit appreciation rights, phantom units and restricted units in the merger?

A:

If the merger is completed, each outstanding Copano option, unit appreciation right, phantom unit and restricted unit will be converted into the right to receive 0.4563 Kinder Morgan common units for each Copano common unit subject to such awards (in the case of options and unit appreciation rights, on a net exercise basis). Copano equity award holders will receive cash for any fractional Kinder Morgan common units that they would otherwise receive in the merger. In the case of performance-based phantom units, performance will be deemed to be attained at target. See "The Merger Agreement—Treatment of Equity Awards" beginning on page 103 of this proxy statement/prospectus.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by Copano unitholders or if the merger is not completed for any other reason, you will not receive any form of consideration for your Copano units in connection with the merger. Instead, Copano will remain an independent public company and its common units will continue to be listed and traded on the NASDAQ Global Select Market. If the merger agreement is terminated under specified circumstances, Copano may be required to pay Kinder Morgan a termination fee of $115 million, and under specified circumstances, Kinder Morgan may be required to pay Copano a termination fee of $75 million, as described under "The Merger Agreement—Termination Fees" beginning on page 106 of this proxy statement/prospectus.

Q:    Will I continue to receive future distributions?

A:

Before completion of the merger, Copano expects to continue to pay its regular quarterly cash distributions on common units, which currently are $0.575 per Copano common unit. However, Copano and Kinder Morgan will coordinate the timing of distribution declarations leading up to the merger so that, in any quarter, a holder of Copano common units will either receive distributions in respect of its Copano common units or distributions in respect of Kinder Morgan common units that such holder will receive in the merger (but will not receive distributions in respect of both in any quarter). Receipt of the regular quarterly distribution will not reduce the merger consideration you receive. After completion of the merger, you will be entitled only to distributions on any Kinder Morgan common units you receive in the merger and hold through the applicable distribution record date. While Kinder Morgan provides no assurances as to the level or payment of any future distributions on its common units, and Kinder Morgan determines the amount of its distributions each quarter, for the quarter ended December 31, 2012, Kinder Morgan has declared a cash distribution of $1.29 per Kinder Morgan common unit.

Q:    What am I being asked to vote on?

A:

Copano's unitholders are being asked to vote on the following proposals:

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Proposal 1:  to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus;

•

Proposal 2:  to approve the adjournment of the Copano special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting; and

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Proposal 3:  to approve, on an advisory (non-binding) basis, the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger.

The approval of the proposal to adopt the merger agreement by Copano unitholders is a condition to the obligations of Copano and Kinder Morgan to complete the merger. Neither the approval of the proposal to adjourn the Copano special meeting, if necessary, nor the approval of the related compensation proposal is a condition to the obligations of Copano or Kinder Morgan to complete the merger.

Q:    Does Copano's board of directors recommend that unitholders adopt the merger agreement?

A:

Yes. The Copano board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and determined that these transactions are advisable and in the best interests of the Copano unitholders. Therefore, the Copano board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement at the special meeting. See "Proposal 1: The Merger—Recommendation of the Copano Board of Directors and Its Reasons for the Merger" beginning on page 58 of this proxy statement/prospectus. In considering the recommendation of the Copano board of directors with respect to the merger agreement and the transactions contemplated thereby, including the merger, you should be aware that directors and executive officers of Copano are parties to agreements or participants in other arrangements that give them interests in the merger that may be different from, or in addition to, your interests as a unitholder of Copano. You should consider these interests in voting on this proposal. These different interests are described under "Proposal 1: The Merger—Interests of Directors and Executive Officers of Copano in the Merger" beginning on page 87 of this proxy statement/prospectus.

Q:    Does Copano's board of directors recommend that unitholders approve the adjournment of the Copano special meeting, if necessary?

A:

Yes. Copano's board of directors unanimously recommends that you vote "FOR" the proposal to adjourn the Copano special meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Copano special meeting. See "Proposal 2: Adjournment of the Copano Special Meeting" beginning on page 167 of this proxy statement/prospectus.

Q:    What are the related compensation payments and why am I being asked to vote on them?

A:

The SEC has adopted rules that require Copano to seek an advisory (non-binding) vote on the related compensation payments. The related compensation payments are certain compensation payments that are tied to or based on the merger and that will or may be paid by Copano to its named executive officers in connection with the merger. This proposal is referred to as the related compensation proposal.

Q:    Does Copano's board of directors recommend that unitholders approve the related compensation proposal?

A:

Yes. The Copano board of directors unanimously recommends that you vote "FOR" the proposal to approve the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger. See "Proposal 3: Advisory Vote on Related Compensation" beginning on page 168 of this proxy statement/prospectus.

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Q:    What happens if the related compensation proposal is not approved?

A:

Approval of the related compensation proposal is not a condition to completion of the merger. The vote is an advisory vote and is not binding. If the merger is completed, Copano may pay the related compensation to its named executive officers in connection with the merger even if Copano unitholders fail to approve the related compensation proposal.

Q:    What unitholder vote is required for the approval of each proposal?

A:

The following are the vote requirements for the proposals:

•

Proposal 1: Adoption of the Merger Agreement.  The affirmative vote of holders of at least a majority of the outstanding Copano common units and Copano Series A convertible preferred units, which are referred to as Series A convertible preferred units, voting together as a single class on an "as if" converted basis. Accordingly, abstentions and unvoted units will have the same effect as votes "AGAINST" adoption.

•

Proposal 2: Adjournment of the Copano Special Meeting (if necessary).  The affirmative vote of at least a majority of the votes cast affirmatively or negatively with respect to the proposal by holders of the Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the proposal.

•

Proposal 3: Approval of Related Compensation.  The affirmative vote of at least a majority of the votes cast affirmatively or negatively with respect to the proposal by holders of the Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the proposal.

Simultaneously with the execution of the merger agreement, Copano, Kinder Morgan and Kinder Morgan GP entered into a voting agreement with TPG Copenhagen, L.P., which is referred to as TPG, pursuant to which TPG agreed, among other things, to vote all of its Series A convertible preferred units and Copano common units, if any, in favor of adoption of the merger agreement and the transactions contemplated thereby and against any action or agreement (including any amendment of any agreement) that would, or would reasonably be expected to, prevent or in any material respect impede or delay the consummation of the merger and the other transactions contemplated by the merger agreement until the date on which the approval of the merger agreement by Copano unitholders is obtained, the one year anniversary of the merger agreement or until the merger agreement is terminated in accordance with its terms, whichever occurs earliest. TPG also agreed, during the term of the voting agreement, not to sell, transfer, pledge or otherwise dispose of any Series A convertible preferred units or Copano common units. At the close of business on the record date for the special meeting of the Copano unitholders, TPG held approximately       percent of the voting power of Copano.

Q:    What constitutes a quorum for the special meeting?

A:

Presence of holders of at least a majority of the outstanding Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis, represented in person or by proxy constitutes a quorum for the special meeting.

Q:    When is this proxy statement/prospectus being mailed?

A:

This proxy statement/prospectus and the proxy card are first being sent to Copano unitholders on or about                        , 2013.

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Q:    Who is entitled to vote at the special meeting?

A:

All holders of Copano common units and Series A convertible preferred units who held units at the close of business on the record date for the special meeting (                        , 2013) are entitled to receive notice of and to vote at the special meeting; provided, that such units remain outstanding on the date of the special meeting. As of the close of business on the record date, there were        Copano common units outstanding and        Series A convertible preferred units outstanding. Each Copano common unit is entitled to one vote, and each Series A convertible preferred unit is entitled to one vote in respect of each Copano common unit into which it is convertible. In accordance with the terms of the Copano LLC agreement and the voting agreement pursuant to which TPG agreed, subject to the conditions set forth in the voting agreement, to convert all of its Series A convertible preferred units into Copano common units immediately prior to the effective time, the Series A convertible preferred units will be convertible, effective immediately prior to the merger, into a number of Copano common units equal to 110% of the number of Series A convertible preferred units then outstanding. In accordance with the Copano LLC agreement, the Series A convertible preferred units outstanding on the record date will have that number of votes equal to the number of common units into which such Series A convertible preferred units will convert immediately prior to the merger.

Q:    When and where is the special meeting?

A:

The special meeting will be held at    , on            ,            , 2013 at            a.m., local time.

Q:    How do I vote my units at the special meeting?

A:

If you are entitled to vote at the Copano special meeting and hold your units in your own name, you can submit a proxy or vote in person by completing a ballot at the special meeting. However, Copano encourages you to submit a proxy before the special meeting even if you plan to attend the special meeting. A proxy is a legal designation of another person to vote your Copano units on your behalf. If you hold units in your own name, you may submit a proxy for your units by:

•

calling the toll-free number specified on the enclosed proxy card and following the instructions when prompted;

•

accessing the Internet website specified on the enclosed proxy card and following the instructions provided to you; or

•

filling out, signing and dating the enclosed proxy card and mailing it in the prepaid envelope included with these proxy materials.

If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail. See the response to the next question for how to vote units held through a broker or other nominee.

Q:    If my units are held in "street name" by my broker, will my broker automatically vote my units for me?

A:

No. If your units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote your units by following the instructions that the broker or other nominee provides to you with these materials. Most brokers offer the ability for unitholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you do not provide voting instructions to your broker, your units will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is called a

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broker non-vote. In these cases, the broker can register your units as being present at the special meeting for purposes of determining a quorum, but will not be able to vote on those matters for which specific authorization is required. Under the current rules of the NASDAQ Stock Market, brokers do not have discretionary authority to vote on the proposal to adopt the merger agreement. A broker non-vote will have the same effect as a vote "AGAINST" adoption of the merger agreement. A broker non-vote will have no effect on the proposal to adjourn the Copano special meeting, if necessary, or the related compensation proposal.

If you hold units through a broker or other nominee and wish to vote your units in person at the special meeting, you must obtain a proxy from your broker or other nominee and present it to the inspector of election with your ballot when you vote at the special meeting.

Q:    How will my units be represented at the special meeting?

A:

If you submit your proxy by telephone, the Internet website or by signing and returning your proxy card, the officers named in your proxy card will vote your units in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your units, your proxy will be voted as the Copano board of directors recommends, which is:

•

Proposal 1:  "FOR" the adoption of the merger agreement;

•

Proposal 2:  "FOR" the approval of the adjournment of the Copano special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting; and

•

Proposal 3:  "FOR" the approval, on an advisory (non-binding) basis, of the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger.

Q:    Who may attend the special meeting?

A:

Copano unitholders (or their authorized representatives) and Copano's invited guests may attend the special meeting. Unitholders may call the Copano Office of the Corporate Secretary at (713) 621-9547 to obtain directions to the location of the special meeting.

Q:    Is my vote important?

A:

Yes, your vote is very important. If you do not submit a proxy or vote in person at the special meeting, it will be more difficult for Copano to obtain the necessary quorum to hold the special meeting. In addition, an abstention or your failure to submit a proxy or to vote in person will have the same effect as a vote "AGAINST" the adoption of the merger agreement. If you hold your units through a broker or other nominee, your broker or other nominee will not be able to cast a vote on the adoption of the merger agreement without instructions from you. The Copano board of directors recommends that you vote "FOR" the adoption of the merger agreement.

Q:    Can I revoke my proxy or change my voting instructions?

A:

Yes. You may revoke your proxy and/or change your vote at any time before your proxy is voted at the special meeting. If you are a unitholder of record, you can do this by:

•

sending a written notice stating that you revoke your proxy to Copano at 1200 Smith Street, Suite 2300, Houston, Texas 77002, Attn: Corporate Secretary, that bears a date later than the date of the proxy and is received prior to the special meeting;

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submitting a valid, later-dated proxy by mail, telephone or Internet that is received prior to the special meeting; or



•

attending the special meeting and voting by ballot in person (your attendance at the special meeting will not, by itself, revoke any proxy that you have previously given).

If you hold your Copano units through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order to revoke your proxy or change your voting instructions.

Q:    What happens if I sell my units after the record date but before the special meeting?

A:

The record date for the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell or otherwise transfer your Copano common units after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by Copano's unitholders in the merger. In order to receive the merger consideration, you must hold your units through completion of the merger.

Q:    What do I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials for the special meeting, including multiple copies of this proxy statement/prospectus, proxy cards and/or voting instruction forms. This can occur if you hold your units in more than one brokerage account, if you hold units directly as a record holder and also in "street name," or otherwise through a nominee, and in certain other circumstances. If you receive more than one set of voting materials, each should be voted and/or returned separately in order to ensure that all of your units are voted.

Q:    Am I entitled to appraisal rights if I vote against the adoption of the merger agreement?

A:

No. Appraisal rights, which generally confer on holders of securities who vote against a merger the right to demand payment of fair value for their securities as determined by a court in a judicial proceeding instead of receiving the consideration offered to such holders in connection with the merger, are not available in connection with the merger under the Delaware Limited Liability Company Act or under Copano's Fourth Amended and Restated Limited Liability Company Agreement, as amended, which is referred to as the Copano LLC agreement.

Q:    Is completion of the merger subject to any conditions?

A:

Yes. In addition to the adoption of the merger agreement by Copano unitholders, completion of the merger requires the receipt of the necessary governmental clearances and the satisfaction or, to the extent permitted by applicable law, waiver of the other conditions specified in the merger agreement.

Q:    When do you expect to complete the merger?

A:

Copano and Kinder Morgan are working towards completing the merger promptly. Copano and Kinder Morgan currently expect to complete the merger in the third quarter of 2013, subject to receipt of Copano's unitholder approval, regulatory approvals and clearances and other usual and customary closing conditions. However, no assurance can be given as to when, or if, the merger will occur.

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Q:    What are the expected U.S. federal income tax consequences to a Copano common unitholder as a result of the transactions contemplated by the merger agreement?

A:

Under current law, it is anticipated that for U.S. federal income tax purposes, no income or gain will be recognized by a Copano common unitholder solely as a result of the merger, other than an amount of income or gain due to (i) any decrease in a Copano common unitholder's share of partnership liabilities pursuant to Section 752 of the Internal Revenue Code or (ii) any cash received in lieu of fractional Kinder Morgan common units in the merger.

Please read "Risk Factors—Risk Factors Relating to the Merger" and "Material U.S. Federal Income Tax Consequences of the Merger—Tax Consequences of the Merger to Copano and Its Unitholders."

Q:    Under what circumstances could the merger result in a Copano common unitholder recognizing taxable income or gain?

A:

As a result of the merger, Copano unitholders who receive Kinder Morgan common units will become limited partners of Kinder Morgan for U.S. federal income tax purposes and will be allocated a share of Kinder Morgan's nonrecourse liabilities. Each Copano unitholder will be treated as receiving a deemed cash distribution equal to the excess, if any, of such unitholder's share of nonrecourse liabilities of Copano immediately before the merger over such unitholder's share of nonrecourse liabilities of Kinder Morgan immediately following the merger. If the amount of the deemed cash distribution received by a Copano unitholder exceeds the unitholder's basis in his Copano common units, such unitholder will recognize gain in an amount equal to such excess. Kinder Morgan and Copano do not expect any Copano unitholders to recognize gain in this manner. For additional information, please read "Material U.S. Federal Income Tax Consequences of the Merger."

To the extent holders of Copano common units receive cash in lieu of fractional Kinder Morgan common units in the merger, such unitholders will recognize gain or loss equal to the difference between the cash received and the unitholders' adjusted tax basis allocated to such fractional Kinder Morgan common units.

Q:    What are the expected U.S. federal income tax consequences for a Copano common unitholder of the ownership of Kinder Morgan common units after the merger is completed?

A:

Each Copano unitholder who becomes a Kinder Morgan unitholder as a result of the merger will, as is the case for existing Kinder Morgan common unitholders, be required to report on its U.S. federal income tax return such unitholder's distributive share of Kinder Morgan's income, gains, losses, deductions and credits. In addition to U.S. federal income taxes, such a holder will be subject to other taxes, including state and local income taxes, unincorporated business taxes, and estate, inheritance or intangibles taxes that may be imposed by the various jurisdictions in which Kinder Morgan conducts business or owns property or in which the unitholder is resident. Please read "Material U.S. Federal Income Tax Consequences of Kinder Morgan Common Unit Ownership."

Q:    Assuming the merger closes before December 31, 2013, how many Schedule K-1s will I receive if I am a Copano common unitholder?

A:

You will receive two Schedule K-1s, one from Copano, which will describe your share of Copano's income, gain, loss and deduction for the period prior to effectiveness of the merger, and one from Kinder Morgan, which will describe your share of Kinder Morgan's income, gain, loss and deduction for the period after the effective time of the merger.

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At the effective time of the merger, Copano will be treated as a terminated partnership under Section 708 of the Internal Revenue Code. Therefore, as a result of the merger, Copano's taxable year will end as of the date of the merger, and Copano will be required to file a final U.S. federal income tax return for the taxable year ending on the date the merger is effective. Copano expects to furnish a Schedule K-1 to each Copano unitholder, and Kinder Morgan expects to furnish a Schedule K-1 to each Kinder Morgan unitholder, within 90 days of the closing of Kinder Morgan's taxable year on December 31, 2013.

Q:    What do I need to do now?

A:

Carefully read and consider the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes. Then, please vote your Copano units, which you may do by:

•

submitting your proxy by telephone or via the Internet by following the instructions included on your proxy card;

•

completing, dating, signing and returning the enclosed proxy card in the accompanying postage-paid envelope; or

•

attending the special meeting and voting by ballot in person.

If you hold units through a broker or other nominee, please instruct your broker or nominee to vote your units by following the instructions that the broker or nominee provides to you with these materials.

Q:    Should I send in my unit certificates now?

A:

No. Copano unitholders should not send in their unit certificates at this time. After completion of the merger, Kinder Morgan's exchange agent will send you a letter of transmittal and instructions for exchanging your Copano common units for the merger consideration. Unless you specifically request to receive Kinder Morgan unit certificates, the Kinder Morgan common units you receive in the merger will be issued in book-entry form.

Q:    Whom should I call with questions?

A:

Copano unitholders should call D.F. King & Co., Inc., Copano's proxy solicitor, toll-free at (800) 967-4604 (banks and brokers call collect at (212) 269-5550) with any questions about the merger or the special meeting, or to obtain additional copies of this proxy statement/prospectus, proxy cards or voting instruction forms.

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section titled "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the following risks before deciding whether to vote for the adoption of the merger agreement and the merger. In addition, you should read and carefully consider the risks associated with each of Kinder Morgan and Copano and their respective businesses. These risks can be found in Kinder Morgan's and Copano's respective Annual Reports on Form 10-K for the year ended December 31, 2011, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For further information regarding the documents incorporated into this proxy statement/prospectus by reference, please see the section titled "Where You Can Find More Information." Realization of any of the risks described below, any of the events described under "Cautionary Statement Regarding Forward-Looking Statements" or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on Kinder Morgan's, Copano's or the combined organization's respective businesses, financial condition, cash flows and results of operations and could result in a decline in the trading prices of their respective common units.

Risk Factors Relating to the Merger

Because the exchange ratio is fixed and because the market price of Kinder Morgan common units will fluctuate prior to the consummation of the merger, Copano unitholders cannot be sure of the market value of the Kinder Morgan common units they will receive as merger consideration relative to the value of Copano common units they exchange.

        The market value of the consideration that Copano unitholders will receive in the merger will depend on the trading price of Kinder Morgan's common units at the closing of the merger. The exchange ratio that determines the number of Kinder Morgan common units that Copano unitholders will receive in the merger is fixed. This means that there is no mechanism contained in the merger agreement that would adjust the number of Kinder Morgan common units that Copano unitholders will receive based on any decreases in the trading price of Kinder Morgan common units. If Kinder Morgan's common unit price at the closing of the merger is less than Kinder Morgan's common unit price on the date that the merger agreement was signed, then the market value of the consideration received by Copano unitholders will be less than contemplated at the time the merger agreement was signed.

        Kinder Morgan common unit price changes may result from a variety of factors, including general market and economic conditions, conditions affecting its industry generally or those of its customers, changes in Kinder Morgan's business, operations and prospects, and regulatory considerations. Many of these factors are beyond Kinder Morgan's and Copano's control. For historical and current market prices of Kinder Morgan common units and Copano common units, please read "Summary—Comparative Unit Prices and Distributions" in this proxy statement/prospectus.

Kinder Morgan and Copano may be unable to obtain the regulatory clearances required to complete the merger or, in order to do so, Kinder Morgan and Copano may be required to comply with material restrictions or satisfy material conditions.

        The merger is subject to review by the Antitrust Division of the Department of Justice, which is referred to as the Antitrust Division, and the Federal Trade Commission, which is referred to as the FTC, under the HSR Act, and potentially state regulatory authorities. The closing of the merger is subject to the condition that there be no law, injunction, judgment or ruling by a governmental authority in effect enjoining, restraining, preventing or prohibiting the merger contemplated by the merger agreement. Kinder Morgan and Copano can provide no assurance that all required regulatory

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clearances will be obtained. If a governmental authority asserts objections to the merger, Kinder Morgan may be required to divest some assets in order to obtain antitrust clearance. There can be no assurance as to the cost, scope or impact of the actions that may be required to obtain antitrust approval. In addition, the merger agreement provides that Kinder Morgan is not required to commit to dispositions of assets in order to obtain regulatory clearance unless they do not exceed specified thresholds. If Kinder Morgan must take such actions, it could be detrimental to it or to the combined organization following the consummation of the merger. Furthermore, these actions could have the effect of delaying or preventing completion of the proposed merger or imposing additional costs on or limiting the revenues of the combined organization following the consummation of the merger. See "The Merger Agreement—Regulatory Matters."

        Even if the parties receive early termination of the statutory waiting period under the HSR Act or the waiting period expires, the Antitrust Division or the FTC could take action under the antitrust laws to prevent or rescind the merger, require the divestiture of assets or seek other remedies. Additionally, state attorneys general could seek to block or challenge the merger as they deem necessary or desirable in the public interest at any time, including after completion of the transaction. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. Kinder Morgan may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The fairness opinions rendered to the board of directors of Copano by its financial advisors were based on the respective financial analyses performed by Copano's financial advisors, which considered factors such as market and other conditions then in effect, and financial forecasts and other information made available to Copano's financial advisors, as of the date of their respective opinions. As a result, these opinions do not reflect changes in events or circumstances after the date of these opinions. Copano has not obtained, and does not expect to obtain, updated fairness opinions from its financial advisors reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

        The fairness opinions rendered to the board of directors of Copano by Barclays and Jefferies were provided in connection with, and at the time of, the board of director's evaluation of the merger and the merger agreement. These opinions were based on the respective financial analyses performed, which considered market and other conditions then in effect, and financial forecasts and other information made available to them, as of the date of their respective opinions, which may have changed, or may change, after the date of the opinions. Copano has not obtained updated opinions as of the date of this proxy statement/prospectus from its financial advisors, and it does not expect to obtain updated opinions prior to completion of the merger. Changes in the operations and prospects of Kinder Morgan or Copano, general market and economic conditions and other factors which may be beyond the control of Kinder Morgan and Copano, and on which the fairness opinions were based, may have altered the value of Kinder Morgan or Copano or the prices of Kinder Morgan common units or Copano common units since the date of such opinions, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of any date other than the date of the opinions. For a description of the opinions that Copano received from its financial advisors, please refer to "Proposal 1: The Merger—Opinions of Copano's Financial Advisors."

Copano is subject to provisions that limit its ability to pursue alternatives to the merger, could discourage a potential competing acquirer of Copano from making a favorable alternative transaction proposal and, in specified circumstances under the merger agreement, could require Copano to pay a termination fee of $115 million to Kinder Morgan.

        Under the merger agreement, Copano is restricted from entering into alternative transactions. Unless and until the merger agreement is terminated, subject to specified exceptions (which are discussed in more detail in "The Merger Agreement—No Solicitation by Copano of Alternative

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Proposals"), Copano is restricted from soliciting, initiating, knowingly facilitating, knowingly encouraging or knowingly inducing or negotiating, any inquiry, proposal or offer for a competing acquisition proposal with any person. Under the merger agreement, in the event of a potential change by the board of directors of Copano of its recommendation with respect to the proposed merger in light of a superior proposal, Copano must provide Kinder Morgan with five days' notice to allow Kinder Morgan to propose an adjustment to the terms and conditions of the merger agreement. Copano entered into confidentiality/standstill agreements with two potentially interested parties other than Kinder Morgan. While these agreements allow each interested party to engage Copano in certain discussions regarding a potential competing transaction, one of the agreements prohibits discussions, and restricts requests to Copano to waive that prohibition, in a situation where public disclosure of the discussions would be required. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Copano from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher per unit market value than the market value proposed to be received or realized in the merger, or might result in a potential competing acquirer of Copano proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances.

        Under the merger agreement, Copano may be required to pay to Kinder Morgan a termination fee of $115 million if the merger agreement is terminated under specified circumstances (which are discussed in more detail in "The Merger Agreement—Terminations Fees"). If such a termination fee is payable, the payment of this fee could have material and adverse consequences to the financial condition and operations of Copano. For a discussion of the restrictions on Copano soliciting or entering into a takeover proposal or alternative transaction and Copano's board of directors' ability to change its recommendation, see "The Merger Agreement—No Solicitation by Copano of Alternative Proposals," and "—Change in Copano Board Recommendation."

Directors and executive officers of Copano have certain interests that are different from those of Copano unitholders generally.

        Directors and executive officers of Copano are parties to agreements or participants in other arrangements that give them interests in the merger that may be different from, or be in addition to, your interests as a unitholder of Copano. You should consider these interests in voting on the merger. These different interests are described under "Proposal 1: The Merger—Interests of Directors and Executive Officers of Copano in the Merger."

Copano may have difficulty attracting, motivating and retaining executives and other employees in light of the merger.

        Uncertainty about the effect of the merger on Copano employees may have an adverse effect on the combined organization. This uncertainty may impair Copano's ability to attract, retain and motivate personnel until the merger is completed. Employee retention may be particularly challenging during the pendency of the merger, as employees may feel uncertain about their future roles with the combined organization. In addition, Copano may have to provide additional compensation in order to retain employees. If employees of Copano depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined organization, the combined organization's ability to realize the anticipated benefits of the merger could be reduced.

Kinder Morgan and Copano will incur substantial transaction-related costs in connection with the merger.

        Kinder Morgan and Copano expect to incur a number of non-recurring transaction-related costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of Kinder Morgan

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and Copano. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.

Failure to successfully combine the businesses of Copano and Kinder Morgan in the expected time frame may adversely affect the future results of the combined organization, and, consequently, the value of the Kinder Morgan common units that Copano unitholders receive as the merger consideration.

        The success of the proposed merger will depend, in part, on the ability of Kinder Morgan to realize the anticipated benefits and synergies from combining the businesses of Kinder Morgan and Copano. To realize these anticipated benefits, the businesses must be successfully combined. If the combined organization is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the merger may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the merger. These integration difficulties could result in declines in the market value of Kinder Morgan's common units and, consequently, result in declines in the market value of the Kinder Morgan common units that Copano unitholders receive as the merger consideration.

Failure to complete the merger, or significant delays in completing the merger, could negatively affect the trading prices of Kinder Morgan common units and Copano common units and the future business and financial results of Kinder Morgan and Copano.

        Completion of the merger is not assured and is subject to risks, including the risks that approval of the merger by the Copano unitholders or by governmental agencies is not obtained or that other closing conditions are not satisfied. If the merger is not completed, or if there are significant delays in completing the merger, the trading prices of Kinder Morgan common units and Copano common units and the respective future business and financial results of Kinder Morgan and Copano could be negatively affected, and each of them will be subject to several risks, including the following:

•

the parties may be liable for damages to one another under the terms and conditions of the merger agreement;



•

negative reactions from the financial markets, including declines in the price of Kinder Morgan common units or Copano common unit due to the fact that current prices may reflect a market assumption that the merger will be completed;



•

having to pay certain significant costs relating to the merger, including, in the case of Copano in certain circumstances, a termination fee of $115 million and in the case of Kinder Morgan in certain circumstances, a termination fee of $75 million, in each case, as described in "The Merger Agreement—Termination Fees;" and



•

the attention of management of Kinder Morgan and Copano will have been diverted to the merger rather than each company's own operations and pursuit of other opportunities that could have been beneficial to that company.

Purported class action complaints have been filed against Copano, Kinder Morgan, Copano's board of directors, Kinder Morgan GP and Merger Sub, challenging the merger, and an unfavorable judgment or ruling in these lawsuits could prevent or delay the consummation of the proposed merger and result in substantial costs.

        Three purported class action lawsuits have been filed challenging the merger. Each lawsuit names as defendants Copano, Kinder Morgan, the individual members of Copano's board of directors, Kinder Morgan GP and Merger Sub. Among other remedies, the plaintiffs seek to enjoin the proposed merger.

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If these lawsuits are not dismissed or otherwise resolved, they could prevent and/or delay completion of the merger and result in substantial costs to Copano and Kinder Morgan, including any costs associated with the indemnification of directors. Additional lawsuits may be filed in connection with the proposed merger. There can be no assurance that any of the defendants will prevail in the pending litigation or in any future litigation. The defense or settlement of any lawsuit or claim may adversely affect the combined organization's business, financial condition or results of operations. See "Proposal 1: The Merger—Litigation Relating to the Merger."

If the merger is approved by Copano unitholders, the date that those unitholders will receive the merger consideration is uncertain.

        As described in this proxy statement/prospectus, completing the proposed merger is subject to several conditions, not all of which are controllable or waiveable by Kinder Morgan or Copano. Accordingly, if the proposed merger is approved by Copano unitholders, the date that those unitholders will receive the merger consideration depends on the completion date of the merger, which is uncertain.

Copano's and Kinder Morgan's financial estimates are based on various assumptions that may not prove to be correct.

        The financial estimates set forth in the forecast included under "Proposal 1: The Merger—Copano Projected Financial Information" and "—Kinder Morgan Projected Financial Information" are based on assumptions of, and information available to, Copano and Kinder Morgan, respectively, at the time they were prepared and provided to Copano's and Kinder Morgan's respective boards of directors and Copano's financial advisors. Copano and Kinder Morgan do not know whether the assumptions they made will prove correct. Any or all of such estimates may turn out to be wrong. They can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Copano's and Kinder Morgan's control. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this "Risk Factors" section and the events and/or circumstances described under "Cautionary Statement Regarding Forward-Looking Statements" will be important in determining Kinder Morgan's and/or Copano's future results. As a result of these contingencies, actual future results may vary materially from Copano's and Kinder Morgan's estimates. In view of these uncertainties, the inclusion of Copano's and Kinder Morgan's financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will be achieved.

        Copano's financial estimates are possible scenarios for Copano's internal use and were not prepared with a view toward public disclosure, and neither Copano's nor Kinder Morgan's financial estimates were prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and each of Copano and Kinder Morgan undertakes no obligation, other than as required by applicable law, to update its financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

        The financial estimates included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Copano and Kinder Morgan, as applicable. Moreover, neither Copano's independent accountants, Deloitte & Touche LLP, Kinder Morgan's independent accountants, PricewaterhouseCoopers LLP, nor any other independent accountants have compiled, examined or performed any procedures with respect to Copano's or Kinder Morgan's prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and, accordingly, each of Deloitte & Touche LLP and PricewaterhouseCoopers LLP assumes no responsibility for, and disclaims any association with,

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Copano's and Kinder Morgan's prospective financial information. The reports of Deloitte & Touche LLP and of PricewaterhouseCoopers LLP incorporated by reference relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so. See "Proposal 1: The Merger—Copano Projected Financial Information" for more information.

Copano unitholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Copano unitholders currently have the right to vote in the election of the Copano board of directors and certain other matters affecting Copano. When the merger occurs, each Copano unitholder that receives Kinder Morgan common units will become a unitholder of Kinder Morgan with a percentage ownership of the combined organization that is much smaller than such unitholder's percentage ownership of Copano. Kinder Morgan unitholders are not entitled to elect the general partner unless it has been removed or withdrawn, and are not entitled to elect the directors of Kinder Morgan's general partner or Kinder Morgan Management. In addition, Kinder Morgan unitholders have only limited voting rights on matters affecting Kinder Morgan's business and, therefore, limited ability to influence management's decisions regarding Kinder Morgan's business. Because of this, Copano unitholders will have less influence on the management and policies of Kinder Morgan than they have now on the management and policies of Copano.

Kinder Morgan common units to be received by Copano unitholders as a result of the merger have different rights from Copano common units.

        Following completion of the merger, Copano unitholders will no longer hold Copano common units, but will instead be unitholders of Kinder Morgan. Kinder Morgan is a limited partnership, and Copano is a limited liability company. There are important differences between the rights of Copano unitholders and the rights of Kinder Morgan unitholders. See "Comparison of Rights of Kinder Morgan Unitholders and Copano Unitholders" for a discussion of the different rights associated with Copano common units and Kinder Morgan common units.

No ruling has been obtained with respect to the U.S. federal income tax consequences of the merger.

        No ruling has been or will be requested from the IRS with respect to the U.S. federal income tax consequences of the merger. Instead, Kinder Morgan and Copano are relying on the opinions of their respective counsel as to the U.S. federal income tax consequences of the merger, and counsel's conclusions may not be sustained if challenged by the IRS. Please read "Material U.S. Federal Income Tax Consequences of the Merger."

The intended U.S. federal income tax consequences of the merger are dependent upon Kinder Morgan and Copano being treated as partnerships for U.S. federal income tax purposes.

        The treatment of the merger as nontaxable to Copano unitholders is dependent upon Kinder Morgan and Copano each being treated as a partnership for U.S. federal income tax purposes. If Kinder Morgan or Copano were treated as a corporation for U.S. federal income tax purposes, the consequences of the merger would be materially different and the merger would likely be a fully taxable transaction to a Copano common unitholder.

Copano common unitholders could recognize taxable income or gain for U.S. federal income tax purposes as a result of the merger.

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allocated a share of Kinder Morgan's nonrecourse liabilities. Each Copano common unitholder will be treated as receiving a deemed cash distribution equal to the excess, if any, of such Copano common unitholder's share of nonrecourse liabilities of Copano immediately before the merger over such common unitholder's share of nonrecourse liabilities of Kinder Morgan immediately following the merger. If the amount of any deemed cash distribution received by a Copano common unitholder exceeds the common unitholder's basis in his common units, such common unitholder will recognize gain in an amount equal to such excess. Kinder Morgan and Copano do not expect any Copano common unitholders to recognize gain in this manner.

        To the extent Copano common unitholders receive cash in lieu of fractional Kinder Morgan common units in the merger, such unitholders will recognize gain or loss equal to the difference between the cash received and the common unitholders' adjusted tax basis allocated to such fractional Kinder Morgan common units.

Risk Factors Relating to the Ownership of Kinder Morgan Common Units

The interests of KMI may differ from Kinder Morgan's interests and the interests of Kinder Morgan's unitholders.

        KMI indirectly owns all of the common stock of Kinder Morgan GP and elects all of its directors. Kinder Morgan GP owns all of Kinder Morgan Management's voting shares and elects all of its directors. Furthermore, some of Kinder Morgan Management's and Kinder Morgan GP's directors and officers are also directors and officers of KMI and its other subsidiaries, including El Paso Pipeline Partners, L.P., and have fiduciary duties to manage the businesses of KMI and its other subsidiaries in a manner that may not be in the best interests of Kinder Morgan's unitholders. KMI has a number of interests that differ from the interests of Kinder Morgan unitholders. As a result, there is a risk that important business decisions will not be made in the best interests of Kinder Morgan unitholders.

Kinder Morgan's limited partnership agreement and Kinder Morgan Management's limited liability company agreement restrict or eliminate a number of the fiduciary duties that would otherwise be owed by Kinder Morgan's general partner and/or its delegate to Kinder Morgan unitholders.

        Modifications of state law standards of fiduciary duties may significantly limit the ability of Kinder Morgan unitholders to successfully challenge the actions of the general partner in the event of a breach of fiduciary duties. These state law standards include the duties of care and loyalty. The duty of loyalty, in the absence of a provision in the limited partnership agreement to the contrary, would generally prohibit the general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. Kinder Morgan's limited partnership agreement contains provisions that prohibit limited partners from advancing claims that otherwise might raise issues as to compliance with fiduciary duties or applicable law. For example, that agreement provides that the general partner may take into account the interests of parties other than Kinder Morgan in resolving conflicts of interest. It also provides that in the absence of bad faith by the general partner, the resolution of a conflict by the general partner will not be a breach of any duty. The provisions relating to the general partner apply equally to Kinder Morgan Management as its delegate. It is not necessary for a limited partner to sign Kinder Morgan's limited partnership agreement in order for the limited partnership agreement to be enforceable against that person.

Kinder Morgan common unitholders have limited voting rights and limited control.

        Holders of Kinder Morgan common units have only limited voting rights on matters affecting Kinder Morgan. The general partner manages partnership activities. Under a delegation of control agreement, Kinder Morgan GP has delegated the management and control of Kinder Morgan and its subsidiaries' business and affairs to Kinder Morgan Management. Holders of Kinder Morgan common

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units have no right to elect the general partner or any of the directors of the general partner or Kinder Morgan Management on an annual or other ongoing basis. If the general partner withdraws, however, its successor may be elected by the holders of a majority of the outstanding units of all classes, excluding Kinder Morgan common units and Class B units owned by the departing general partner and its affiliates and excluding the number of i-units corresponding to the number of any Kinder Morgan Management shares owned by the departing general partner and its affiliates.

        The limited partners may remove the general partner only if (i) the holders of at least 66²/3% of the outstanding units of all classes, excluding Kinder Morgan common units and Class B units owned by the general partner and its affiliates and excluding the number of i-units corresponding to the number of any Kinder Morgan Management shares owned by the general partner and its affiliates, vote to remove the general partner; (ii) a successor general partner is approved by the same vote; and (iii) Kinder Morgan receives an opinion of counsel opining that the removal would not result in the loss of the limited liability of any limited partner or of the limited partner of an operating partnership, or cause Kinder Morgan or an operating partnership to be taxed as a corporation or otherwise to be taxed as an entity for federal income tax purposes.

A person or group owning 20% or more of the Kinder Morgan common units and Kinder Morgan Management shares on a combined basis cannot vote.

        Any Kinder Morgan common units or Kinder Morgan Management shares held by a person or group that owns 20% or more of the aggregate number of Kinder Morgan common units and Kinder Morgan Management shares on a combined basis cannot be voted. This limitation does not apply to the general partner and its affiliates. This provision may (i) discourage a person or group from attempting to remove the general partner or otherwise change management; and (ii) reduce the price at which the Kinder Morgan common units will trade under certain circumstances. For example, a third party will probably not attempt to take over Kinder Morgan's management by making a tender offer for the Kinder Morgan common units at a price above their trading market price without removing the general partner and substituting an affiliate of its own.

The general partner's liability to Kinder Morgan and its unitholders may be limited.

        Kinder Morgan's partnership agreement contains language limiting the liability of the general partner to Kinder Morgan or the holders of Kinder Morgan common units. For example, Kinder Morgan's partnership agreement provides that (i) the general partner does not breach any duty to Kinder Morgan or the holders of Kinder Morgan common units by borrowing funds or approving any borrowing (the general partner is protected even if the purpose or effect of the borrowing is to increase incentive distributions to the general partner); (ii) the general partner does not breach any duty to Kinder Morgan or the holders of Kinder Morgan common units by taking any actions consistent with the standards of reasonable discretion outlined in the definitions of available cash and cash from operations contained in Kinder Morgan's partnership agreement; and (iii) the general partner does not breach any standard of care or duty by resolving conflicts of interest unless the general partner acts in bad faith.

Kinder Morgan unitholders may have liability to repay distributions.

        Kinder Morgan unitholders will not be liable for assessments in addition to their initial capital investment in the Kinder Morgan common units. Under certain circumstances, however, holders of Kinder Morgan common units may have to repay Kinder Morgan amounts wrongfully returned or distributed to them. Under Delaware law, Kinder Morgan may not make a distribution to unitholders if the distribution causes Kinder Morgan's liabilities to exceed the fair value of its assets. Liabilities to partners on account of their partnership interests and non-recourse liabilities are not counted for purposes of determining whether a distribution is permitted. Delaware law provides that for a period of

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three years from the date of such a distribution, a limited partner who receives the distribution and knew at the time of the distribution that the distribution violated Delaware law will be liable to the limited partnership for the distribution amount. Under Delaware law, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of the assignor to make contributions to the partnership. However, such an assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner if the liabilities could not be determined from the partnership agreement.

Kinder Morgan unitholders may be liable if Kinder Morgan has not complied with state partnership law.

        Kinder Morgan conducts its business in a number of states. In some of those states, the limitations on the liability of limited partners for the obligations of a limited partnership have not been clearly established. The unitholders might be held liable for the partnership's obligations as if they were a general partner if (i) a court or government agency determined that Kinder Morgan was conducting business in the state but had not complied with the state's partnership statute; or (ii) unitholders' rights to act together to remove or replace the general partner or take other actions under Kinder Morgan's partnership agreement constitute "control" of Kinder Morgan's business.

Kinder Morgan's general partner may buy out minority unitholders if it owns 80% of the aggregate number of Kinder Morgan common units and Kinder Morgan Management shares.

        If at any time Kinder Morgan's general partner and its affiliates own 80% or more of the aggregate number of issued and outstanding Kinder Morgan common units and Kinder Morgan Management shares, the general partner will have the right to purchase all, and only all, of the remaining common units, but only if KMI elects to purchase all, and only all, of the outstanding Kinder Morgan Management shares that are not held by KMI and its affiliates pursuant to the purchase provisions that are a part of the limited liability company agreement of Kinder Morgan Management. Because of this right, a Kinder Morgan unitholder could have to sell its common units at a time or price that may be undesirable. The purchase price for such a purchase will be the greatest of (i) the 20-day average closing price for the Kinder Morgan common units or the Kinder Morgan Management shares as of the date five days prior to the date the notice of purchase is mailed; or (ii) the highest purchase price paid by the general partner or its affiliates to acquire Kinder Morgan common units or Kinder Morgan Management shares during the prior 90 days. The general partner can assign this right to its affiliates or to Kinder Morgan.

Kinder Morgan may sell additional limited partner interests, diluting existing interests of its unitholders.

        Kinder Morgan's partnership agreement allows the general partner to cause Kinder Morgan to issue additional common units and other equity securities. When Kinder Morgan issues additional equity securities, including additional i-units to Kinder Morgan Management when it issues additional shares, unitholders' proportionate partnership interest in Kinder Morgan will decrease. Such an issuance could negatively affect the amount of cash distributed to Kinder Morgan unitholders and the market price of the Kinder Morgan common units. Issuance of additional common units will also diminish the relative voting strength of the previously outstanding Kinder Morgan common units. Kinder Morgan's partnership agreement does not limit the total number of common units or other equity securities Kinder Morgan may issue.

The general partner can protect itself against dilution.

        Whenever Kinder Morgan issues equity securities to any person other than the general partner and its affiliates, the general partner has the right to purchase additional limited partnership interests on the same terms. This allows the general partner to maintain its proportionate partnership interest in

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Kinder Morgan. No other unitholder has a similar right. Therefore, only the general partner may protect itself against dilution caused by issuance of additional equity securities.

Kinder Morgan's tax treatment depends on its status as a partnership for U.S. federal income tax purposes, as well as its not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat Kinder Morgan as a corporation for U.S. federal income tax purposes or if Kinder Morgan were to become subject to a material amount of entity-level taxation for state tax purposes, then Kinder Morgan's cash available for distribution to its common unitholders would be substantially reduced.

        The anticipated after-tax economic benefit of an investment in Kinder Morgan common units depends largely on Kinder Morgan being treated as a partnership for U.S. federal income tax purposes. Kinder Morgan has not requested, and does not plan to request, a ruling from the IRS on this or any tax other matter affecting Kinder Morgan.

        Despite the fact that Kinder Morgan is organized as a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as Kinder Morgan to be treated as a corporation for U.S. federal income tax purposes. Although Kinder Morgan does not believe, based on its current operations, that it is or will be so treated, the IRS could disagree with the positions Kinder Morgan takes or a change in Kinder Morgan's business (or a change in current law) could cause Kinder Morgan to be treated as a corporation for U.S. federal income tax purposes or otherwise subject Kinder Morgan to taxation as an entity.

        If Kinder Morgan was treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on its taxable income at the corporate tax rate, which is currently a maximum of 35%, and Kinder Morgan would likely pay state income taxes at varying rates. Distributions to Kinder Morgan's unitholders would generally be taxed again as corporate dividends (to the extent of Kinder Morgan's current and accumulated earnings and profits), and no income, gains, losses, deductions or credits would flow through to Kinder Morgan's unitholders. Because tax would be imposed on Kinder Morgan as a corporation, its cash available for distribution to its unitholders would be substantially reduced. Therefore, treatment of Kinder Morgan as a corporation for U.S. federal income tax purposes would result in a material reduction in the anticipated cash flow and after-tax return to Kinder Morgan common unitholders, likely causing a substantial reduction in the value of Kinder Morgan's common units.

        The present U.S. federal income tax treatment of publicly traded partnerships, including Kinder Morgan, or an investment in its units may be modified by administrative, legislative or judicial changes or differing interpretations at any time. Moreover, from time to time, members of the U.S. Congress propose and consider substantive changes to the existing U.S. federal income tax laws that could affect the tax treatment of certain publicly-traded partnerships. Kinder Morgan is unable to predict whether any of these changes or other proposals will ultimately be enacted.

        In addition, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. For example, the Texas margin tax is imposed at a maximum effective rate of 0.7% of Kinder Morgan's gross income that is apportioned to Texas. If any additional state income taxes were imposed upon Kinder Morgan as an entity, its cash available for distribution would be reduced. Any modification to the U.S. federal income or state tax laws, or interpretations thereof, may be applied retroactively and could negatively impact the value of an investment in Kinder Morgan's common units.

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If the IRS contests the U.S. federal income tax positions Kinder Morgan takes, the market for Kinder Morgan common units may be adversely affected and the costs of such contest will reduce Kinder Morgan's cash available for distribution to its unitholders.

        Kinder Morgan has not requested a ruling from the IRS with respect to its treatment as a partnership for U.S. federal income tax purposes or any other tax matter affecting Kinder Morgan. The IRS may adopt positions that differ from the conclusions of Kinder Morgan's counsel or the positions Kinder Morgan takes, and the IRS's positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustain some or all of Kinder Morgan's counsel's conclusions or the positions Kinder Morgan takes. A court may not agree with some or all of Kinder Morgan's counsel's conclusions or positions Kinder Morgan takes. Any contest with the IRS, and the outcome of any IRS contest, may materially and adversely impact the market for Kinder Morgan's common units and the price at which they trade. In addition, Kinder Morgan's costs of any contest with the IRS will be borne indirectly by Kinder Morgan's unitholders because the costs will reduce Kinder Morgan's cash available for distribution.

Kinder Morgan common unitholders will be required to pay taxes on their share of Kinder Morgan's income even if they do not receive any cash distributions from Kinder Morgan.

        Because Kinder Morgan common unitholders are treated as partners to whom Kinder Morgan allocates taxable income that could be different in amount than the cash Kinder Morgan distributes, they are required to pay any U.S. federal income taxes and, in some cases, state and local income taxes on their share of Kinder Morgan's taxable income whether or not they receive cash distributions from Kinder Morgan. Common unitholders may not receive cash distributions from Kinder Morgan equal to their share of Kinder Morgan's taxable income or even equal to the actual tax liability resulting from their share of Kinder Morgan's income.

Tax gain or loss on the disposition of Kinder Morgan common units could be more or less than expected.

        If a common unitholder sells its Kinder Morgan common units, the common unitholder will recognize a gain or loss equal to the difference between the amount realized and that common unitholder's adjusted tax basis in those common units. Because distributions in excess of a common unitholder's allocable share of Kinder Morgan's net taxable income result in a decrease of that unitholder's tax basis in its common units, the amount, if any, of such prior excess distributions with respect to the common units sold will, in effect, become taxable income allocated to that unitholder if the unitholder sells such common units at a price greater than that unitholder's tax basis in those common units, even if the price received is less than the original cost. Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciation recapture. In addition, because the amount realized includes a common unitholder's share of Kinder Morgan's nonrecourse liabilities, a unitholder that sells its common units may incur a tax liability in excess of the amount of cash received from the sale.

Tax-exempt entities and non-U.S. persons face unique tax issues from owning Kinder Morgan common units that may result in adverse tax consequences to them.

        Investment in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs), and non-U.S. persons raises issues unique to them. For example, virtually all of Kinder Morgan's income allocated to organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes imposed at the highest applicable effective tax rate, and non-U.S. persons will be required to file U.S. federal income tax returns and pay tax on their share of Kinder Morgan's taxable income. Any tax-exempt entity or non-U.S. person should consult its tax advisor before investing in Kinder Morgan common units.

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Kinder Morgan treats each purchaser of its common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

        Because Kinder Morgan cannot match transferors and transferees of common units, Kinder Morgan treats each purchaser of its common units as having the same tax benefits with regard to the actual common units purchased and Kinder Morgan adopts depreciation and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to a Kinder Morgan common unitholder. It also could affect the timing of these tax benefits or the amount of gain from a sale of common units and could have a negative impact on the value of Kinder Morgan's common units or result in audit adjustments to the unitholder's tax returns.

Kinder Morgan prorates its items of income, gain, loss and deduction between transferors and transferees of its common units each month based upon the ownership of its common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among Kinder Morgan's unitholders.

        Kinder Morgan prorates its items of income, gain, loss and deduction for U.S. federal income tax purposes between transferors and transferees of its common units each month based upon the ownership of its common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The use of this proration method may not be permitted under existing Treasury Regulations, and, although the U.S. Treasury Department issued proposed Treasury Regulations allowing a similar monthly simplifying convention, such regulations are not final and do not specifically authorize the use of the proration method Kinder Morgan has adopted. Accordingly, Kinder Morgan's counsel is unable to opine as to the validity of this method. If the IRS were to challenge this method or new Treasury Regulations were issued, Kinder Morgan may be required to change the allocation of items of income, gain, loss and deduction among its common unitholders.

Kinder Morgan adopts certain valuation methodologies that may result in a shift of income, gain, loss and deduction between its general partner and its common unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.

        When Kinder Morgan issues additional common units or engages in certain other transactions, Kinder Morgan determines the fair market value of its assets and allocates any unrealized gain or loss attributable to its assets to the capital accounts of its common unitholders and its general partner. Kinder Morgan's methodology may be viewed as understating the value of its assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and Kinder Morgan's general partner, which may be unfavorable to such unitholders. Moreover, under Kinder Morgan's valuation methods, subsequent purchasers of common units may have a greater portion of their Code Section 743(b) adjustment allocated to Kinder Morgan's tangible assets and a lesser portion allocated to its intangible assets. The IRS may challenge Kinder Morgan's valuation methods, or its allocation of the Section 743(b) adjustment attributable to its tangible and intangible assets, and allocations of taxable income, gain, loss and deduction between Kinder Morgan's general partner and certain of Kinder Morgan's unitholders.

        A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to Kinder Morgan's common unitholders and its general partner. It also could affect the amount of gain from Kinder Morgan common unitholders' sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to Kinder Morgan common unitholders' or Kinder Morgan's general partner's tax returns without the benefit of additional deductions.

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The sale or exchange of 50% or more of Kinder Morgan's capital and profits interests during any twelve-month period will result in a termination of Kinder Morgan for U.S. federal income tax purposes.

        Kinder Morgan will be considered to have technically terminated as a partnership for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in its capital and profits within a twelve-month period. Kinder Morgan's termination would, among other things, result in the closing of its taxable year for all unitholders, which would result in Kinder Morgan filing two tax returns (and its unitholders could receive two Schedules K-1 if relief from the IRS was not available, as described below) for one fiscal year. The termination could result in a deferral of depreciation deductions allowable in computing Kinder Morgan's taxable income. In the case of a common unitholder reporting on a taxable year other than a calendar year, the closing of Kinder Morgan's taxable year may also result in more than twelve months of its taxable income being includable in the common unitholder's taxable income for the year of termination. Under current law, a technical termination would not affect Kinder Morgan's classification as a partnership for U.S. federal income tax purposes, but instead, after its termination Kinder Morgan would be treated as a new partnership for U.S. federal income tax purposes. If treated as a new partnership, Kinder Morgan must make new tax elections and could be subject to penalties if it is unable to determine that a termination occurred. The IRS has announced a publicly traded partnership technical termination relief program whereby a publicly traded partnership that technically terminated may request publicly traded partnership technical termination relief which, if granted by the IRS, among other things would permit the partnership to provide only one Schedule K-1 to unitholders for the year notwithstanding the two partnership tax years.

A Kinder Morgan common unitholder whose common units are loaned to a "short seller" to effect a short sale of common units may be considered as having disposed of those common units. If so, the common unitholder would no longer be treated for U.S. federal income tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition.

        Because a common unitholder whose common units are loaned to a "short seller" to effect a short sale may be considered as having disposed of the loaned common units, the unitholder may no longer be treated for U.S. federal income tax purposes as a partner with respect to those units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan to the short seller, any of Kinder Morgan's income, gain, loss or deduction with respect to those units may not be reportable by the common unitholder and any cash distributions received by the common unitholder as to those common units could be fully taxable as ordinary income. Kinder Morgan's counsel has not rendered an opinion regarding the treatment of a unitholder where common units are loaned to a short seller to effect a short sale of common units; therefore, common unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their common units.

The issuance of additional i-units may cause more taxable income and gain to be allocated to the common units.

        The i-units Kinder Morgan issues to Kinder Morgan Management in lieu of cash distributions generally are not allocated income, gain, loss or deduction for U.S. federal income tax purposes until such time as Kinder Morgan is liquidated. Therefore, the issuance of additional i-units may cause more taxable income and gain to be allocated to the common unitholders.

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As a result of investing in Kinder Morgan common units, a common unitholder will likely be subject to state and local taxes and return filing requirements in states where they do not live.

        In addition to U.S. federal income taxes, Kinder Morgan's common unitholders will likely be subject to other taxes, including foreign, state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which Kinder Morgan conducts business or owns property now or in the future, even if they do not live in any of those jurisdictions. Kinder Morgan common unitholders will likely be required to file foreign, state and local income tax returns and pay foreign, state and local income taxes in some or all of these various jurisdictions. Further, Kinder Morgan common unitholders may be subject to penalties for failure to comply with those requirements. Kinder Morgan currently owns assets and conducts business in numerous states in the United States and in Canada. It is the responsibility of each common unitholder to file all required U.S. federal, foreign, state and local tax returns. Kinder Morgan's counsel has not rendered an opinion on the foreign, state or local tax consequences of an investment in Kinder Morgan common units.

Kinder Morgan unitholders may have negative tax consequences if Kinder Morgan defaults on its debt or sells assets.

        If Kinder Morgan defaults on any of its debt, the lenders will have the right to sue Kinder Morgan for non-payment. Such an action could cause an investment loss and cause negative tax consequences for unitholders through the realization of taxable income by unitholders without a corresponding cash distribution. Likewise, if Kinder Morgan was to dispose of assets and realize a taxable gain while there is substantial debt outstanding and proceeds of the sale were applied to the debt, unitholders could have increased taxable income without a corresponding cash distribution.

There is the potential for a change of control of Kinder Morgan's general partner if KMI defaults on debt.

        KMI indirectly owns all the common stock of Kinder Morgan GP, Kinder Morgan's general partner. If KMI defaults on its debt, then the lenders under such debt, in exercising their rights as lenders, could acquire control of Kinder Morgan's general partner or otherwise influence Kinder Morgan's general partner through control of KMI.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus and the documents incorporated herein by reference contain forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as "anticipate," "believe," "intend," "plan," "projection," "forecast," "strategy," "position," "continue," "estimate," "expect," "may," or the negative of those terms or other variations of them or comparable terminology. Forward-looking statements are also found under "Proposal 1: The Merger—Copano Projected Financial Information" and "—Kinder Morgan Projected Financial Information." In particular, statements, express or implied, concerning future actions, conditions or events, future operating results, the ability to generate sales, income or cash flow, to realize cost savings or other benefits associated with the merger, to service debt or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine actual results are beyond the ability of Kinder Morgan or Copano to control or predict. Specific factors which could cause actual results to differ from those in the forward-looking statements include:

•

the ability to complete the merger;



•

failure to obtain, delays in obtaining or adverse conditions contained in, any required regulatory approvals or clearances;



•

the potential impact of the announcement or consummation of the merger on relationships, including with employees, suppliers, customers and competitors;



•

Kinder Morgan's ability to successfully integrate Copano's operations and to realize synergies from the merger;



•

the timing and extent of changes in price trends and overall demand for natural gas liquids, refined petroleum products, oil, carbon dioxide, natural gas, condensate, electricity, coal, steel and other bulk materials and chemicals and certain agricultural products in North America;



•

economic activity, weather, alternative energy sources, conservation and technological advances that may affect price trends and demand;



•

changes in tariff rates charged by Kinder Morgan's and Copano's pipeline subsidiaries implemented by the Federal Energy Regulatory Commission, the California Public Utilities Commission, Canada's National Energy Board or another regulatory agency;



•

Kinder Morgan's ability to acquire new businesses and assets and integrate those operations into its existing operations, particularly if Kinder Morgan undertakes multiple acquisitions in a relatively short period of time, as well as the ability to expand its facilities;



•

Kinder Morgan's or Copano's ability to access or construct new pipeline, gas processing and NGL fractionation capacity;



•

difficulties or delays experienced by railroads, barges, trucks, ships or pipelines in delivering products to or from terminals or pipelines;



•

the ability to successfully identify and close acquisitions and make cost-saving changes in operations;



•

shut-downs or cutbacks at major refineries, petrochemical or chemical plants, natural gas processing plants, ports, utilities, military bases or other businesses that use Kinder Morgan's or Copano's services or provide services or products to them;

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•

changes in crude oil and natural gas production (and the NGL content of natural gas production) from exploration and production areas that Kinder Morgan or Copano serves, such as the Permian Basin area of West Texas, the shale plays in Oklahoma, Pennsylvania and Texas, the U.S. Rocky Mountains and the Alberta, Canada oil sands;



•

changes in laws or regulations, third-party relations and approvals, and decisions of courts, regulators and governmental bodies that may adversely affect the business or ability to compete of Kinder Morgan or Copano;



•

interruptions of electric power supply to Kinder Morgan's or Copano's facilities due to natural disasters, power shortages, strikes, riots, terrorism (including cyber attacks), war or other causes;



•

the uncertainty inherent in estimating future oil and natural gas production or reserves;



•

the ability to complete expansion projects on time and on budget;



•

the timing and success of business development efforts;



•

changes in accounting pronouncements that impact the measurement of results of operations, the timing of when such measurements are to be made and recorded, and the disclosures surrounding these activities;



•

changes in tax law, particularly as it relates to partnerships or other "pass-through" entities;



•

Kinder Morgan's ability to offer and sell equity securities and debt securities or obtain debt financing in sufficient amounts and on acceptable terms to implement that portion of its business plan that contemplates growth through acquisitions of operating businesses and assets and expansions of facilities;



•

Kinder Morgan's indebtedness, which could make it vulnerable to general adverse economic and industry conditions, limit its ability to borrow additional funds and/or place it at competitive disadvantages compared to its competitors that have less debt or have other adverse consequences;



•

the ability to obtain insurance coverage without significant levels of self-retention of risk;



•

acts of nature, sabotage, terrorism (including cyber attacks) or other similar acts or accidents causing damage greater than Kinder Morgan's or Copano's insurance coverage limits;



•

possible changes in credit ratings;



•

capital and credit markets conditions, inflation and interest rates;



•

the political and economic stability of the oil producing nations of the world;



•

national, international, regional and local economic, competitive and regulatory conditions and developments;



•

Kinder Morgan's ability to achieve cost savings and revenue growth;



•

foreign exchange fluctuations;



•

the extent of Kinder Morgan's success in developing and producing oil and gas reserves, including the risks inherent in development drilling, well completion and other development activities;



•

engineering and mechanical or technological difficulties that may be experienced with operational equipment, in well completions and workovers, and in drilling new wells; and

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•

unfavorable results of litigation and the fruition of contingencies referred to in the notes to the financial statements contained in the reports incorporated by reference into this proxy statement/prospectus.

        Forward-looking statements are based on the expectations and beliefs of the respective managements of Kinder Morgan and Copano, based on information currently available, concerning future events affecting Kinder Morgan and Copano. Although Kinder Morgan and Copano believe that these forward-looking statements are based on reasonable assumptions, they are subject to uncertainties and factors related to Kinder Morgan's and Copano's operations and business environments, all of which are difficult to predict and many of which are beyond Kinder Morgan's and Copano's control. Any or all of the forward-looking statements in this proxy statement/prospectus may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. The foregoing list of factors should not be construed to be exhaustive. Many factors mentioned in this proxy statement/prospectus, including the risks outlined under the caption "Risk Factors" contained in Kinder Morgan's and Copano's Exchange Act reports incorporated herein by reference, will be important in determining future results, and actual future results may vary materially. There is no assurance that the actions, events or results of the forward-looking statements will occur, or, if any of them do, when they will occur or what effect they will have on Kinder Morgan's or Copano's results of operations, financial condition, cash flows or distributions. In view of these uncertainties, Kinder Morgan and Copano caution that investors should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Kinder Morgan and Copano undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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THE PARTIES

Kinder Morgan Energy Partners, L.P.

        Kinder Morgan Energy Partners, L.P. is a limited partnership formed in Delaware in August 1992, with its common units traded on the NYSE under the symbol "KMP." Kinder Morgan is one of the largest publicly-traded pipeline limited partnerships in the United States in terms of market capitalization. Since February 1997, when current management acquired Kinder Morgan's general partner, Kinder Morgan's operations have experienced significant growth, and its net income has increased from $17.7 million, for the year ended December 31, 1997, to $1.3 billion, for the year ended December 31, 2011.

        Kinder Morgan focuses on providing fee-based services to customers, generally avoiding commodity price risks and maximizing the benefits of its characterization as a partnership for federal income tax purposes. Where Kinder Morgan is exposed to commodity price risks, it enters into hedges to mitigate a significant portion of the risk. Kinder Morgan's operations are conducted through its subsidiary operating limited partnerships and their subsidiaries and are grouped into the following business segments:

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Products Pipelines:  Consists of approximately 8,600 miles of products pipelines that deliver gasoline, diesel fuel, jet fuel and natural gas liquids to various markets; plus approximately 60 associated product terminals and petroleum pipeline transmix processing facilities serving customers across the United States;



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Natural Gas Pipelines:  Consists of approximately 33,000 miles of natural gas transmission pipelines and gathering lines, plus natural gas storage, treating and processing facilities, through which natural gas is gathered, transported, stored, treated, processed and sold;



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CO₂:  Produces, markets and transports, through approximately 1,500 miles of pipelines, carbon dioxide, commonly called CO₂, to oil fields that use CO₂ to increase production of oil; owns interests in and/or operates seven oil fields in West Texas; and owns and operates a 450-mile crude oil pipeline system in West Texas;



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Terminals:  Consists of approximately 113 owned or operated liquids and bulk terminal facilities and approximately 35 rail transloading and materials handling facilities located throughout the United States and portions of Canada, which together transload, store and deliver a wide variety of bulk, petroleum, petrochemical and other liquids products for customers across the United States and Canada; and



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Kinder Morgan Canada:  Transports crude oil and refined petroleum products through over 2,500 miles of pipelines from Alberta, Canada to marketing terminals and refineries in British Columbia, the State of Washington and the Rocky Mountains and Central regions of the United States, plus five associated product terminal facilities.

        Kinder Morgan G.P., Inc., a Delaware corporation and the general partner of Kinder Morgan, has delegated to Kinder Morgan Management the management and control of Kinder Morgan's business and affairs to the maximum extent permitted by Kinder Morgan's partnership agreement and Delaware law, subject to Kinder Morgan GP's right to approve certain actions by Kinder Morgan Management.

        The address of Kinder Morgan's and Kinder Morgan GP's principal executive offices is 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, and the telephone number at this address is (713) 396-9000.

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Javelina Merger Sub LLC

        Javelina Merger Sub LLC, a Delaware limited liability company, is a direct, wholly owned subsidiary of Kinder Morgan that was formed in 2013 solely in contemplation of the merger, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the merger agreement. Merger Sub has not incurred any obligations, engaged in any business activities or entered into any agreements or arrangements with any third parties other than the merger agreement. Its principal executive offices are located at 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, and its telephone number is (713) 396-9000.

Copano Energy, L.L.C.

        Copano Energy, L.L.C., a Delaware limited liability company, is an energy company engaged in the business of providing midstream services to natural gas producers, including gathering, transportation and processing of natural gas, fractionation and transportation of NGLs and other related services. Copano's assets are located in Texas, Oklahoma and Wyoming and include approximately 6,900 miles of active natural gas gathering and transmission pipelines and nine natural gas processing plants with over one billion cubic feet per day of combined processing capacity. In addition to its natural gas pipelines, Copano operates 380 miles of NGL pipelines.

        Copano was formed in August 2001 as a Delaware limited liability company to acquire entities operating under the Copano name since 1992, and to serve as a holding company for its operating subsidiaries. Since inception in 1992, Copano has grown through strategic and bolt-on acquisitions and organic growth projects.

        Copano's common units are listed on the NASDAQ Global Select Market under the symbol "CPNO."

        The principal executive offices of Copano are located at 1200 Smith Street, Suite 2300, Houston, Texas 77002, its telephone number is (713) 621-9547 and its website is www.copano.com.

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THE COPANO SPECIAL MEETING

        Copano is providing this proxy statement/prospectus to its unitholders in connection with the solicitation of proxies to be voted at the special meeting of unitholders that Copano has called for the purpose of holding a vote upon a proposal to adopt the merger agreement with Kinder Morgan, Kinder Morgan GP and Merger Sub and at any adjournment or postponement thereof. This proxy statement/prospectus constitutes a prospectus for Kinder Morgan in connection with the issuance by Kinder Morgan of its common units in connection with the merger. This proxy statement/prospectus is first being mailed to Copano's unitholders on or about                        , 2013 and provides Copano unitholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting of Copano unitholders.

Date, Time and Place

        The special meeting will be held at                        , on                        ,                         , 2013 at        a.m., local time.

Purpose

        At the special meeting, Copano unitholders will be asked to vote solely on the following proposals:

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Proposal 1:  to adopt the merger agreement;



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Proposal 2:  to approve the adjournment of the Copano special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting; and



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Proposal 3:  to approve, on an advisory (non-binding) basis, the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger.

Copano Board Recommendation

        The board of directors of Copano recommends that unitholders of Copano vote:

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Proposal 1:  "FOR" adoption of the merger agreement;



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Proposal 2:  "FOR" any adjournment of the Copano special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting; and



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Proposal 3:  "FOR" the approval on an advisory (non-binding) basis the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger.

        The Copano board of directors unanimously (i) determined that the merger agreement and the merger are advisable and in the best interests of Copano and its unitholders, (ii) approved the merger and the merger agreement and (iii) resolved to recommend adoption of the merger agreement to the Copano unitholders. See "Proposal 1: The Merger—Recommendation of the Copano Board of Directors and Its Reasons for the Merger."

        In considering the recommendation of Copano's board of directors with respect to the merger agreement and the transactions contemplated thereby, you should be aware that some of Copano's directors and executive officers may have interests that are different from, or in addition to, the interests of Copano unitholders more generally. See "Proposal 1: The Merger—Interests of Directors and Executive Officers of Copano in the Merger."

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Copano Record Date; Outstanding Units; Units Entitled to Vote

        The record date for the Copano special meeting is                        , 2013. Only Copano unitholders of record at the close of business on                         , 2013 will be entitled to receive notice of and to vote at the special meeting or any adjournment or postponement of the meeting. Copano common units held by Copano as treasury units and by Copano's subsidiaries will not be entitled to vote.

        As of the close of business on the record date of                        , 2013, there were        Copano common units and        Series A convertible preferred units outstanding and entitled to vote at the meeting. Each Copano common unit is entitled to one vote, and each Series A convertible preferred unit is entitled to one vote in respect of each Copano common unit into which it is convertible. In accordance with the terms of the Copano LLC agreement and the voting agreement pursuant to which TPG agreed, subject to the conditions set forth in the voting agreement, to convert all of its Series A convertible preferred units into Copano common units immediately prior to the effective time, the Series A convertible preferred units will be convertible, effective immediately prior to the merger, into a number of Copano common units equal to 110% of the number of Series A convertible preferred units then outstanding. In accordance with the Copano LLC agreement, the Series A convertible preferred units outstanding on the record date will have that number of votes equal to the number of common units into which such Series A convertible preferred units will convert immediately prior to the merger.

        A complete list of Copano unitholders entitled to vote at the Copano special meeting will be available for inspection at the principal place of business of Copano during regular business hours for a period of no less than ten days before the special meeting and at the place of the Copano special meeting during the meeting.

Quorum

        A quorum of unitholders is required to adopt the merger agreement at the special meeting, but not to approve any adjournment of the meeting. At least a majority of the outstanding Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis, must be represented in person or by proxy at the meeting in order to constitute a quorum. Any abstentions will be counted in determining whether a quorum is present at the special meeting. With respect to broker non-votes (as defined below), the adoption of the merger agreement is not considered a routine matter. Therefore, your broker will not be permitted to vote on the adoption of the merger agreement without instruction from you as the beneficial owner of the Copano common units. Broker non-votes will, however, be counted for purposes of determining whether a quorum is present at the special meeting.

Required Vote

        To adopt the merger agreement, holders of at least a majority of the outstanding Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis, must vote in favor of adoption of the merger agreement. Because approval is based on the affirmative vote of at least a majority of the outstanding Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis, a Copano unitholder's failure to submit a proxy card or to vote in person at the special meeting or an abstention from voting, or the failure of a Copano unitholder who holds his or her units in "street name" through a broker or other nominee to give voting instructions to such broker or other nominee, will have the same effect as a vote "AGAINST" adoption of the merger agreement.

        To approve the adjournment of the Copano special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting, the affirmative vote of a majority of the votes cast affirmatively or negatively with respect to

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the proposal by holders of the Copano units present in person or represented by proxy at the special meeting and entitled to vote at the special meeting is required. Abstentions, broker non-votes and units not in attendance at the special meeting will have no effect on the outcome of any vote to adjourn the special meeting.

        To approve, on an advisory (non-binding) basis, the related compensation payments that will or may be paid by Copano to its named executive officers in connection with the merger, the affirmative vote of a majority of the votes cast affirmatively or negatively with respect to the proposal by holders of the Copano units present in person or represented by proxy at the special meeting and entitled to vote at the special meeting is required. Abstentions, broker non-votes and units not in attendance at the special meeting will have no effect on the outcome of any vote to approve the related compensation payments.

Unit Ownership of and Voting by Copano's Directors and Executive Officers

        At the close of business on the record date for the special meeting, Copano's directors and executive officers and their affiliates beneficially owned and had the right to vote        Copano units at the special meeting, which represents approximately         percent of the Copano units entitled to vote at the special meeting. It is expected that Copano's directors and executive officers will vote their units "FOR" the adoption of the merger agreement, although none of them has entered into any agreement requiring them to do so.

Voting Agreement with TPG

        Simultaneously with the execution of the merger agreement, Copano, Kinder Morgan and Kinder Morgan GP entered into a voting agreement with TPG, pursuant to which TPG agreed, among other things, to vote all of its Series A convertible preferred units and Copano common units, if any, in favor of adoption of the merger agreement and the transactions contemplated thereby and against any action or agreement (including any amendment of any agreement) that would, or would reasonably be expected to, prevent or in any material respect impede or delay the consummation of the merger and the other transactions contemplated by the merger agreement until the date on which the approval of the merger agreement by Copano unitholders is obtained, the one year anniversary of the merger agreement or until the merger agreement is terminated in accordance with its terms, whichever occurs earliest. TPG also agreed, during the term of the voting agreement, not to sell, transfer, pledge or otherwise dispose of any Series A convertible preferred units or Copano common units. At the close of business on the record date for the special meeting of the Copano unitholders, TPG held approximately         percent of the voting power of Copano.

Voting of Units by Holders of Record

        If you are entitled to vote at the special meeting and hold your units in your own name, you can submit a proxy or vote in person by completing a ballot at the special meeting. However, Copano encourages you to submit a proxy before the special meeting even if you plan to attend the special meeting in order to ensure that your units are voted. A proxy is a legal designation of another person to vote your Copano units on your behalf. If you hold units in your own name, you may submit a proxy for your units by:

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calling the toll-free number specified on the enclosed proxy card and follow the instructions when prompted;



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accessing the Internet website specified on the enclosed proxy card and follow the instructions provided to you; or

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filling out, signing and dating the enclosed proxy card and mailing it in the prepaid envelope included with these proxy materials.

        When a unitholder submits a proxy by telephone or through the Internet, his or her proxy is recorded immediately. Copano encourages its unitholders to submit their proxies using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

        All units represented by each properly executed and valid proxy received before the special meeting will be voted in accordance with the instructions given on the proxy. If Copano unitholder executes a proxy card without giving instructions, the Copano units represented by that proxy card will be voted "FOR" approval of the proposal to adopt the merger agreement.

        Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m., Eastern Time, on                        ,                         , 2013.

Voting of Units Held in Street Name

        If your units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote your units by following the instructions that the broker or other nominee provides to you with these proxy materials. Most brokers offer the ability for unitholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

        If you do not provide voting instructions to your broker, your units will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is referred to in this proxy statement/prospectus and in general as a broker non-vote. In these cases, the broker or other nominee can register your units as being present at the special meeting for purposes of determining a quorum, but will not be able to vote your units on those matters for which specific authorization is required. Under the current rules of the NASDAQ Stock Market, brokers do not have discretionary authority to vote on the proposal to adopt the merger agreement. Therefore, a broker non-vote will have the same effect as a vote "AGAINST" adoption of the merger agreement, but will have no effect on the adjournment proposal or the related compensation proposal.

        If you hold units through a broker or other nominee and wish to vote your units in person at the special meeting, you must obtain a proxy from your broker or other nominee and present it to the inspector of election with your ballot when you vote at the special meeting.

Revocability of Proxies; Changing Your Vote

        You may revoke your proxy and/or change your vote at any time before your proxy is voted at the special meeting. If you are a unitholder of record, you can do this by:

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sending a written notice stating that you revoke your proxy to Copano at 1200 Smith Street, Suite 2300, Houston, Texas 77002, Attn: Corporate Secretary, that bears a date later than the date of the proxy and is received prior to the special meeting and states that you revoke your proxy;



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submitting a valid, later-dated proxy by mail, telephone or Internet that is received prior to the special meeting; or



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attending the special meeting and voting by ballot in person (your attendance at the special meeting will not, by itself, revoke any proxy that you have previously given).

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        If you hold your units through a broker or other nominee, you must follow the directions you receive from your broker in order to revoke or change your vote.

Solicitation of Proxies

        This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the Copano board of directors to be voted at the Copano special meeting. Copano will bear all costs and expenses in connection with the solicitation of proxies. Copano has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the meeting and Copano estimates it will pay D.F. King & Co., Inc. a fee of approximately $15,000 for these services. Copano has also agreed to reimburse D.F. King & Co., Inc. for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify D.F. King & Co., Inc. against certain losses, costs and expenses. In addition, Copano may reimburse brokerage firms and other persons representing beneficial owners of Copano common units for their reasonable expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of Copano's directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

        Unitholders should not send unit certificates with their proxies.    A letter of transmittal and instructions for the surrender of Copano common unit certificates will be mailed to Copano unitholders shortly after the completion of the merger.

No Other Business

        Under the Copano LLC agreement, the business to be conducted at the special meeting will be limited to the purposes stated in the notice to Copano unitholders provided with this proxy statement/prospectus.

Adjournments

        Adjournments may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by the Chairman of the Copano board of directors or with the approval of at least a majority of the votes present in person or by proxy at the time of the vote, whether or not a quorum exists. Copano is not required to notify unitholders of any adjournment of 30 days or less if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At any adjourned meeting, Copano may transact any business that it might have transacted at the original meeting, provided that a quorum is present at such adjourned meeting. Proxies submitted by Copano unitholders for use at the special meeting will be used at any adjournment or postponement of the meeting. References to the Copano special meeting in this proxy statement/prospectus are to such special meeting as adjourned or postponed.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact D.F. King & Co., Inc. toll-free at (800) 967-4604 (banks and brokers call collect at (212) 269-5550).

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PROPOSAL 1: THE MERGER

        This section of the proxy statement/prospectus describes the material aspects of the proposed merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated herein by reference, including the full text of the merger agreement (which is attached as Annex A), for a more complete understanding of the merger. In addition, important business and financial information about each of Kinder Morgan and Copano is included in or incorporated into this proxy statement/prospectus by reference. See "Where You Can Find More Information."

Effect of the Merger

        Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, the merger agreement provides for the merger of Merger Sub, a direct, wholly owned subsidiary of Kinder Morgan and a party to the merger agreement, with and into Copano. Copano, which is referred to as the surviving entity, will survive the merger and the separate limited liability company existence of Merger Sub will cease. After the completion of the merger, the certificate of formation of Merger Sub in effect immediately prior to the effective time will be the certificate of formation of the surviving entity, until amended in accordance with applicable law, and the Copano LLC agreement will be amended and restated by virtue of the merger and the certificate of merger. After the completion of the merger, the managing member and the officers of Merger Sub will be the managing member and the officers of the surviving entity, until their successors are duly appointed and qualified.

        The merger agreement provides that, at the effective time, each Copano common unit issued and outstanding or deemed issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.4563 Kinder Morgan common units (which, based on $        , the closing price of Kinder Morgan common units as of                        , 2013, had a value of $      on a rounded basis). Each Copano security owned by Copano, Kinder Morgan or Merger Sub immediately prior to the effective time will be cancelled without any conversion or payment of consideration in respect thereof. Any Copano securities owned by any other subsidiary of Kinder Morgan or Copano will be exchanged for the merger consideration.

        Because the exchange ratio was fixed at the time the merger agreement was executed and because the market value of Kinder Morgan common units and Copano common units will fluctuate prior to the consummation of the merger, Copano unitholders cannot be sure of the value of the merger consideration they will receive relative to the value of the Copano common units that they are exchanging. For example, decreases in the market value of Kinder Morgan common units will negatively affect the value of the merger consideration that they receive, and increases in the market value of Copano common units may mean that the merger consideration that they receive will be worth less than the market value of the common units of Copano such unitholders are exchanging. See "Risk Factors—Risk Factors Relating to the Merger—Because the exchange ratio is fixed and because the market price of Kinder Morgan common units will fluctuate prior to the consummation of the merger, Copano unitholders cannot be sure of the market value of the Kinder Morgan common units they receive as merger consideration relative to the value of Copano common units they exchange."

        Kinder Morgan will not issue any fractional units in the merger. Instead, each holder of Copano common units that are converted pursuant to the merger agreement who otherwise would have received a fraction of a Kinder Morgan common unit will be entitled to receive, from the exchange agent appointed by Kinder Morgan pursuant to the merger agreement, a cash payment in lieu of such fractional units representing such holder's proportionate interest in the proceeds from the sale by the exchange agent of the number of excess Kinder Morgan common units represented by the aggregate amount of fractional Kinder Morgan common units.

        Each Copano option or similar right to purchase Copano common units that was granted under a Copano equity incentive plan and that is outstanding and unexercised immediately prior to the effective

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time (whether or not then vested or exercisable), as of immediately prior to the effective time, by virtue of the occurrence of the consummation of the merger and without any action on the part of the holder of such Copano option, will be deemed net exercised for that number of whole Copano common units, which shall be deemed issued and outstanding as of immediately prior to the effective time, equal to, rounded down to the nearest whole common unit, (i) the number of Copano common units subject to such Copano option immediately prior to the effective time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Copano common units with a fair market value (as such term is defined in the applicable Copano equity incentive plan) as of immediately prior to the effective time equal to the aggregate exercise price of such Copano option. Each Copano common unit deemed issued and outstanding pursuant to such net exercise will at the effective time be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

        Each Copano unit appreciation right that was granted under a Copano equity incentive plan and that is outstanding and unexercised immediately prior to the effective time (whether or not then vested or exercisable), as of immediately prior to the effective time, by virtue of the occurrence of the consummation of the merger and without any action on the part of the holder of such Copano unit appreciation right will be deemed net exercised as of immediately prior to the effective time, for that number of whole Copano common units, which shall be deemed issued and outstanding as of immediately prior to the effective time, equal to, rounded down to the nearest whole common unit, (i) the number of Copano common units subject to such Copano unit appreciation right immediately prior to the effective time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Copano common units with a fair market value (as such term is defined in the applicable Copano equity incentive plan) as of immediately prior to the effective time equal to the aggregate exercise price of such Copano unit appreciation right. Each Copano common unit deemed issued and outstanding pursuant to such net exercise will at the effective time be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

        Each phantom Copano common unit that was granted under a Copano equity incentive plan and that is outstanding immediately prior to the effective time, automatically and without any action on the part of the holder of such phantom Copano common unit, will at the effective time vest in full (in the case of performance-based phantom Copano common units, based on a target earned percentage of 100%), the restrictions with respect thereto will lapse, and each Copano common unit deemed to be issued in settlement thereof will be deemed issued and outstanding as of immediately prior to the effective time and at the effective time will be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement. In addition, any tandem distribution equivalent rights payable with respect to each phantom Copano common unit that vests in accordance with the merger agreement will at the effective time and without any action on the part of any holder thereof vest in full and become immediately payable in cash.

        Each restricted Copano common unit that was granted under a Copano equity incentive plan and that is outstanding immediately prior to the effective time, automatically and without any action on the part of the holder of such restricted Copano common unit, will at the effective time vest in full and the restrictions with respect thereto will lapse, and each restricted Copano common unit will be treated as an issued and outstanding Copano common unit as of immediately prior to the effective time and at the effective time will be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement. In addition, any accrued distribution payable with respect to each restricted Copano common unit that vests in accordance with the merger agreement will at the effective time vest in full and become immediately payable in cash.

Background of the Merger

        Copano's management and board of directors have regularly reviewed the company's financial position and results of operations as well as potentially available options to create value for Copano's unitholders, and consider Copano's performance and prospects in light of the business and economic

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environment, as well as developments in the U.S. energy industry and challenges facing participants in the midstream energy sector. These reviews have included consideration, from time to time, of potential alternatives that would further Copano's strategic objectives and ability to engage in growth and development projects, including a review of Copano's expected capital needs and funding requirements, and an assessment of the opportunities to be expected from, as well as the risks in execution of, Copano's strategic plans. Similarly, Copano's management periodically explores and evaluates, and discusses with Copano's board of directors, various strategic alternatives potentially available to Copano, including strategic acquisitions and divestitures, joint ventures and other potential transactions.

        On August 28, 2012, the Copano board of directors met to discuss Copano's positioning in the midstream energy sector, various measures of the company's valuation and potential strategic alternatives to deliver further unitholder value. The outside advisors to the Copano board at the meeting included legal advisor Wachtell, Lipton, Rosen & Katz, which is referred to as Wachtell Lipton, and financial advisor Barclays Capital Inc., which is referred to as Barclays, which was known to the Copano board as a result of prior investment banking and financial advisory services that Barclays had provided to Copano. At the meeting, based on finanical information prepared by Copano management, representatives from Barclays presented an overview of Copano's current capital investment plan and financing of ongoing and proposed projects, as well as general energy market conditions. Using the same finanical information prepared by Copano management, representatives of Barclays also discussed various approaches to valuing Copano in a theoretical sale scenario, how such values compared to Copano's "standalone" value and the illustrative pro forma consequences of a potential sale of Copano to potential buyers in the midstream energy sector. During the meeting, Copano's board of directors discussed the company's strategic positioning for future growth, considering such factors as the number of potential development projects being evaluated by Copano (compared to Copano's projected ability to fund capital expenditures required for such projects) and investor sentiment towards the current yield on Copano's common units in view of the opportunities available to Copano as well as the risks involved in such opportunities. After further discussion, Copano's board of directors determined that Copano should further explore investigating potential strategic transactions, including a sale transaction, as a possible means of increasing unitholder value.

        Following this meeting, Copano's management and Barclays worked together to identify and prepare to reach out to potential partners in a sale transaction, including preparing initial information materials about Copano, developing an indicative timetable for a process and prioritizing an initial list of potential contacts, based on likely level of interest and past and expected future financial performance and credit rating, as well as likely capacity to execute such a transaction successfully. During a call on September 10, 2012, with Wachtell Lipton and Barclays in attendance, Copano management and members of the Copano board of directors reviewed the initial list of potential contacts, confirmed the initial parties to be contacted and instructed Barclays to begin reaching out to those parties. Additionally, Barclays discussed with Copano the fact that Barclays had professional relationships with all of the potential contacts included on the initial list, including the parties Barclays was instructed to contact by the Copano board of directors.

        Barclays began making initial contacts with these potential transaction partners. Beginning at this time and throughout the process, the members of the Copano board of directors received periodic informal updates from Copano's senior management and advisors and regularly provided their input and views.

        On October 29, 2012, the Copano board of directors, together with Copano senior management and representatives of Barclays and Wachtell Lipton, met to discuss the results of the discussions to date with the five potential merger partners contacted on behalf of Copano by Barclays. The participants discussed the fact that, while two of the potential partners that had been contacted did not wish to pursue discussions, three parties, including Kinder Morgan, demonstrated significant apparent interest in a potential acquisition of Copano. The participants also discussed the possible timing of the

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next steps in the process, including initial meetings between members of Copano's management and representatives of the interested parties. After reviewing the discussions with the interested parties, Copano's board of directors directed members of Copano's management, as well as Copano's legal and financial advisors, to begin preparation of a data room containing confidential information about Copano.

        During late October and early November 2012, confidentiality agreements were drafted by Wachtell Lipton and were negotiated with and executed by Kinder Morgan and two other potential transaction partners. In mid-November 2012, the three parties that executed confidentiality agreements began their review of the materials in the data room and had initial meetings with members of Copano's management. On November 19, 2012, Copano's board of directors discussed with members of Copano's management and representatives of Barclays and Wachtell Lipton the current status of the discussions.

        On November 21, 2012, initial bid instruction letters were sent by Barclays to the three potentially interested parties, including Kinder Morgan, requesting a response by December 11, 2012. On December 11, 2012, Copano received indicative proposals for a potential merger transaction from each of these parties. Each indication of interest contemplated an acquisition of all of the outstanding Copano common units in a unit-for-unit (all equity) exchange. The dollar value of these proposals ranged from $33.35 to $34.50 per Copano common unit. The value of the Kinder Morgan proposal was based on the dollar value indicated in its proposal, and the values of the proposals submitted by the other two parties were based on the closing prices of the equity securities of such parties as of December 10, 2012 and the exchange ratios given in the proposals. Kinder Morgan's proposal of $34.50 per Copano common unit (payable in Kinder Morgan common units) represented the high end of this range of values. Copies of the proposals were disseminated to the Copano directors.

        Later that week, Copano's board of directors met with members of Copano management and representatives of Barclays and Wachtell Lipton to discuss the indications of interest received. After discussion regarding the terms of the indications of interest and the capacity of each of the interested parties to engage in a merger transaction with Copano, Copano's board of directors determined that, although it was not prepared to move forward on any of the submitted indications of interest as proposed, Copano should continue to negotiate with the interested parties to determine if proposals representing greater value to Copano's unitholders could be obtained. The Copano board of directors directed Barclays to go back to the potential bidders seeking improved indications of interest. Copano's board of directors also directed its management and its advisors to conduct due diligence on the parties expressing interest in a merger transaction, in order help confirm the value and quality of the equity consideration proposed by the parties.

        Following this meeting, discussions continued between Copano and the parties expressing interest in a merger transaction regarding the financial terms of their proposals. During this time, in response to the requests for improved indications of interest, each of the three potentially interested parties indicated preliminarily in discussions with Barclays that it would be prepared to consider a higher level of consideration than initially proposed.

        Also during this time, Copano directors and management discussed their understanding of the professional relationships between Barclays and the potential merger partners, including Kinder Morgan, and Copano requested that Barclays provide pertinent information regarding its past services to potential merger parties. Copano's directors, senior management and counsel also discussed the advisability of retaining an additional investment banking firm to provide a separate analysis and opinion as to the fairness of the consideration to be paid in a potential merger.

        On December 20, 2012, Kinder Morgan submitted a revised indication of interest of $36.00 per Copano common unit (payable in Kinder Morgan common units), subject to the completion of due diligence. On December 22, 2012, representatives from Barclays informed Kinder Morgan that, based on Kinder Morgan's revised indication of interest, Copano was not interested in pursuing a transaction

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with Kinder Morgan and would proceed with an interested party other than Kinder Morgan. At this same time, Copano continued discussions with the other interested party, and on December 24, 2012 entered into a confidentiality agreement in favor of that party to enable Copano to perform due diligence on the interested party and the equity currency that party proposed to use in a potential transaction with Copano.

        On December 25, 2012, Kinder Morgan submitted a further revised indication of interest of $37.00 per Copano common unit (payable in Kinder Morgan common units), subject to the completion of due diligence. On January 3, 2013, in response to requests by Barclays that Kinder Morgan specify the exchange ratio represented by its proposal, Kinder Morgan stated that its proposal represented an exchange ratio of 0.4563 Kinder Morgan common units per Copano common unit (which, based on the closing price of Kinder Morgan's common units on January 3, 2013, was equivalent to $38.38 per Copano common unit).

        In connection with the further revised indication of interest submitted by Kinder Morgan, representatives of Kinder Morgan requested that Copano agree to negotiate exclusively with Kinder Morgan for a set period with respect to a potential transaction. Copano determined not to accept Kinder Morgan's request for exclusivity, but proposed having Kinder Morgan continue to participate in the sale process on a non-exclusive basis, subject to reimbursement of a portion of Kinder Morgan's expenses in pursuing a transaction. After discussion, Kinder Morgan and Copano agreed that Copano would reimburse Kinder Morgan's expenses, up to $1.5 million in total, if Copano entered into a definitive merger agreement with a competing bidder within a certain timeframe.

        Concurrently with these discussions, during the time period of late-December 2012 and early-January 2013, Copano and representatives of Wachtell Lipton prepared a proposed form of merger agreement to provide to interested parties upon a determination to move forward with such parties. In addition, in order to facilitate due diligence by Copano on Kinder Morgan and the third interested party, and the equity currency those parties proposed to use in a potential transaction with Copano, on January 7, 2012 Copano entered into a confidentiality agreement with the third interested party with respect to confidential information of such party, and on January 17, 2013 Copano entered into a confidentiality agreement with Kinder Morgan with respect to Kinder Morgan's confidential information.

        In early- and mid-January 2013, senior management of Copano, along with representatives of Barclays, had meetings with the interested parties (including Kinder Morgan) for the purpose of conducting due diligence on such interested parties. Several non-management members of Copano's board of directors also participated in the due diligence meetings. In early January 2013, Copano's draft merger agreement was provided to interested parties including Kinder Morgan. By mid-January, one of the potentially interested parties other than Kinder Morgan had rescinded its earlier indication to Barclays that it would increase its proposed merger consideration and the other had elected to withdraw from the process. Negotiations between Copano and Kinder Morgan continued with respect to the terms of a potential acquisition, including the terms of a draft merger agreement for such transaction. In conjunction with this process, Kinder Morgan requested an agreement with TPG Copenhagen, L.P., which is referred to as TPG, pursuant to which TPG would agree to vote all of its Copano units (including its Series A convertible preferred units) in favor of a merger with Kinder Morgan and otherwise agree to support such a transaction, and Kinder Morgan, TPG and Copano then negotiated the terms of a draft voting agreement.

        On January 17, 2013, Copano's board of directors met with members of Copano's management and representatives from Barclays and Wachtell Lipton to discuss various issues relating to a potential merger transaction including the status of the process and the potential terms of definitive agreements for a merger. The Copano board of directors, which had previously discussed Barclays' substantial investment banking relationship with Kinder Morgan and its affiliates (such relationship is described in "—Opinions of Copano's Financial Advisors—Barclays Fairness Opinion"), was provided with

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information from Barclays regarding the amount of underwriting and investment banking fees paid by Kinder Morgan and its affiliates to Barclays for services rendered by Barclays in recent years. At this meeting, on the recommendation of Copano management, Copano's board of directors authorized the engagement of Jefferies & Company, Inc., which is referred to as Jefferies, to perform a separate analysis of, and to provide an additional opinion as to, the fairness, from a financial point of view, to Copano's common unitholders of the consideration to be received by such common unitholders in a potential transaction.

        During the latter half of January 2013, Copano and Kinder Morgan continued to negotiate the terms of a potential merger agreement and, with TPG, the terms of a potential voting agreement. On January 23, 2013, Copano's board of directors received from members of Copano's management and representatives of Barclays and Wachtell Lipton a further update on the progress of these discussions with Kinder Morgan. Negotiations of the draft agreements, including the terms of the voting agreement with TPG, and the due diligence review of Kinder Morgan continued, and the parties exchanged drafts of related documents, including disclosure schedules and a proposed mutual press release announcing a transaction.

        On January 29, 2013, the boards of directors of Kinder Morgan Management, Kinder Morgan GP and KMI had a joint telephonic meeting to review and consider the proposed merger with Copano and related transactions. Present at the meeting were members of the companies' senior management and representatives of Citigroup Global Markets Inc., financial advisor to Kinder Morgan, which is referred to as Citi. At the meeting, the companies' senior management reviewed the strategic rationale for the proposed merger, presented updates since the January 16, 2013 board meetings, discussed Kinder Morgan GP's potential waiver of a portion of its incentive distributions from Kinder Morgan in connection with the merger, and presented certain material terms of the proposed merger agreement. Citi discussed with the boards certain financial aspects of the proposed merger. Following the review, the independent members of Kinder Morgan Management's and Kinder Morgan GP's boards of directors excused themselves from the call and KMI's board of directors continued with a separate meeting. At such separate meeting, following further discussion, the independent members of the board of directors (the non-independent members abstaining) of KMI, being the indirect owner of the common equity of Kinder Morgan GP, unanimously approved a waiver by Kinder Morgan GP of a portion of Kinder Morgan GP's incentive distributions from Kinder Morgan in connection with the merger. The members of Kinder Morgan Management's and Kinder Morgan GP's boards of directors who had excused themselves from the call then rejoined the call. A separate meeting of the Kinder Morgan GP's and Kinder Morgan Management's board of directors then commenced and the directors were told that the independent members of KMI's board of directors (the non-independent members abstaining) had unanimously approved a waiver by Kinder Morgan GP of a portion of Kinder Morgan GP's incentive distributions from Kinder Morgan in connection with the merger. Following a discussion, the independent members of Kinder Morgan GP's board of directors (the non-independent members abstaining) unanimously approved Kinder Morgan GP's waiver of a portion of its incentive distributions from Kinder Morgan in connection with the merger. Additionally, Kinder Morgan GP's board of directors unanimously approved the entering into the merger agreement and the voting agreement, and the transactions contemplated by such agreements. Lastly, Kinder Morgan Management's board of directors unanimously approved the entering into the merger agreement and voting agreement and the transactions contemplated by such agreements, including the issuance of Kinder Morgan common units as consideration.

        During the late afternoon of January 29, 2013, Copano's board of directors met in Houston with members of Copano's management and representatives of Barclays, Jefferies and Wachtell Lipton to consider a proposed merger agreement between Copano and Kinder Morgan and its affiliates. At this meeting, R. Bruce Northcutt, Copano's President and Chief Executive Officer, summarized the process that Copano had conducted over the preceding months in reaching out and negotiating with potential interested parties, and summarized the principal elements of the proposed transaction with Kinder

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Morgan. Representatives of each of Barclays and Jefferies presented to the Copano board of directors financial data and analyses with respect to Kinder Morgan, Copano and the proposed transaction. Representatives of Barclays rendered Barclays' oral opinion to Copano's board of directors (which opinion was subsequently confirmed in writing) that, as of the date of the meeting, and based upon and subject to the qualifications, limitations and assumptions stated in such opinion, the exchange ratio in the proposed transaction was fair, from a financial point of view, to Copano common unitholders. Representatives of Jefferies rendered Jefferies' oral opinion to Copano's board of directors (which opinion was subsequently confirmed in writing) that, as of the date of the meeting, and based upon and subject to the qualifications, limitations and assumptions stated in such opinion, the consideration to be paid in the proposed transaction was fair, from a financial point of view, to Copano common unitholders. Representatives of Wachtell Lipton advised the members of Copano's board of directors on their legal and fiduciary duties in connection with the consideration and potential approval of the proposed merger agreement and voting agreement (and related transactions), and described to Copano's board of directors the terms of the merger agreement and voting agreement (and related transactions), including the proposed treatment in the merger of Copano's common units, Series A convertible preferred units and various equity compensation awards previously awarded by Copano. Following discussion, Copano's board of directors unanimously determined that the merger agreement, the voting agreement, the merger and the other transactions contemplated by the merger agreement and voting agreement were in the best interests of Copano and its unitholders, declared it advisable to enter into the merger agreement and the voting agreement and approved the execution, delivery and performance of the merger agreement and the voting agreement, and the transactions contemplated by the merger agreement and the voting agreement.

        The merger agreement and voting agreement were entered into by the parties on January 29, 2013. On the evening of January 29, 2013, Copano and Kinder Morgan issued a joint press release announcing the execution of the merger agreement and the voting agreement.

Certain Relationships Between Kinder Morgan and Copano

Eagle Ford Gathering LLC

        Eagle Ford Gathering LLC, a joint venture that provides natural gas gathering, transportation and processing services to natural gas producers in the Eagle Ford shale gas formation in South Texas, is owned 50% by Kinder Morgan and 50% by Copano. Copano serves as managing member of Eagle Ford Gathering LLC and operator of the natural gas gathering assets owned by Eagle Ford Gathering LLC, other than those assets owned by Eagle Ford Gathering LLC's subsidiary, Eagle Ford Crossover LLC, and receives a management fee for such services. Kinder Morgan serves as operator of the natural gas gathering assets owned by Eagle Ford Crossover LLC, and receives a management fee for such services. In addition, each of Kinder Morgan and Copano is party to commercial agreements with Eagle Ford Gathering LLC or Eagle Ford Crossover LLC. Pursuant to these agreements, Kinder Morgan provides Eagle Ford Gathering LLC or Eagle Ford Crossover LLC with natural gas transportation and related services, and Copano provides Eagle Ford Gathering LLC with natural gas processing and related services.

Other Agreements

        Copano and Kinder Morgan are parties to commercial agreements pursuant to which Kinder Morgan provides natural gas transportation and related services to Copano and Copano provides natural gas processing and related services to Kinder Morgan.

Recommendation of the Copano Board of Directors and Its Reasons for the Merger

        By a vote at a meeting held on January 29, 2013, the Copano board of directors unanimously determined that the merger agreement, the voting agreement, the merger and the other transactions

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contemplated by the merger agreement and voting agreement were in the best interests of Copano and its unitholders, declared it advisable to enter into the merger agreement and the voting agreement and approved the execution, delivery and performance of the merger agreement and the voting agreement, and the transactions contemplated by the merger agreement and the voting agreement. Copano's board of directors unanimously recommends that the Copano unitholders vote "FOR" the proposal to adopt the merger agreement at the Copano special meeting.

        In evaluating the proposed transactions, Copano's board of directors consulted with Copano's management and its legal and financial advisors and, in reaching its determination and recommendation, Copano's board of directors considered a number of factors. Copano's board of directors also consulted with outside legal counsel regarding its obligations, legal due diligence matters and the terms of the merger agreement and the voting agreement.

        The material factors considered by Copano's board of directors in determining that the merger agreement and the voting agreement and the transactions contemplated by the merger agreement and the voting agreement are advisable and in the best interests of Copano and its unitholders include, in addition to the matters discussed by the Copano board of directors as described under "—Background of the Merger," the following:

•

The aggregate value of the merger consideration to be received by Copano common unitholders in the merger.



•

That the merger consideration with a value of $40.92 per Copano common unit, based upon the closing price of Kinder Morgan common units (of $89.67 per common unit) on January 28, 2013 (the last trading date before the date of the Copano board meeting and execution of the merger agreement), represented a premium of:



•

22.4% to the closing price of Copano common units on the same date;



•

38.4% to the closing price of Copano common units on the date that was 30 days prior to such date; and



•

18.5% to Copano's 52-week average closing price.



•

The potential unitholder value that might result from other alternatives available to Copano, taking into account the process that Copano had undertaken that resulted in entering into the merger agreement with Kinder Morgan, and including the alternative of remaining an independent public company and pursuing Copano's existing and planned development projects and considering the risks and uncertainties associated with continuing to operate as a public company and the ability to achieve the valuations in comparison to the proposed transaction.



•

The results of Copano's efforts to solicit acquisition proposals from several potential merger counterparties.



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The ability of the Copano board of directors under the merger agreement to receive, consider and negotiate unsolicited alternative merger proposals even after signing and announcement of the merger agreement.



•

The right and ability of the Copano board of directors to change its recommendation to Copano unitholders that they vote to adopt the merger agreement, subject to the terms and conditions set forth in the merger agreement.



•

That the proposed transactions would enhance Copano's assets, customer opportunities and service capabilities and would enable Copano to expand significantly its midstream services footprint, including by giving Copano access to Kinder Morgan's substantial funding capacity and access to the capital markets.

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•

That receipt of Kinder Morgan common units in the merger would give Copano common unitholders a security with significantly increased liquidity, as well as giving such common unitholders additional midstream value-chain diversification (including increased cash flow stability).



•

The belief of Copano's board of directors that the shared core values of Copano and Kinder Morgan, and their dedication to pursuing new development projects to increase unitholder value, would assist in integration of the companies and enhance customer service going forward.



•

Copano's board of directors' familiarity with, and understanding of, Copano's business, assets, financial condition, results of operations, current business strategy and prospects, and the benefits to a combined Kinder Morgan-Copano organization of Copano's gathering and processing expertise.



•

The financial analysis of Barclays presented to Copano's board of directors at the meeting held on January 29, 2013 and the oral opinion of that firm delivered to Copano's board of directors on that date, which was confirmed by delivery of a written opinion dated January 29, 2013, that, as of such date and based upon and subject to the limitations and assumptions set forth therein, the exchange ratio to be offered to Copano common unitholders pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below under "—Opinions of Copano's Financial Advisors." The full text of the written opinion of Barclays, dated January 29, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement/prospectus.



•

The financial analysis of Jefferies presented to Copano's board of directors at the meeting held on January 29, 2013 and the oral opinion of that firm delivered to Copano's board of directors on that date, which was confirmed by delivery of a written opinion dated January 29, 2013, that, as of such date and based upon and subject to the limitations and assumptions set forth therein, the merger consideration to be offered to Copano common unitholders pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described below under "—Opinions of Copano's Financial Advisors." The full text of the written opinion of Jefferies, dated January 29, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this proxy statement/prospectus.



•

Information and discussions with Copano's management and its financial advisors, as well as discussions between representatives of Copano and representatives of Kinder Morgan, regarding Kinder Morgan's business, assets, financial condition, results of operations, business plan and prospects (for Kinder Morgan as well as for the proposed combined company), including recent management changes announced by Kinder Morgan.



•

The possibility that the combined company would achieve greater returns for unitholders than Copano as a stand-alone company.



•

That the merger consideration is payable in Kinder Morgan common units, providing Copano common unitholders with the opportunity to participate in the equity value of the combined organization following the proposed merger, with Copano common unitholders expected to hold approximately 10 percent of the combined organization's units outstanding immediately after the proposed merger, and the relative rights of common unitholders in Copano compared to common unitholders in Kinder Morgan (see "Comparison of Rights of Kinder Morgan Unitholders and Copano Unitholders").



•

That completion of the merger requires the affirmative vote of holders of at least a majority of the outstanding Copano common units and Series A convertible preferred units, voting together as a single class on an "as if" converted basis.

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•

That Kinder Morgan currently pays regular quarterly cash distributions on its common units and that, after the merger is consummated, Copano's common unitholders will be entitled to receive distributions paid by Kinder Morgan on its common units (and that, between the date of the merger agreement and the date the merger is consummated, Copano common unitholders will be entitled to continue to receive Copano's regular quarterly distributions (up to $0.575 per Copano common unit)).



•

The review by Copano's board of directors with its legal and financial advisors of the structure of the proposed transactions and the financial and other terms of the merger agreement, including the parties' representations, warranties and covenants, the conditions to their respective obligations and the termination and termination fee provisions, the provisions relating to Copano's ability to engage in negotiations with respect to a competing transaction should one be proposed, as well as the likelihood of consummation of the proposed transactions and Copano's board of director's evaluation of the likely time period necessary to close the transactions.



•

That the merger consideration generally will not be taxable for U.S. federal income tax purposes to Copano's common unitholders.



•

That because the merger consideration is a fixed exchange ratio of Kinder Morgan common units to Copano common units, fluctuations in the market value of Kinder Morgan common units during the pendency of the merger agreement may affect the dollar value of the consideration received by holders of Copano common units when the merger is completed.



•

The risks of the type and nature described under the section titled "Risk Factors."

        Copano's board of directors considered all of these factors as a whole and, on balance, concluded that they supported a determination to approve the merger agreement. The foregoing discussion of the information and factors considered by Copano's board of directors is not exhaustive. In view of the wide variety of factors considered by Copano's board of directors in connection with its evaluation of the proposed merger and the complexity of these matters, Copano's board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Copano's board of directors evaluated the factors described above, among others, and reached a consensus that the proposed transactions were advisable, fair to and in the best interests of Copano and its unitholders. In considering the factors described above and any other factors, individual members of Copano's board of directors may have viewed factors differently or given different weight or merit to different factors.

        In considering the recommendation of Copano's board of directors to adopt the merger agreement and the voting agreement and to approve the transactions contemplated by the merger agreement and the voting agreement, Copano unitholders should be aware that the executive officers and directors of Copano may have certain interests in the proposed transactions that may be different from, or in addition to, the interests of Copano unitholders generally. Copano's board of directors was aware of these interests and considered them when approving the merger agreement and recommending that Copano unitholders vote to adopt the merger agreement and the transactions contemplated by the merger agreement. See "—Interests of the Copano Directors and Executive Officers in the Merger" and "—Certain Relationships Between Kinder Morgan and Copano."

Opinions of Copano's Financial Advisors

Barclays Fairness Opinion

        Copano engaged Barclays to act as Copano's financial advisor in connection with a potential sale of the company. On January 29, 2013, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Copano board of directors that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of

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view, the exchange ratio of 0.4563 Kinder Morgan common units per Copano common unit offered to the holders of Copano common units in the merger was fair to such unitholders.

        The full text of Barclays' written opinion, dated as of January 29, 2013, is attached hereto as Annex C. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. Copano encourages holders of Copano common units to read the opinion carefully and in its entirety. The following is a summary of Barclays' opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Valuation and Fairness Opinion Committee, is addressed to the Copano board of directors, addresses only the fairness, from a financial point of view, of the exchange ratio to be offered to the holders of Copano common units and does not constitute a recommendation to any unitholder of Copano as to how such unitholder should vote or act with respect to the merger or any other matter. The terms of the merger were determined through arm's-length negotiations between Copano and Kinder Morgan and were approved unanimously by the Copano board of directors. Barclays did not recommend any specific form of consideration to Copano or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays was not requested to address, and its opinion does not in any manner address, Copano's underlying business decision to proceed with or effect the merger. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the consideration to be offered to the holders of Copano common units in the merger. No limitations were imposed by the Copano board of directors upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

        In arriving at its opinion, Barclays reviewed and analyzed, among other things:

•

the merger agreement and the specific terms of the merger;



•

publicly available information concerning Copano, Kinder Morgan, KMI, Kinder Morgan Management and El Paso Pipeline Partners, L.P. that Barclays believed to be relevant to its analysis, including each of Copano's, Kinder Morgan's, KMI's, Kinder Morgan Management's and El Paso Pipeline Partners, L.P.'s Annual Reports on Form 10-K for the fiscal year ended December 31, 2011 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2012, June 30, 2012 and September 30, 2012 and the information statement/proxy statement/prospectus, dated March 23, 2012, relating to the acquisition of El Paso Corporation, which is referred to as El Paso, by KMI;



•

financial and operating information with respect to the businesses, operations and prospects of Copano furnished to Barclays by Copano, including financial projections of Copano under alternative scenarios prepared by management of Copano, which are referred to as the Copano Projections;



•

financial and operating information with respect to the businesses, operations and prospects of Kinder Morgan, including financial projections of Kinder Morgan prepared by management of Kinder Morgan GP for the fiscal year ending December 31, 2013 and annual expected Kinder Morgan unitholder distribution growth for the five-year period ending December 31, 2016, which are referred to collectively as the Kinder Morgan Projections;



•

consensus estimates published by Thomson Reuters I/B/E/S of independent equity research analysts with respect to (i) the future financial performance and price targets of Copano, which are referred to as the Copano Research Projections, and (ii) the future financial performance and price targets of Kinder Morgan, which are referred to as the Kinder Morgan Research Projections;

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•

the trading history of the Copano common units from January 31, 2011 to January 28, 2013 and a comparison of that trading history with those of other companies that Barclays deemed relevant;



•

the trading history of the Kinder Morgan common units from January 31, 2011 to January 28, 2013 and a comparison of that trading history with those of other companies that Barclays deemed relevant;



•

a comparison of the trading history of the Copano common units and the Kinder Morgan common units with each other from January 30, 2012 to January 28, 2013;



•

a comparison of the historical financial results and present financial condition of Copano and Kinder Morgan with each other and with those of other companies that Barclays deemed relevant;



•

a comparison of the financial terms of the merger with the financial terms of certain other transactions that Barclays deemed relevant;



•

the potential pro forma impact of the merger on the current and future financial performance of the combined organization, including the amounts and timing of (i) cost savings and operating synergies to result from the merger and (ii) the GP Giveback, as defined below under "—Pro Forma Merger Consequences Analysis," expected by the management of Kinder Morgan GP to result from the merger;



•

the relative trading liquidity of the Copano common units and the Kinder Morgan common units;



•

the results of Barclays' efforts to solicit indications of interest from selected third parties with respect to a potential transaction with Copano; and



•

alternatives available to Copano on a stand-alone basis to fund its future capital and operating requirements.

        In addition, Barclays had discussions with the managements of Copano and Kinder Morgan GP concerning their respective businesses, operations, assets, liabilities, financial conditions and prospects and undertook such other studies, analyses and investigations as Barclays deemed appropriate.

        In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and has not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of the managements of Copano and Kinder Morgan GP that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Copano Projections, upon the advice of Copano, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Copano as to Copano's future financial performance and Barclays relied on such projections in performing its analysis. With respect to the Kinder Morgan Projections, upon the advice of Kinder Morgan GP, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Kinder Morgan GP as to the future financial performance of Kinder Morgan and Barclays relied on such projections in performing its analysis. Additionally, upon advice of Copano, Barclays considered and relied upon the Copano Research Projections and the Kinder Morgan Research Projections. With respect to the GP Giveback, Barclays assumed, upon the advice of Kinder Morgan GP, that the amount and timing of the GP Giveback were reasonable as estimated by the management of Kinder Morgan GP and Barclays also assumed, upon the advice of Kinder Morgan GP, that the GP Giveback would be realized substantially in accordance with such estimates. In addition, based on discussions with the managements of Copano and Kinder Morgan GP and with the consent of Copano, Barclays assumed for the purposes of its analysis that cost savings and operating synergies will

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result from the merger. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Copano or Kinder Morgan and did not make or obtain any evaluations or appraisals of the assets or liabilities of Copano or Kinder Morgan. Barclays' opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, January 29, 2013. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after the delivery of its opinion to Copano on January 29, 2013. In addition, Barclays expressed no opinion as to the prices at which (i) the Copano common units or the Kinder Morgan common units would trade at any time following the announcement of the merger or (ii) the Kinder Morgan common units will trade at any time following the consummation of the merger.

        In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the Copano common units or the Kinder Morgan common units but rather made its determination as to fairness, from a financial point of view, to the holders of Copano common units of the exchange ratio to be offered to such holders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

        The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Copano board of directors. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, Barclays made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Copano or any other parties to the merger. None of Copano, Kinder Morgan, Kinder Morgan GP, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.

Summary of Analyses

        The following is a summary of the material financial analyses performed by Barclays with respect to Copano and Kinder Morgan in preparing Barclays' opinion:

•

discounted cash flow analysis;



•

comparable company analysis;



•

analysis of equity research analyst price targets; and



•

in the case of Copano, comparable transactions analysis.

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        Each of these methodologies was used to generate reference enterprise or equity value ranges for Copano and reference per unit equity value ranges for the Kinder Morgan common units. Based on discussions with the management of Copano, the enterprise value ranges for Copano were adjusted for estimates of appropriate on-balance sheet and off-balance sheet assets and liabilities, as of December 31, 2012, to arrive at implied equity value ranges (in aggregate dollars) for Copano. The implied equity value range for Copano was then divided by diluted units outstanding, comprised of primary units and incorporating the dilutive effect of the Series A convertible preferred units owned by TPG, which are referred to as the TPG units, outstanding including the applicable change of control provisions, outstanding options, restricted units, phantom units and unit appreciation rights using the treasury share method, as applicable, in order to derive implied equity value ranges per unit for Copano. For the discounted cash flow analysis, the comparable transaction analysis and the analysis of equity research analyst price targets, the implied equity value ranges per unit of Copano common units and per unit of Kinder Morgan common units were used to derive implied exchange ratios which were then compared to the exchange ratio in the merger.

        In addition to analyzing the value of the Copano common units and the Kinder Morgan common units, Barclays also analyzed and reviewed: (i) the daily historical closing prices of the Copano common units and the Kinder Morgan common units and the exchange ratios implied by those closing unit prices for the period from January 30, 2012 to January 28, 2013; (ii) certain publicly available information related to the Selected Transactions (as defined below) to calculate the amount of premiums paid by the acquirers to the acquired company's unitholders; (iii) the pro forma impact of the merger on the current and future financial performance and credit profile of the combined organization for (a) projected estimates for 2013, 2014, 2015 and 2016 for distributions per unit, which are referred to as LP Distributions, and general partner distributed cash flow, which are referred to as GP Distributions, for the combined organization based on the Copano Projections and the Kinder Morgan Projections and (b) projected estimates for 2013 and 2014 for LP Distributions and GP Distributions for the combined organization based on the Copano Research Projections and the Kinder Morgan Research Projections.

        In particular, in applying the various valuation methodologies to the particular businesses, operations and prospects of Copano and Kinder Morgan, and the particular circumstances of the merger, Barclays made qualitative judgments as to the significance and relevance of each analysis. In addition, Barclays made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Copano and Kinder Morgan. Such qualitative judgments and assumptions of Barclays were made following discussions with the management of each of Copano and Kinder Morgan. Accordingly, the methodologies and the implied exchange ratio ranges derived therefrom must be considered as a whole and in the context of the narrative description of the financial analyses, including the assumptions underlying these analyses. Considering the implied exchange ratios without considering the full narrative description of the financial analyses, including the assumptions underlying these analyses, could create a misleading or incomplete view of the process underlying, and conclusions represented by, Barclays' opinion.

        The implied exchange ratios, derived using the various valuation methodologies listed above, supported the conclusion that the exchange ratio of 0.4563 Kinder Morgan common units per Copano common unit to be offered to the holders of Copano common units was fair, from a financial point of view, to such holders.

Discounted Cash Flow Analysis

        In order to estimate the present values of the Copano common units and the Kinder Morgan common units and the exchange ratios implied therefrom, Barclays performed discounted cash flow analyses of each of Copano and Kinder Morgan. A discounted cash flow analysis is a traditional valuation methodology used to derive the valuation of an asset by calculating the "present value" of

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estimated future cash flows of the asset. "Present value" refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a range of discount rates that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

        With respect to Copano, the discounted cash flow analysis was performed using the Copano Case I Projections and the Copano Case II Projections (see "Proposal 1: The Merger—Copano Projected Financial Information" for a further description of the Copano Case I Projections and Copano Case II Projections). To calculate the estimated enterprise value ranges in the discounted cash flow analyses for Copano for each of the Copano Case I Projections and Copano Case II Projections, Barclays added (i) unlevered free cash flows for fiscal years 2013 through 2016 to (ii) the residual enterprise value at the end of the forecast period, or the "terminal value" of Copano, as of December 31, 2016, and discounted such amounts to their net present value using a range of selected discount rates. For each case, Barclays used a nominal discount rate range of 8.0% to 10.5%. The discount rates were based on Barclays' analysis in accordance with the capital asset pricing model of the weighted average cost of capital for Copano as well as the weighted average cost of capital for gathering and processing, referred to as G&P, master limited partnerships, each of which is referred to as an MLP, with similar size and similar operations, to Copano, as applicable. The terminal value of Copano was estimated by applying enterprise value multiples ranging from 10.0x to 14.0x to the estimate of the earnings before interest, taxes and depreciation and amortization, referred to as EBITDA, for 2016 for Copano for each of the Copano Case I Projections and Copano Case II Projections, respectively. Such enterprise value multiples were derived using information from the comparable company analysis described below and based upon Barclays' professional judgment.

        To calculate the estimated per unit equity value range of Kinder Morgan common units using discounted cash flow analysis, Barclays added (i) projected distributions per Kinder Morgan common unit for fiscal years 2013 through 2016 based on the Kinder Morgan Projections to (ii) the terminal value of Kinder Morgan's common unit price, as of December 31, 2016, and discounted such amounts to their net present value using a range of selected discount rates. Specifically, Barclays used a discount rate range of 10.0% to 14.0%. The discount rates were based on Barclays' analysis in accordance with the cost of equity capital for MLPs with similar size and operations to those of Kinder Morgan, as applicable. The cost of equity capital was calculated as the current yield, based on the latest announced annualized distribution for each such MLP divided by the applicable limited partner unit price as of January 28, 2013, plus the 2-year projected cumulative annual distribution growth rate, calculated using Kinder Morgan Research Projections for 2013 and 2014. The terminal value of Kinder Morgan's common unit price was estimated by applying long-term yields ranging from 6.5% to 4.5% to Kinder Morgan's 2016 estimated LP Distribution. Such long-term yields were derived using information from the comparable company analysis described below and based upon Barclays' professional judgment.

        Based upon Barclays' judgments, the discounted cash flow methodology yielded implied exchange ratios ranging from 0.3139 to 0.5325 Kinder Morgan common units per Copano common unit for the Copano Case I Projections and Kinder Morgan Projections and ranging from 0.3749 to 0.6630 Kinder Morgan common units per Copano common unit for the Copano Case II Projections and Kinder Morgan Projections. Barclays noted that the exchange ratio to be offered to holders of Copano common units of 0.4563 Kinder Morgan common units per Copano common unit falls within the implied exchange ratio range for both cases.

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Comparable Company Analysis

        In order to assess how the public market values units of similar publicly traded MLPs, Barclays reviewed and compared specific financial and operating data relating to Copano and Kinder Morgan to that of MLPs selected by Barclays based on Barclays' experience with MLPs.

        With respect to Copano, Barclays reviewed the public stock market trading statistics for the following MLPs, which Barclays selected because of their generally similar size and asset characteristics, including operations in the G&P industry, as compared to Copano. The MLPs selected were:

•

Access Midstream Partners, L.P.



•

Atlas Pipeline Partners, L.P.



•

Crestwood Midstream Partners LP



•

Crosstex Energy, L.P.



•

DCP Midstream Partners, LP



•

Markwest Energy Partners, L.P.



•

Regency Energy Partners LP



•

Southcross Energy Partners, L.P.



•

Summit Midstream Partners, LP



•

Targa Resources Partners LP



•

Western Gas Partners, LP

        Using publicly available information, Barclays calculated and analyzed last quarter annualized distribution, referred to as LQA Distribution, yields and distributable cash flow per unit, referred to as DCF per Unit, yields for each of the comparable MLPs selected. DCF per Unit was based on Wall Street Research (as defined below) using Copano Research Projections for EBITDA in 2012, 2013 and 2014. The results of the Copano comparable company analysis are summarized below:

        Barclays selected the comparable G&P MLPs listed above because their business and operating profiles are reasonably similar to that of Copano. However, because of the inherent differences between the business, operations and prospects of Copano and those of the selected comparable MLPs, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Copano and the selected comparable MLPs that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degrees of operational risk between Copano and the selected MLPs included in the comparable company analysis.

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        With respect to Kinder Morgan, Barclays reviewed the public stock market trading statistics for the following MLPs, which Barclays selected because of their generally similar size and asset characteristics as compared to Kinder Morgan. The MLPs selected were:

•

Enbridge Energy Partners, L.P.



•

Energy Transfer Partners, L.P.



•

Enterprise Products Partners L.P.



•

ONEOK Partners, L.P.



•

Plains All American Pipeline, L.P.



•

Williams Partners L.P.

        Using publicly available information, Barclays calculated and analyzed LQA Distribution yields and DCF per Unit yields. DCF per Unit was based on Wall Street Research using Kinder Morgan Research Projections for EBITDA in 2012, 2013 and 2014. The results of the Kinder Morgan comparable company analysis are summarized below:

        Barclays selected the comparable MLPs listed above because their business and operating profiles are reasonably similar to that of Kinder Morgan. However, because of the inherent differences between the business, operations and prospects of Kinder Morgan and those of the selected comparable MLPs, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Kinder Morgan and the selected comparable MLPs that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degrees of operational risk between Kinder Morgan and the selected MLPs included in the comparable company analysis.

        Based upon Barclays' judgments, Barclays' comparable company analysis yielded implied exchange ratios ranging from 0.2800 to 0.5241 Kinder Morgan common units per Copano common unit. Barclays noted that the exchange ratio to be offered to holders of Copano common units of 0.4563 Kinder Morgan common units per Copano common unit falls within the implied exchange ratio range as calculated in Barclays' comparable company analysis.

Analysis of Equity Research Analyst Price Targets

        Barclays evaluated the publicly available price targets of Copano common units and Kinder Morgan common units published by independent equity research analysts associated with various Wall Street firms, which is referred to as Wall Street Research. Barclays used these research analyst price targets to calculate implied equity value per unit ranges for each of the Copano common units and the Kinder Morgan common units. Barclays' analysis of equity research analyst price targets yielded implied

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exchange ratios ranging from 0.3061 to 0.4940 Kinder Morgan common units per Copano common unit. Barclays noted that the exchange ratio to be offered to holders of Copano common units of 0.4563 Kinder Morgan common units per Copano common unit falls within the implied exchange ratio as calculated by Barclays' analysis of equity research price targets.

Comparable Transactions Analysis

        With respect to the comparable transactions analysis for Copano, Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions, referred to as the Selected Transactions, that Barclays deemed relevant based on its experience with merger and acquisition transactions involving MLPs. The Selected Transactions consist of every MLP merger and acquisition transaction announced since October 1997 in which all of the issued and publicly held outstanding units of the target MLP were exchanged for units of the acquiring MLP:

•

Duncan Energy Partners L.P. / Enterprise Products Partners L.P. (April 2011)



•

TEPPCO Partners, L.P. / Enterprise Products Partners L.P. (June 2009)



•

Pacific Energy Partners, L.P. / Plains All American Pipeline, L.P. (June 2006)



•

Kaneb Pipe Line Partners, L.P. / Valero L.P. (November 2004)



•

Gulfterra Energy Partners, L.P. / Enterprise Products Partners L.P. (December 2003)



•

Santa Fe Pacific Pipeline Partners, L.P. / Kinder Morgan Energy Partners, L.P. (October 1997)

        Using publicly available information, Barclays calculated and analyzed enterprise multiples of last twelve month, referred to as LTM, EBITDA and equity value multiples of LTM DCF for the Selected Transactions. The results of the comparable transaction analysis are summarized below:

        The reasons for and the circumstances surrounding each of the Selected Transactions were diverse, and there are inherent differences between the businesses, operations, financial conditions and prospects of Copano and the MLPs included in the comparable transaction analysis. Accordingly, Barclays believed that a purely quantitative comparable transaction analysis would not be particularly meaningful in the context of considering the merger. Barclays therefore made qualitative judgments concerning differences between the characteristics of the Selected Transactions and the merger which would affect the acquisition values of the selected target MLPs and Copano. Based upon these judgments, Barclays' comparable transactions analysis yielded an equity value range for Copano of $26.39 to $36.83 per Copano common unit. Barclays noted that the implied value per Copano common unit in the merger, based on Kinder Morgan common unit's closing price of $89.67 on January 28, 2013 and the exchange ratio of 0.4563, was $40.92 per Copano common unit.

Historical Exchange Ratio Analysis

        To provide background information and perspective with respect to the historical unit prices of Copano common units and Kinder Morgan common units, Barclays reviewed the daily historical closing unit prices of the Copano common units and the Kinder Morgan common units for the period from January 30, 2012 to January 28, 2013. Barclays analyzed the ratio of the daily closing common unit price for Copano to the corresponding closing common unit price of Kinder Morgan over the one year period. In addition, Barclays reviewed the implied relative exchange ratio of the closing common unit

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price for Copano and closing common unit price of Kinder Morgan based on 5-day, 10-day, 30-day, 60-day, 90-day and one-year averages, respectively, as of January 28, 2013. This analysis implied relative exchange ratios ranging from 0.3768 to 0.3850 Kinder Morgan common units per Copano common unit which Barclays noted was below the exchange ratio to be offered to holders of Copano common units of 0.4563 Kinder Morgan common units per Copano common unit.

Premiums Analysis

        Barclays reviewed the Selected Transactions to calculate the amount of the premiums paid by the acquirers to the acquired MLPs' unitholders. For each of the Selected Transactions, Barclays calculated the premiums paid by the acquirer by comparing the per unit purchase price in each transaction to the historical unit price of the acquired MLP as of 1-day, 30-days, and 60-days prior to the announcement date. Barclays compared the premiums paid in the Selected Transactions to the premium levels in the merger based on closing prices as of January 28, 2013. The table below sets forth the summary results of the analysis:

Pro Forma Merger Consequences Analysis

        Barclays reviewed and analyzed the pro forma impact of the merger on projected LP Distributions and GP Distributions of the combined organization for each of 2013, 2014, 2015 and 2016 using (a) the Copano Case I Projections and the Kinder Morgan Projections, collectively referred to as the Case I Pro Forma Merger Analysis, (b) the Copano Case II Projections and the Kinder Morgan Projections, collectively referred to as the Case II Pro Forma Merger Analysis, and (c) the consensus Copano Research Projections and Kinder Morgan Research Projections for 2013 and 2014, collectively referred to as the Consensus Case Pro Forma Merger Analysis, respectively. Per Kinder Morgan GP's management, Barclays assumed that Kinder Morgan GP will forego incentive distributions from Kinder Morgan, which is referred to as the GP Giveback, in the amount of $120 million in each of 2014 and 2015 and $110 million in 2016. Barclays assumed a GP Giveback of $120 million in 2013 given that the analysis was performed on a full year 2013 basis; however, per Kinder Morgan GP's management, the 2013 GP Giveback will be dependent on the time of close. With respect to the Case I Pro Forma Merger Analysis, Barclays noted that pro forma LP Distribution would be break even to Kinder Morgan standalone LP Distributions for each of 2013, 2014, 2015 and 2016. In addition, Barclays noted that pro forma GP Distributions would be accretive to Kinder Morgan GP standalone GP Distributions in each of 2013, 2014, 2015 and 2016, respectively. With respect to the Case II Pro Forma Merger Analysis, Barclays noted that pro forma LP Distributions would be break even to Kinder Morgan standalone distributions for each of 2013 and 2014, respectively, and would be accretive to Kinder Morgan standalone LP Distributions in each of 2015 and 2016, respectively. In addition, Barclays noted that pro forma GP Distributions would be accretive to Kinder Morgan GP standalone GP Distributions in each of 2013, 2014, 2015 and 2016, respectively. With respect to the Consensus Case Pro Forma Merger Analysis, Barclays noted that pro forma distributions would be break even to Kinder Morgan

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standalone LP Distributions in each of 2013 and 2014 and that pro forma GP Distributions would be accretive to Kinder Morgan GP standalone GP Distributions in each of 2013 and 2014.

        Barclays noted that the pro forma LP Distributions per unit would be dilutive for holders of Copano common units on a standalone basis in each of 2013, 2014, 2015 and 2016, respectively, under both the Case I Pro Forma Merger Analysis and the Case II Pro Forma Merger Analysis. Barclays also noted that for the Consensus Case Pro Forma Merger Analysis, pro forma LP Distributions per unit would be accretive for holders of Copano common units in 2013 and dilutive for holders of Copano common units in 2014, respectively.

        Barclays also calculated the cumulative annual rate of return, referred to as the IRR, for holders of Copano common units implied by the pro forma analysis under each of the pro forma merger analyses performed. The IRR was calculated by utilizing the results of the pro forma analysis on a per unit basis and utilizing the Kinder Morgan common units LQA Distribution yield as of January 28, 2013. These pro forma implied IRRs for holders of Copano common units were compared to the standalone implied IRR per Copano common unit based upon the Copano Case I Projections, the Copano Case II Projections and the Copano Research Projections and the standalone LQA Distribution yield per Copano common unit as of January 28, 2013. Barclays noted that the pro forma IRRs calculated for holders of Copano common units in the Case I Pro Forma Merger Analysis were greater than the standalone implied IRRs in each of 2013, 2014, 2015 and 2016, respectively. Barclays also noted that the pro forma IRRs calculated for holders of Copano common units in the Case II Pro Forma Merger Analysis were greater than the standalone implied IRRs in 2013 and 2014, respectively, the same as the standalone implied IRR in 2015 and less than the standalone implied IRR in 2016. Barclays also noted that the pro form IRRs calculated in the Consensus Case Pro Forma Merger Analysis were greater than the standalone implied IRRs in each of 2013 and 2014, respectively.

        Barclays also performed a sensitivity analysis to the pro forma impact on projected LP Distributions and GP Distributions assuming different amounts of synergies in the merger. The synergies range evaluated was $0 per year, $25 million per year (which is the assumption throughout the pro forma analysis described previously) and $50 million per year. In regards to the pro forma distributions, assuming $50 million per year of synergies, Case I Pro Forma Merger Analysis and Case II Pro Forma Merger Analysis are both accretive to Kinder Morgan standalone LP Distributions in each of 2013, 2014, 2015, Case I Pro Forma Merger Analysis is break even in 2016 and Case II Pro Forma Merger Analysis is accretive in 2016. The Consensus Case Pro Forma Merger Analysis is break even to standalone LP Distributions in each of 2013 and 2014, respectively. In regards to GP Distributions, all cases are accretive to GP Distributions by Kinder Morgan GP in each of 2013 and 2014, and Case I Pro Forma Merger Analysis and Case II Pro Forma Merger Analysis are accretive in each of 2015 and 2016, respectively, assuming $0 per year, $25 million per year and $50 million per year of synergies.

General

        Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Copano's board of directors selected Barclays because of its familiarity with Copano and the MLPs that were approached as potential acquirers, and because of Barclays' qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, knowledge of the industries in which Copano and Kinder Morgan operate, as well as substantial experience in transactions comparable to the merger.

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        Barclays is acting as financial advisor to Copano in connection with the merger. As compensation for its services in connection with the merger, Copano will pay Barclays a fee of approximately $16.9 million upon completion of the merger, which is referred to as the success fee. Copano paid Barclays, upon delivery of the opinion by Barclays, a fee of $1 million, which is creditable against the success fee. In addition, Copano has agreed to reimburse Barclays for a portion of its reasonable expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by Copano and the rendering of Barclays' opinion. Barclays has performed various investment banking and financial services for Copano, KMI and their affiliates in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Specifically, in the past two years, Barclays has performed the following investment banking and financial services for Copano and its affiliates, for which Barclays received approximately $2.2 million in the aggregate in compensation: (i) in October 2012, Barclays acted as joint bookrunner on Copano's 6.5 million common units offering; (ii) in January 2012, Barclays acted as joint bookrunner on Copano's 5.8 million common units offering and (iii) Barclays is currently a lender in Copano's $700 million revolving credit facility. In addition, Barclays has performed the following investment banking and financial services for KMI and its affiliates, for which Barclays received approximately $114 million in the aggregate in compensation: (i) in December 2012, Barclays acted as sole bookrunner on Kinder Morgan's 4.5 million common units offering; (ii) in November 2012, Barclays acted as financial advisor to Kinder Morgan on the $3,300 million divestiture of Kinder Morgan Interstate Gas Transmission, Trailblazer Pipeline Company, the Casper-Douglas natural gas processing and West Frenchie Draw treating facilities and 50% of Rockies Express Pipeline; (iii) in October 2012, Barclays acted as sole bookrunner on KMI's 69.3 million share offering; (iv) in September 2012, Barclays acted as joint bookrunner on El Paso Pipeline Partners, L.P.'s 8.2 million common units offering; (v) in August 2012, Barclays acted as joint bookrunner on KMI's 66.7 million share offering; (vi) in August 2012, Barclays acted as joint bookrunner on Kinder Morgan Management's 10.1 million share offering; (vii) in August 2012, Barclays acted as financial advisor to KMI on the $6,220 million divestiture of 100% of Tennessee Gas Pipeline and 50% of El Paso Natural Gas pipeline to Kinder Morgan; (viii) in June 2012, Barclays acted as sole bookrunner on KMI's 63.0 million share offering; (ix) in May 2012, Barclays acted as financial advisor to KMI on the $7,150 million divestiture of El Paso's exploration and production business; (x) in May 2012, Barclays acted as financial advisor to KMI on the $37,800 million acquisition of El Paso; (xi) in February 2012, Barclays acted as joint bookrunner on Ruby Pipeline LLC's $1,075 million private placement of senior notes; (xii) in August 2011, Barclays acted as joint bookrunner on Kinder Morgan's $750 million notes offering; (xiii) in June 2011, Barclays acted as joint bookrunner on Kinder Morgan's 6.7 million common units offering; (xiv) in May 2011, Barclays acted as joint bookrunner on El Paso Pipeline Partners, L.P.'s 14.0 million common units offering; (xv) in March 2011, Barclays acted as joint bookrunner on El Paso Pipeline Partners, L.P.'s 13.8 million common units offering; (xvi) in February 2011, Barclays acted as joint bookrunner on KMI's 109.8 million share initial public offering; (xvii) Barclays is currently a lender in KMI's $5,000 million term loan; (xviii) Barclays is currently a lender in KMI's $1,750 million revolving credit facility; (xix) Barclays is currently a lender in Kinder Morgan's $2,200 million revolving credit facility; (xx) Barclays is currently a lender in El Paso Pipeline Partners, L.P.'s $1,000 million revolving credit facility and (xxi) Barclays is currently the repurchase agent on KMI's $250 million warrant repurchase program. Of the approximately $114 million of compensation referred to above, approximately $59 million related to secondary offerings of KMI shares, for which the selling stockholders selected the underwriters and paid their compensation.

        Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Copano and KMI and their respective affiliates for Barclays' own account and for

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the accounts of Barclays' customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Jefferies Fairness Opinion

        In connection with Kinder Morgan's merger proposal to Copano, the Copano board of directors retained Jefferies to provide Copano with financial advisory services and render an opinion as to the fairness, from a financial point of view, of the consideration to be paid to holders of Copano's common units (or the exchange ratio, in the case of a share-for-share transaction) in a possible sale or other business transaction or series of transactions involving the acquisition of a third party of all or a majority of Copano's and its subsidiary's equity or assets. At the meeting of the Copano board of directors on January 29, 2013, Jefferies rendered its oral opinion (subsequently confirmed in writing) to the Copano board of directors to the effect that, as of January 29, 2013, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in its opinion, the conversion of each outstanding common unit of Copano (including any common units held as a result of the conversion of any preferred units of Copano), other than common units owned by Copano, Kinder Morgan or Merger Sub, all of which will be canceled, into the right to receive 0.4563 common units of Kinder Morgan, which is referred to as the merger consideration, to be received by the holders of Copano common units pursuant to the merger agreement was fair, from a financial point of view, to such holders (other than Kinder Morgan, KMI, Merger Sub and their respective affiliates).

        The full text of Jefferies' written opinion, dated as of January 29, 2013, is attached to this proxy statement/prospectus as Annex D. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. Copano encourages its common unitholders to read the opinion carefully and in its entirety. Jefferies' opinion is directed to the Copano board of directors and addresses only the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by the Copano common unitholders in the merger. It does not address any other aspects of the merger and does not constitute a recommendation as to how any Copano common unitholder should vote on the merger or any matter relating thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

        Except as otherwise expressly provided in Jefferies' engagement letter with Copano, Jefferies' opinion may not be used or referred to by Copano, or quoted or disclosed to any person in any matter, without Jefferies' prior written consent. Jefferies has expressly consented to the inclusion of its opinion in this proxy statement/prospectus.

        In arriving at its opinion, Jefferies, among other things:

•

reviewed a draft dated January 28, 2013 of the merger agreement;



•

reviewed certain publicly available financial and other information about Copano;



•

reviewed certain information furnished to Jefferies by Copano's management, including the financial forecasts and analyses comprising the Copano Case II Projections, relating to the business, operations and prospects of Copano;



•

held discussions with members of senior management of Copano concerning the matters described in the prior two bullet points;



•

reviewed the unit trading price history and valuation multiples for the Copano common units and compared them with those of certain publicly traded companies that Jefferies deemed relevant;

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•

compared the proposed financial terms of the merger with the financial terms of certain other transactions that Jefferies deemed relevant;



•

considered the potential pro forma financial impact of the merger; and



•

conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

        In Jefferies' review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Copano to Jefferies or that was publicly available (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of Copano that it was not aware of any facts or circumstances that would make such information supplied by Copano inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Copano. Jefferies was not furnished with any such evaluations or appraisals of such physical inspections, and did not assume any responsibility to obtain any such evaluations or appraisals.

        With respect to the financial forecasts provided to and examined by Jefferies, Jefferies' opinion noted that projecting future results of any company is inherently subject to uncertainty. Copano informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of the management of Copano as to the future financial performance of Copano. Jefferies expressed no opinion as to Copano's financial forecasts or the assumptions on which they were made.

        Jefferies' opinion was based on economic, monetary, regulatory, market and other conditions that existed and could be evaluated as of the date of its opinion. Jefferies has not undertaken to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and expressly disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies' opinion of which Jefferies became aware after the date of its opinion.

        Jefferies made no independent investigation of any legal or accounting matters affecting Copano, and Jefferies assumed no responsibility for any legal and accounting advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to Copano and the Copano common unitholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to Copano, Kinder Morgan, Kinder Morgan GP, Merger Sub or any holder of Copano common units. In rendering its opinion, Jefferies assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have a material adverse effect on Copano, Kinder Morgan or the consummation, or the contemplated benefits of, the merger.

        In addition, Jefferies was not requested to and did not provide advice concerning the structure, the specific amount of merger consideration, or any other aspects of the merger, or to provide services other than the delivery of its opinion. Jefferies was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Copano or any other alternative transaction. Jefferies did not participate in negotiations with respect to the terms of the merger and related transactions, and did not express an opinion as to whether any alternative transaction might result in consideration more favorable to the Copano common unitholders than that contemplated by the merger agreement.

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        Jefferies' opinion was for the use and benefit of the Copano board of directors in its consideration of the merger, and Jefferies' opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to Copano, nor did it address the underlying business decision by Copano to engage in the merger or the terms of the merger agreement or the documents referred to therein. Jefferies' opinion does not constitute a recommendation as to how any holder of Copano common units should vote on the merger or any matter related thereto. In addition, Copano did not ask Jefferies to address, and Jefferies' opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Copano, other than the Copano common unitholders. Jefferies expressed no opinion as to the price at which Copano common units will trade at any time. Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of Copano's officers, directors or employees, or any class of such persons, in connection with the merger, relative to the merger consideration to be received by the Copano common unitholders. Jefferies' opinion was authorized by the Fairness Committee of Jefferies & Company, Inc.

        In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies' analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies' opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies' view of Copano's actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies' own experience and judgment.

        In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond Copano's and Jefferies' control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per unit value of Copano common units do not purport to be appraisals or to reflect the prices at which Copano common units may actually be sold. The analyses performed were prepared solely as part of Jefferies' analysis of the fairness, from a financial point of view, of the merger consideration pursuant to the merger agreement to be received by the Copano common unitholders, and were provided to the Copano board of directors in connection with the delivery of Jefferies' opinion.

        The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies' delivery of its opinion to the Copano board of directors on January 29, 2013. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies' financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative descriptions of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies' financial analyses.

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Transaction Overview

        Based upon the proposed exchange ratio of 0.4563 of a Kinder Morgan common unit for one Copano common unit and the closing price of $89.00 per Kinder Morgan common unit on the NYSE on January 25, 2013, Jefferies noted that the implied value of the merger consideration pursuant to the merger agreement was approximately $40.61 per Copano common unit (calculated by multiplying the $89.00 closing price by the 0.4563 exchange ratio).

Selected Public Companies Analysis

Copano

        Jefferies considered certain financial data for Copano and selected master limited partnerships with publicly traded equity securities which Jefferies deemed relevant. These partnerships, which are referred to as Copano Selected Public Companies, were selected because they were deemed to be similar to Copano in one or more respects, including the nature of their business, size, diversification and financial performance. No specific numeric or other similar criteria were used to select the Copano Selected Public Companies and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. As a result, a significantly larger or smaller partnership with substantially similar lines of business and business focus may have been included while a similarly sized partnership with less similar lines of business and greater diversification may have been excluded. Jefferies identified a number of partnerships for purposes of its analysis but may not have included all partnerships that might be deemed comparable to Copano.

        The financial data reviewed for Copano included:

•

Current declared quarterly distribution per unit divided by current closing unit price, which is referred to as Current LP Yield;



•

2013E distribution per unit divided by current closing unit price, which is referred to as 2013E Yield; and



•

2014E distribution per unit divided by current closing unit price, which is referred to as 2014E Yield.

        The Copano Selected Public Companies were:

•

Access Midstream Partners, L.P.



•

Atlas Pipeline Partners, L.P.



•

Crestwood Midstream Partners LP



•

Crosstex Energy, L.P.



•

DCP Midstream Partners, LP



•

MarkWest Energy Partners, L.P.



•

Penn Virginia Resource Partners, L.P.



•

Regency Energy Partners LP



•

Targa Resources Partners LP



•

Western Gas Partners, LP

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        The selected public companies analysis for Copano utilizing the Copano Selected Public Companies indicated the following high, low, mean and median multiples of the financial data reviewed for the Copano Selected Public Companies as of January 25, 2013:

Copano Selected Public Companies Analysis

Kinder Morgan

        Jefferies also considered certain financial data for Kinder Morgan and selected master limited partnerships with publicly traded equity securities Jefferies deemed relevant. These partnerships, which are referred to as the Kinder Morgan Selected Public Companies, were selected because they were deemed to be similar to Kinder Morgan in one or more respects, including the nature of their business, size, diversification and financial performance. No specific numeric or other similar criteria were used to select the Kinder Morgan Selected Public Companies and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. As a result, a significantly larger or smaller partnership with substantially similar lines of business and business focus may have been included while a similarly sized partnership with less similar lines of business and greater diversification may have been excluded. Jefferies identified a number of partnerships for purposes of its analysis but may not have included all partnerships that might be deemed comparable to Kinder Morgan.

        The financial data reviewed for Kinder Morgan included:

•

Current LP Yield;



•

2013E Yield; and



•

2014E Yield.

        The Kinder Morgan Selected Public Companies were:

•

Enbridge Energy Partners, L.P.



•

Energy Transfer Partners, L.P.



•

Enterprise Products Partners, L.P.



•

ONEOK Partners, L.P.



•

Plains All American Pipeline, L.P.



•

Williams Partners L.P.

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        The selected public companies analysis for Kinder Morgan utilizing the Kinder Morgan Selected Public Companies indicated the following high, low, mean and median multiples of the financial data reviewed for the Kinder Morgan Selected Public Companies as of January 25, 2013:

Kinder Morgan Selected Public Companies Analysis

Analysis Performed

        Jefferies applied multiple yield ranges based on the selected public companies analysis to corresponding financial data for Copano (based on management forecasts and other publicly available data) and Kinder Morgan (based on market research provided by Wells Fargo and other publicly available data) to calculate an implied exchange ratio reference range. The selected public companies analysis indicated a range of implied values per Copano common unit and Kinder Morgan common unit, which in turn indicated an implied exchange ratio reference range of 0.338 to 0.466 of a Kinder Morgan common unit per Copano common unit, as compared to the merger exchange ratio of 0.4563 of a Kinder Morgan common unit per Copano common unit.

        None of the Copano Selected Public Companies utilized in the selected public companies analysis is identical to Copano, and none of the Kinder Morgan Selected Public Companies utilized in the selected public companies analysis is identical to Kinder Morgan. In evaluating the selected public companies that would comprise the Copano Selected Public Companies and the Kinder Morgan Selected Public Companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Copano's and Jefferies' control. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using comparable company data.

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Selected Precedent Transactions Analysis

        Using publicly available information, Jefferies examined the following eight precedent transactions, which consisted of certain domestic midstream energy transactions announced since June 1, 2007, with a transaction value between $300 million and $3 billion, and which are referred to as the Selected Comparable Transactions. Given the nature and size of the Selected Comparable Transactions, Jefferies believed that they were comparable to the merger. Similar precedent transactions that involved related parties or non-domestic targets were not included for purposes of this analysis. Jefferies identified a sufficient number of transactions for the purposes of its analysis, but may not have included all transactions that might be deemed to be comparable to the proposed transaction.

        The following table sets forth the Selected Comparable Transactions considered and their respective dates of announcement:

        Using information provided by the management of Copano and publicly available financial information for each of these transactions, Jefferies analyzed transaction multiples for Copano and the Selected Comparable Transactions. In its analysis, Jefferies derived and compared multiples for Copano and the Selected Comparable Transactions, calculated and referred to as follows:

•

the transaction value divided by next twelve months, or NTM, projected EBITDA immediately following the announcement of the transaction, which is referred to as Transaction Value / NTM EBITDA.

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This selected precedent transactions analysis indicated the following:

Selected Comparable Transactions Multiples

        Using a reference range of 12.0x to 14.0x of Copano's NTM projected EBITDA, and based on Copano's NTM projected EBITDA of $360.7 million, Jefferies determined an implied enterprise value for Copano, then subtracted net indebtedness to determine an implied equity value. Based on the number of fully diluted units outstanding, this analysis indicated a range of implied values per Copano common unit of $36.60 to $44.16, as compared to the implied values per Kinder Morgan common unit of $78.52 to $92.17 per unit, based on Jefferies' projected 2013 selected public companies analysis. The selected precedent transactions analysis indicated an implied exchange ratio reference range of 0.397 to 0.562 of a Kinder Morgan common unit per Copano common unit, as compared to the merger exchange ratio of 0.4563 of a Kinder Morgan common unit per Copano common unit.

        None of the Selected Comparable Transactions utilized as a comparison in the selected transaction analysis is identical to the merger. In evaluating the merger and Selected Comparable Transactions, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond Copano's and Jefferies' control. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using selected transaction data.

Discounted Cash Flow Analysis

        Jefferies performed a discounted cash flow analysis by calculating the net present value of Copano's levered free cash flows through the fiscal year ending December 31, 2016, based on management forecasts provided by Copano, and the net present value of Kinder Morgan's levered free cash flows through the fiscal year ending December 31, 2016, based on market research provided by Wells Fargo. In performing this analysis, Jefferies applied (i) discount rates ranging from 7.50% to 8.50% to the projected cash flows from Copano and 8.50% to 9.50% to the projected cash flows from Kinder Morgan, based on the estimated weighted average cost of capital; and (ii) terminal value yield ranges of 8.25% to 9.25% to the projected cash flows from Copano and 5.50% to 6.50% to the projected cash flows from Kinder Morgan, based on the trading metrics of similar companies.

        The discounted cash flow analysis indicated implied unit prices of $44.56 to $49.83 per Copano common unit and $86.09 to $101.14 per Kinder Morgan common unit, which in turn indicated an implied exchange ratio reference range of 0.441 to 0.579 of a Kinder Morgan common unit per Copano common unit, as compared to the merger exchange ratio of 0.4563 of a Kinder Morgan common unit per Copano common unit.

Historical Exchange Ratio Analysis

        Based on the closing prices for Copano common units on the NASDAQ Global Select Market and Kinder Morgan common units on the NYSE, and using the various time periods set forth below ending on January 25, 2013, Jefferies calculated a range of implied historical exchange ratios by dividing the average daily closing price per Copano common unit by the average daily closing price per Kinder Morgan common unit. This analysis indicated that during the three years prior to January 25, 2013, the exchange ratio ranged from 0.324 to 0.492 of a Kinder Morgan common unit per Copano common

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unit, as compared to the merger exchange ratio of 0.4563. This analysis also indicated the following historical average trading price exchange ratios:

Premiums Paid Analysis

        Using publicly available information and certain other database information available to Jefferies, Jefferies examined the following four precedent transactions, which consisted of non-affiliated master limited partnership mergers (the "Selected MLP Merger Transactions").

        The following table sets forth the Selected MLP Merger Transactions considered and their respective dates of announcement:

        For each of the Selected MLP Merger Transactions, Jefferies calculated the premium represented by the offer price or merger consideration over the target company's closing unit price one trading day, 30 trading days and 60 trading days prior to the transaction's announcement. This analysis indicated the following premiums for those time periods prior to announcement:

        Using a reference range of the 25th percentile to the 75th percentile premiums for each time period listed above, Jefferies performed a premiums paid analysis using the closing prices of Copano common units one trading day, 30 trading days and 60 trading days prior to January 25, 2013.

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        Applying a "one trading day prior" premium reference range of 7.5% and 13.1% to Copano's closing price of $33.23 on January 24, 2013, this analysis indicated a range of implied values per Copano common unit of approximately $35.73 to $37.60.

        Applying a "30 trading days prior" premium reference range of 10.0% and 17.1% to Copano's closing price of $30.92 on December 26, 2012, this analysis indicated a range of implied values per Copano common unit of approximately $34.02 to $36.20.

        Applying a "60 trading days prior" premium reference range of 11.8% and 29.7% to Copano's closing price of $30.63 on November 26, 2012, this analysis indicated a range of implied values per Copano common unit of approximately $34.26 to $39.72.

        Based on Jefferies' premiums paid analysis, the implied value per Copano common unit was indicated to be $34.02 to $39.72, as compared to an implied value per Kinder Morgan common unit of $78.52 to $92.17, based on Jefferies' projected 2013 selected public companies analysis. In turn, this indicated an exchange ratio reference range from 0.369 to 0.506 of a Kinder Morgan common unit per Copano common unit, as compared to the merger exchange ratio of 0.4563 of a Kinder Morgan common unit per Copano common unit.

        No Selected MLP Merger Transaction utilized as a comparison in the selected premiums paid analysis is identical to the merger.

General

        Jefferies' opinion was one of many factors taken into consideration by the Copano board of directors in making its determination to approve the merger and should not be considered determinative of the views of the Copano board of directors or management with respect to the merger or the merger consideration to be paid to the Copano common unitholders in the merger.

        Jefferies was selected by the Copano board of directors based on Jefferies' qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

        Copano has agreed to pay Jefferies a fee of $2.0 million, which fee was paid upon delivery of Jefferies' opinion. Jefferies also will be reimbursed by Copano for expenses incurred. Copano has also agreed to indemnify Jefferies against liabilities arising out of or in connection with the services rendered and to be rendered by Jefferies under such engagement. Jefferies maintains a market in Copano securities, and in the ordinary course of Jefferies' business, Jefferies and its affiliates may trade or hold securities of Copano or Kinder Morgan and/or their respective affiliates for Jefferies' own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to Copano, Kinder Morgan or entities that are affiliated with Copano or Kinder Morgan, for which Jefferies would expect to receive compensation. Except as otherwise expressly provided in its engagement letter with Copano, Jefferies' opinion may not be used or referred to by Copano, or quoted or disclosed to any person in any matter, without Jefferies' prior consent.

Copano Projected Financial Information

        Copano does not, as a matter of course, generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than providing, from time to time, certain earnings guidance in its regular press releases and other investor materials. In connection with the evaluation of a possible transaction, Copano's management prepared certain

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nonpublic financial projections that were not intended for public disclosure; a summary of that information is provided below. These financial projections were prepared solely for purposes of evaluating a potential strategic transaction, and so were not prepared in the same manner as the financial guidance that Copano prepares for public disclosure.

        Copano unitholders are cautioned not to place undue reliance on the financial projections. The financial projections are not being included in this proxy statement/prospectus for the purpose of influencing your decision whether to vote for the adoption of the merger agreement and should not be regarded as an indication that any of Copano, Kinder Morgan or their respective affiliates, advisors, officers, directors, partners or representatives or any recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, and the projected financial information should not be relied on as such. None of Copano, Kinder Morgan or their respective affiliates, advisors, officers, employees, directors or representatives can give you any assurance that actual results will not differ from the projected results, and none undertakes any obligation to update or otherwise revise or reconcile these internal financial projections to reflect circumstances existing, or changes in assumptions or outlook occurring, after the date the internal financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. Copano does not intend to update or otherwise revise the projected financial information. None of Copano or its affiliates, advisors, officers, employees, directors or representatives has made or makes any representation to any unitholder or other person (including to Kinder Morgan) regarding Copano's ultimate performance compared to the information contained in these internal financial projections or that projected results will be achieved.

        The following tables present summaries of financial projections under the two scenarios of expected future growth and margins prepared by Copano's management as of November 2012 for the fiscal years ending 2013 through 2016: (a) a scenario prepared by Copano's management assuming low growth and relatively constant margins, referred to as the Copano Case I Projections, and (b) a scenario prepared by Copano's management assuming higher growth and escalating margins, referred to as the Copano Case II Projections.

Copano Case I Projections

Copano Case II Projections

        Adjusted EBITDA, as prepared by Copano management and presented above, represents EBITDA plus expenses related to the amortization of commodity derivative options, distributions from unconsolidated affiliates, and equity-based compensation expenses; less equity in earnings/(loss) from unconsolidated affiliates; and adjusted to remove the impact of certain other non-cash operating items on EBITDA. EBITDA, Adjusted EBITDA and Total Distributable Cash Flow to Common Units as

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presented above, are non-GAAP financial measures. Copano provided this information to Barclays and Jefferies because Copano believed it could be useful in evaluating, on a prospective basis, Copano's potential operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Copano may not be comparable to similarly titled amounts used by other companies.

        The financial projections were used by Barclays and Jefferies solely in performing their analyses, and are subjective in many respects and thus subject to interpretation. While presented with numeric specificity, the financial projections reflect numerous estimates and assumptions made by Copano management with respect to industry performance and competition, general business, economic, market and financial conditions, commodity prices, demand for natural gas, natural gas liquids and oil, production growth, capacity utilization and additional matters specific to Copano's business, all of which are difficult to predict and many of which are beyond Copano's control. Other important factors that may affect actual results and cause the projected financial information not to be achieved include, but are not limited to, risks and uncertainties relating to Copano's business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory environment, general business and economic conditions and other matters described under the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors." As a result, there can be no assurance that the financial projections contained therein will be realized or that actual results will not be materially different than estimated in the financial projections, and it is likely that actual results will differ. The financial projections cover multiple years and, even to the extent such information may provide guidance as to management's view of possible future performance, such information by its nature becomes less predictive with each successive year. You are urged to review Copano's most recent SEC filings for a description of risk factors with respect to Copano's business. See "Cautionary Statement Regarding Forward-Looking Statements," "Risk Factors" and "Where You Can Find More Information."

        The financial projections were not prepared with a view toward complying with the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections but, in the view of Copano's management, were prepared on a reasonable basis, and based on the assumptions upon which such financial projections are based, reflect the best currently available estimates and judgments of Copano's management. The financial projections were prepared by, and are the responsibility of Copano. Neither Copano's nor Kinder Morgan's independent registered public accounting firm has examined, compiled or performed any procedures with respect to the projected financial data and, accordingly, they do not express an opinion or any other form of assurance with respect thereto. The reports of the independent registered public accounting firms incorporated by reference in this proxy statement/prospectus relate to Copano's and Kinder Morgan's historical financial information. Those reports do not extend to the financial projections and should not be read to do so.

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Kinder Morgan Projected Financial Information

        Kinder Morgan has included below certain information that was furnished to Copano's financial advisors for the purposes of evaluating the proposed merger with Copano.

        In addition, in response to a query from Barclays, management of Kinder Morgan Management estimated Kinder Morgan unitholder distribution growth for the next three to five years to be approximately 6%.

        The foregoing projected financial information was not prepared with a view toward compliance with the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles. The projected financial information of Kinder Morgan set forth above was prepared by, and is the responsibility of, Kinder Morgan. Neither Kinder Morgan's independent accountants, PricewaterhouseCoopers LLP, nor any other independent accountants, have compiled, examined or performed any procedures with respect to such projected financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and they disclaim any association with, such projected financial information. The PricewaterhouseCoopers LLP report incorporated by reference into this proxy statement/prospectus relates to Kinder Morgan's historical financial information. It does not extend to the projected financial information and should not be read to do so. The projected financial information is not being included in this proxy statement/prospectus to influence the decision of Copano unitholders on how to vote on any proposal, but because the projected financial information was made available to Barclays, as financial advisor to Copano.

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        The projected financial information is based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Kinder Morgan's management. Important factors that may affect actual results and cause the projected financial information not to be achieved include, but are not limited to, risks and uncertainties relating to Kinder Morgan's business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory environment, general business and economic conditions and other matters described under the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors." The projected financial information also reflects assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the projected financial information. Accordingly, there can be no assurance that the forecasted results will be realized.

        The inclusion of the projected financial information in this proxy statement/prospectus should not be regarded as an indication that any of Kinder Morgan, Copano or their respective affiliates, advisors, officers, directors, partners or representatives considered the projected financial information to be predictive of actual future events, and the projected financial information should not be relied upon as such. None of Kinder Morgan, Copano or any of their respective affiliates, advisors, officers, directors, partners or representatives can give you any assurance that actual results will not differ from the projected results, and none undertakes any obligation to update or otherwise revise or reconcile the projected financial information to reflect circumstances existing after the date the projected financial information was generated or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error or for any other reason. Kinder Morgan does not intend to make publicly available any update or other revision to the projected financial information. None of Kinder Morgan or its affiliates, advisors, officers, directors, partners or representatives has made or makes any representation to any unitholder or other person regarding Kinder Morgan's ultimate performance compared to the information contained in the projected financial information or that projected results will be achieved. Kinder Morgan has made no representation to Copano in the merger agreement or otherwise concerning the projected financial information.

Kinder Morgan's Reasons for the Merger

        Kinder Morgan believes the merger will create sustainable long-term value for its unitholders. Key strategic benefits include the following:

•

Complementary Assets:  Copano's assets are complementary to those of Kinder Morgan, as Kinder Morgan is principally a pipeline transportation and storage company, while Copano is primarily a gathering and processing company. The complementary nature of Kinder Morgan's and Copano's assets would broaden Kinder Morgan's midstream service capabilities across the entire Kinder Morgan and Copano footprint.



•

Growth and Development Opportunities:  Copano would provide a gathering, processing and fractionation growth platform and an operations team with a track record of delivering growth, which would benefit Kinder Morgan's midstream assets. The merger is also expected to allow Kinder Morgan to pursue incremental development in the Eagle Ford Shale in South Texas, and gain entry into the Barnett Shale Combo in North Texas and the Mississippian Lime and Woodford Shales in Oklahoma.



•

Incremental Identified Projects and Investments:  Copano has identified a number of attractive expansion projects and investment opportunities, which the combined organization could take advantage of given Kinder Morgan's access to capital and Copano's experience in executing midstream projects.

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•

Predominantly Fee-Based Cash Flow:  Copano's natural gas pipeline and processing assets are expected to provide substantial long-term, fee-based cash flows.



•

Accretive Impact:  Including the incentive distribution give back from the general partner, the combination of Kinder Morgan and Copano is expected to produce immediate and long-term accretion to cash available to unitholders of Kinder Morgan. To support the proposed merger, Kinder Morgan GP has agreed to forego incentive distributions from Kinder Morgan in the amounts of $120 million in each of 2014 and 2015, $110 million in 2016 and decreasing by $5 million each year thereafter.



•

Copano Joint Venture:  As a result of the merger, Kinder Morgan would own 100% of its joint venture with Copano in the Eagle Ford Shale.

        In view of the variety of factors and the quality and amount of information considered, Kinder Morgan did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall analysis of the transaction. The explanation of the reasoning of Kinder Morgan and certain information presented in this section are forward-looking in nature and, therefore, this section should be read in light of the factors discussed in the section titled "Cautionary Statement Regarding Forward-Looking Statements."

Interests of Directors and Executive Officers of Copano in the Merger

        In considering the recommendation of the Copano board of directors that you vote to adopt the merger agreement, you should be aware that aside from their interests as unitholders of Copano, Copano's directors and executive officers have interests in the merger that are different from, or in addition to, those of other unitholders of Copano generally. The members of the Copano board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the unitholders of Copano that the merger agreement be adopted. See "—Background of the Merger" and "—Recommendation of the Copano Board of Directors and Its Reasons for the Merger." Copano's unitholders should take these interests into account in deciding whether to vote "FOR" the adoption of the merger agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and the table below.

Treatment of Copano Unit Awards

        Under the merger agreement, equity-based awards held by Copano's directors and executive officers as of the effective time will be treated at the effective time as follows:

        Options.    Each Copano option or similar right to purchase Copano common units that was granted under a Copano equity incentive plan and that is outstanding and unexercised immediately prior to the effective time (whether or not then vested or exercisable), as of immediately prior to the effective time, by virtue of the occurrence of the consummation of the merger and without any action on the part of the holder of such Copano option, will be deemed net exercised for that number of whole Copano common units, which shall be deemed issued and outstanding as of immediately prior to the effective time, equal to, rounded down to the nearest whole common unit, (i) the number of Copano common units subject to such Copano option immediately prior to the effective time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Copano common units with a fair market value (as such term is defined in the applicable Copano equity incentive plan) as of immediately prior to the effective time equal to the aggregate exercise price of such Copano option. Each Copano common unit deemed issued and outstanding pursuant to such net exercise will at the effective time be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

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        Unit Appreciation Rights.    Each Copano unit appreciation right that was granted under a Copano equity incentive plan and that is outstanding and unexercised immediately prior to the effective time (whether or not then vested or exercisable), as of immediately prior to the effective time, by virtue of the occurrence of the consummation of the merger and without any action on the part of the holder of such Copano unit appreciation right, will be deemed net exercised for that number of whole Copano common units, which shall be deemed issued and outstanding as of immediately prior to the effective time, equal to, rounded down to the nearest whole common unit, (i) the number of Copano common units subject to such Copano unit appreciation right immediately prior to the effective time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Copano common units with a fair market value (as such term is defined in the applicable Copano equity incentive plan) as of immediately prior to the effective time equal to the aggregate exercise price of such Copano unit appreciation right. Each Copano common unit deemed issued and outstanding pursuant to such net exercise will at the effective time be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

        Phantom Units.    Each phantom Copano common unit that was granted under a Copano equity incentive plan and that is outstanding immediately prior to the effective time, automatically and without any action on the part of the holder of such phantom Copano common unit, will at the effective time vest in full (in the case of performance-based phantom Copano common units, based on a target earned percentage of 100%), the restrictions with respect thereto will lapse, and each Copano common unit deemed to be issued in settlement thereof will be deemed issued and outstanding as of immediately prior to the effective time and at the effective time will be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement. In addition, any tandem distribution rights payable with respect to each phantom Copano common unit that vests in accordance with the merger agreement will at the effective time and without any action on the part of any holder thereof vest in full and become immediately payable in cash.

        Restricted Units.    Each restricted Copano common unit that was granted under a Copano equity incentive plan and that is outstanding immediately prior to the effective time, automatically and without any action on the part of the holder of such restricted Copano common unit, will at the effective time vest in full and the restrictions with respect thereto will lapse, and each restricted Copano common unit will be treated as an issued and outstanding Copano common unit as of immediately prior to the effective time and at the effective time will be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement. In addition, any accrued distribution payable with respect to each restricted Copano common unit that vests in accordance with the merger agreement will at the effective time vest in full and become immediately payable in cash.

        For an estimate of the amounts that would be payable to each of Copano's named executive officers on settlement of their unvested equity-based awards, see "—Quantification of Payments and Benefits to Copano's Named Executive Officers" below. We estimate that the aggregate amount that would be payable to Copano's other executive officers on settlement of their unvested equity-based awards if the effective time were February 11, 2013, and based on a price per Copano common unit of $38.62 (the average closing price of Copano common units on the five days following the announcement of the merger), is $5,900,584. We estimate that the aggregate amount that would be payable to all of Copano's directors on settlement of their unvested equity-based awards if the effective time were February 11, 2013, and based on a price per Copano common unit of $38.62, is $1,754,385. These amounts include the value of a cash distribution Copano expects to pay on February 14, 2013.

Management Change in Control Severance Plan

        Each of Copano's executive officers is a participant in Copano's Management Change in Control Severance Plan, which is referred to as the CICP, which provides for severance benefits in the event that the executive officer's employment is terminated by Copano for any reason other than cause, death

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or disability, or by the executive officer for good reason from the execution of the merger agreement until the end of the 18-month period immediately following the consummation of the merger, which is referred to as a Qualifying Termination.

        Severance Payment.    Upon a Qualifying Termination, the executive officer will become entitled to a lump sum payment, payable within 30 days following the date of termination, equal to the product of (a) a severance multiple (as set forth below) multiplied by (b) the sum of the executive officer's base salary and target bonus for the year of termination (or, if greater, the year in which the merger occurred). The severance multiple is (x) 3 for Mr. Northcutt, (y) 2.5 for Messrs. Lawing, Luna and Neskora and (z) 2 for all other executive officers. The CICP provides that if the severance payments due thereunder are greater than the severance payments due under any individual severance agreement or employment agreement, payments made under the CICP will be in lieu of payments owed under such other agreement. If the severance payments due under the CICP are less than the severance payments due under any individual severance agreement or employment agreement, then payments made under such agreement will be in lieu of payments under the CICP. Based on the existing terms of the CICP and the individual employment agreements with the executive officers, upon a Qualifying Termination, all executive officers would receive any severance payments under the CICP rather than any individual employment agreement.

        Health Plan Continuation.    Upon a Qualifying Termination, the executive officer may elect to continue participating in Copano's health plan at no cost for 18 months following such Qualifying Termination (or such shorter period as required by applicable law).

        For an estimate of the value of the payments and benefits described above that would be payable under the CICP to each of Copano's named executive officers, see "—Quantification of Payments and Benefits to Copano's Named Executive Officers" below. We estimate that the aggregate value of the cash severance payments and health plan continuation described above that would be payable to Copano's other executive officers if the effective time were February 11, 2013 and they experienced a Qualifying Termination at such time is $3,227,287.

Management Incentive Compensation Plan

        Under the merger agreement, in the event that the merger closes in 2013, each participant (including each of the executive officers) in Copano's Management Incentive Compensation Plan will be entitled to a prorated annual incentive payment based on deemed satisfaction of target performance levels, which amount is payable upon or as soon as practicable following the closing of the merger.

        For an estimate of the value of the payments and benefits described above that would be payable to each of Copano's named executive officers, see "Proposal 1: The Merger—Quantification of Potential Payments to Copano's Named Executive Officers in Connection with the Merger" below. We estimate that the aggregate amount of incentive payments described above that would be payable to Copano's other executive officers if the effective time were February 11, 2013 is $59,240.

Deferred Compensation Plan

        Under Copano's Deferred Compensation Plan and related participation agreements, 5% of the 2009 base salaries in effect on January 1, 2009 for Messrs. Northcutt and Lawing and Ms. Robinson was deferred and to be paid only upon achievement by Copano of a distributable cash flow target. However, pursuant to the terms of the plan, such deferred amounts would become vested and payable upon the merger, regardless of satisfaction of the distributable cash flow target. For an estimate of the value of the payments and benefits described above that would be payable to Messrs. Northcutt and Lawing and Ms. Robinson, see "Proposal 1: The Merger—Quantification of Potential Payments to Copano's Named Executive Officers in Connection with the Merger" below.

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Insurance Continuation and Outplacement Benefits

        Under Mr. Northcutt's employment agreement, upon a Qualifying Termination, he is entitled to (i) continuation of life and disability insurance benefits and (ii) reimbursement of reasonable fees incurred for the services of a Copano-approved executive outplacement services firm, in each case, for one year following his termination of employment. For an estimate of the value of the payments and benefits described above that would be payable to Mr. Northcutt, see "Proposal 1: The Merger—Quantification of Potential Payments to Copano's Named Executive Officers in Connection with the Merger" below.

Indemnification Insurance

        Copano is party to indemnification agreements with each of its directors and executive officers that require Copano, among other things, to indemnify the directors and executive officers against certain liabilities that may arise by reason of their status or service as directors or officers. In addition, pursuant to the terms of the merger agreement, Copano's directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies from the surviving entity. Such indemnification and insurance coverage is further described in the section entitled "The Merger Agreement—Indemnification and Insurance."

Conversion of Series A Preferred Units

        Michael G. MacDougall, a member of our board of directors, is also a partner with TPG. In connection with the merger, (a) 12,897,029 Series A convertible preferred units held by TPG and outstanding as of the date of the merger agreement will be converted prior to the effective time into an aggregate of 14,186,731 Copano common units and (b) any Series A convertible preferred units issued as part of a distribution in kind after the date of the merger agreement and held by TPG as of the effective time will be converted into a number of Copano common units equal to the product of 110% and the number of Series A convertible preferred units so issued. Any such Copano common units outstanding at the effective time will be converted into the right to receive the merger consideration per Copano common unit.

Internal Revenue Code Section 280 Tax Mitigation Actions

        Kinder Morgan agrees to cooperate in good faith with Copano and its affiliates to take such commercially reasonable actions as are available in order to ensure that Sections 4999 and 280G of the Internal Revenue Code are not applicable to any payments to any employees of Copano (including Copano's executive officers) (for clarity, without need to apply a reduction to payments that would otherwise be parachute payments (within the meaning of Section 280G of the Internal Revenue Code)).

New Arrangements with Kinder Morgan

        Prior to the effective time, Kinder Morgan and its affiliates may initiate negotiations of agreements, arrangements and understandings with certain of Copano's executive officers regarding compensation and benefits and may enter into definitive agreements regarding employment with, or the right to participate in the equity of, Kinder Morgan or its affiliates, in each case on a going-forward basis following completion of the merger.

Quantification of Potential Payments to Copano's Named Executive Officers in Connection with the Merger

        The table below sets forth the amount of payments and benefits that each of Copano's named executive officer would receive in connection with the merger, assuming the consummation of the merger occurred on February 11, 2013, and the employment of the named executive officer were terminated on such date by the surviving corporation without cause or by the named executive officer

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for good reason. For additional details regarding the terms of the payments described below, see "Proposal 1: The Merger—Interests of Copano's Directors and Executive Officers in the Merger."

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No Appraisal Rights

        Relevant state law and contractual arrangements may, under certain circumstances, give unitholders of a limited liability company appraisal or dissenters' rights in connection with a proposed merger. However, Copano unitholders will not have such rights in connection with the merger.

        Under Section 210 of the Delaware Limited Liability Company Act, a limited liability company agreement or an agreement of merger may provide contractual appraisal rights with respect to membership interests in the company. Section 12(e) of the Copano LLC agreement provides, however, that members are not entitled to dissenters' rights of appraisal in the event of a merger or consolidation, and Section 2.5 of the merger agreement provides that no dissenters' or appraisal rights are available with respect to the merger or the other transactions contemplated by the merger agreement. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, the Copano LLC agreement and the merger agreement.

Accounting Treatment of the Merger

        In accordance with accounting principles generally accepted in the United States and in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 805—Business Combinations, Kinder Morgan will account for the merger as an acquisition of a business.

Regulatory Approvals and Clearances Required for the Merger

        The following is a summary of the material regulatory requirements for completion of the transactions contemplated by the merger agreement. There can be no guarantee if and when any of the

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consents or approvals required for the transactions contemplated by the merger agreement will be obtained or as to the conditions that such consents and approvals may contain.

        Under the HSR Act, and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. Kinder Morgan and Copano intend to file Notification and Report Forms, which are referred to as HSR Forms, with the Antitrust Division and the FTC on or before February 20, 2013, unless a later date is mutually agreed upon by the parties. If early termination is not granted and if Kinder Morgan and Copano do not receive from the Antitrust Division or FTC a Request for Additional Information and Documentary Materials, which is referred as the Second Request, the waiting period under the HSR Act with respect to the proposed merger will expire at 11:59 p.m., Eastern Time, on the 30th day after the HSR Forms were filed. If Kinder Morgan and Copano receive a Second Request, the waiting period under the HSR Act will be extended until 11:59 p.m., Eastern Time, on the 30th day after both Kinder Morgan and Copano have substantially complied with the Second Request, unless earlier terminated by the Antitrust Division or FTC or extended by agreement among the parties and the Antitrust Division or FTC.

        At any time before or after the effective time, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the merger, to rescind the merger or to conditionally approve the merger upon the divestiture of assets of Kinder Morgan or Copano or subject to other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest including without limitation seeking to enjoin the completion of the merger or permitting completion subject to regulatory concessions or conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

        Kinder Morgan and Copano have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to resolve any objections that a governmental authority may assert under antitrust laws with respect to the merger, and to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental authority with respect to the merger, in each case, so as to enable the closing of the merger to occur as promptly as practicable and in any event no later than January 29, 2014. Notwithstanding the foregoing, Kinder Morgan is not required to commit to any dispositions or holdings separate of, and/or limitations or restrictions on, its or Copano's businesses, operations or assets unless the following conditions are satisfied: (1) any such dispositions of, or limitations on, are, individually and in the aggregate, immaterial to the businesses, operations and/or assets of Copano, Kinder Morgan or their respective subsidiaries (provided, that, in the case of Kinder Morgan and its subsidiaries, for purposes of determining whether a business, operation or asset is immaterial, it shall be assumed that Kinder Morgan and its subsidiaries are of equivalent size to the current size of Copano and its subsidiaries, in each case taken as a whole) and (2) the effect of any such dispositions, holdings separate, limitations and/or restrictions would not, individually or in the aggregate, reasonably be expected to result in a loss (other than an immaterial loss) of the reasonably expected benefits to Kinder Morgan of the merger.

        If the merger agreement is terminated as a result of the parties' failure to obtain approval of the merger under the HSR Act, Kinder Morgan may be required to pay Copano a termination fee of $75 million. For further discussion of this termination fee, see "The Merger Agreement—Termination Fee."

Directors and Executive Officers of Kinder Morgan After the Merger

        Under Kinder Morgan's limited partnership agreement, Kinder Morgan GP, as its general partner, is to direct, control and manage all of Kinder Morgan's activities. Pursuant to a delegation of control

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agreement, Kinder Morgan GP has delegated to Kinder Morgan Management the management and control of Kinder Morgan's business and affairs to the maximum extent permitted by its partnership agreement and Delaware law, subject to the general partner's right to approve certain actions by Kinder Morgan Management. The directors and executive officers of Kinder Morgan Management and Kinder Morgan GP immediately prior to the merger will continue as the directors and executive officers of Kinder Morgan Management and Kinder Morgan GP, respectively, after the merger.

Listing of Kinder Morgan Common Units

        It is a condition to closing that the common units to be issued in the merger to Copano unitholders be approved for listing on the NYSE, subject to official notice of issuance.

Delisting and Deregistration of Copano Common Units

        If the merger is completed, Copano common units will cease to be listed on the NASDAQ Global Select Market and will be deregistered under the Exchange Act.

Kinder Morgan Unitholder Approval is Not Required

        Kinder Morgan unitholders are not required to adopt the merger agreement or approve the merger or the issuance of Kinder Morgan common units in connection with the merger.

Ownership of Kinder Morgan after the Merger

        Kinder Morgan will issue approximately             million Kinder Morgan common units to former Copano unitholders pursuant to the merger. Further, the number of Kinder Morgan units outstanding will increase after the date of this proxy statement/prospectus when Kinder Morgan issues additional i-units to Kinder Morgan Management in regular quarterly distributions and if Kinder Morgan or Kinder Morgan Management sells additional common units or shares, respectively, to the public. As a result, immediately following the completion of the merger, Kinder Morgan expects to have at least             million common units outstanding. Copano unitholders are therefore expected to hold no more than              percent of the aggregate number of Kinder Morgan common units, and no more than             percent of its total units of all classes, outstanding immediately after the merger. Holders of Kinder Morgan common units are not entitled to elect the directors of Kinder Morgan's general partner or Kinder Morgan Management and have only limited voting rights on matters affecting Kinder Morgan's business. Consequently, Copano unitholders, as a general matter, will have less influence over the management and policies of Kinder Morgan than they currently exercise over the management and policies of Copano.

Restrictions on Sales of Kinder Morgan Common Units Received in the Merger

        Kinder Morgan common units issued in the merger will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except for Kinder Morgan common units issued to any Copano unitholder who may be deemed to be an "affiliate" of Kinder Morgan after the completion of the merger. This proxy statement/prospectus does not cover resales of Kinder Morgan common units received by any person upon the completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

Litigation Relating to the Merger

        Three putative class action lawsuits have been filed in connection with the proposed merger. The following lawsuits have been filed in the District Court of Harris County, Texas: (i) Schultes v. Copano Energy, L.L.C., et al. (Case No. 06966), filed on February 5, 2013; and (ii) Bruen v. Copano Energy, L.L.C., et al. (Case No. 07076), filed on February 5, 2013. The following lawsuit has been filed in the

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Court of Chancery of the State of Delaware: Berlin v. Copano Energy L.L.C., et al. (Case No. 8284), filed February 6, 2013.

        Each of the actions names Copano, R. Bruce Northcutt, William L. Thacker, James G. Crump, Ernie L. Danner, T. William Porter, Scott A. Griffiths, Michael L. Johnson, Michael G. MacDougall, Kinder Morgan GP, Kinder Morgan and Merger Sub as defendants. All three lawsuits are brought on behalf of a putative class seeking to enjoin the merger and alleging, among other things, that the members of Copano's board of directors breached their fiduciary duties by agreeing to sell Copano for inadequate and unfair consideration and pursuant to an inadequate and unfair process, and that Copano, Kinder Morgan, Kinder Morgan GP and Merger Sub aided and abetted such alleged breaches.

        Kinder Morgan and Copano have not yet responded to any of the complaints, but intend to vigorously defend these lawsuits.

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THE MERGER AGREEMENT

        The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Kinder Morgan and Copano encourage you to read carefully the merger agreement in its entirety before making any decisions regarding the merger as it is the legal document governing the merger.

        The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Kinder Morgan, Copano or any of their respective subsidiaries or affiliates contained in this proxy statement/prospectus or their respective public reports filed with the SEC may supplement, update or modify the factual disclosures about Kinder Morgan, Copano or their respective subsidiaries or affiliates contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Kinder Morgan, Kinder Morgan GP, Copano and Merger Sub were qualified and subject to important limitations agreed to by Kinder Morgan, Kinder Morgan GP, Copano and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to unitholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement or otherwise publicly disclosed. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or conditions of Kinder Morgan, Copano or any of their respective subsidiaries or affiliates.

The Merger

        Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, the merger agreement provides for the merger of Merger Sub, a direct wholly owned subsidiary of Kinder Morgan and a party to the merger agreement, with and into Copano. Copano will survive the merger and the separate limited liability company existence of Merger Sub will cease. After the completion of the merger, the certificate of formation of Merger Sub in effect immediately prior to the effective time will be the certificate of formation of the surviving entity, until amended in accordance with applicable law, and the Copano LLC agreement will be amended and restated by virtue of the merger and the certificate of merger. After the completion of the merger, the managing member and the officers of Merger Sub will be the managing member and the officers of the surviving entity, until their successors are duly appointed and qualified.

Effective Time; Closing

        The effective time will be at such time that Copano files with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with the relevant provisions of the Delaware LLC Act, or at such other date or time as is agreed to by Copano and Kinder Morgan and specified in the certificate of merger.

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        Unless the parties agree otherwise, the closing of the merger will occur at 10:00 a.m. (New York time), on the second business day after the satisfaction or waiver of the conditions to the merger provided in the merger agreement (other than conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions), or at such other date or time as Kinder Morgan and Copano agree. For further discussion of the conditions to the merger, see "The Merger Agreement—Conditions to Consummation of the Merger."

        Kinder Morgan and Copano currently expect to complete the merger during the third quarter of 2013, subject to receipt of required unitholder and regulatory approvals and to the satisfaction or waiver of the other conditions to the transactions contemplated by the merger agreement described below.

Conditions to Consummation of the Merger

        Kinder Morgan and Copano may not complete the merger unless each of the following conditions is satisfied or waived, if waiver is permitted by applicable law:

•

the merger agreement must have been approved by the affirmative vote or consent of the holders of at least a majority of the outstanding Copano common units and Series A convertible preferred units as of the record date, voting together as a single class on an "as if" converted basis;



•

the waiting period applicable to the merger under the HSR Act must have been terminated or expired;



•

no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority will be in effect enjoining, restraining, preventing or prohibiting the consummation of the merger or making the consummation of the merger illegal;



•

the registration statement of which this proxy statement/prospectus forms a part must have been declared effective by the SEC and must not be subject to a stop order or proceedings initiated or threatened by the SEC; and



•

Kinder Morgan common units to be issued in the merger must have been approved for listing on the NYSE, subject to official notice of issuance.

        The obligations of each of Kinder Morgan and Merger Sub to effect the merger are subject to the satisfaction or waiver of the following additional conditions:

•

the representations and warranties of Copano in the merger agreement being true and correct both when made and at and as of the date of the closing of the merger, except to the extent expressly made as of an earlier date, in which case as of such date, except where the failure of such representations and warranties to not be so true and correct (without giving effect to any limitation as to material adverse effect or materiality contained in any individual representation or warranty), does not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Copano (apart from certain identified representations and warranties (i) that there will not have been a material adverse effect on Copano from September 30, 2012 through the closing date, with respect to the authority to execute the merger agreement and consummate the transactions contemplated thereby, and that the approval of the merger agreement by the affirmative vote or consent of the holders of at least a majority of the outstanding Copano common units and Series A convertible preferred units is the only approval of the holders of any equity interests in Copano that is required for approval of the merger, which in each case must be true and correct in all respects and (ii) with respect to Copano's capitalization, which must be true and correct in all respects other than immaterial misstatements and omissions);

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•

Copano having performed, in all material respects, all obligations required to be performed by it under the merger agreement;



•

the receipt of an officer's certificate executed by an executive officer of Copano certifying that the two preceding conditions have been satisfied;



•

Kinder Morgan must have received from Bracewell & Giuliani LLP, tax counsel to Kinder Morgan, a written opinion dated as of the date of the closing of the merger to the effect that for U.S. federal income tax purposes (i) none of Kinder Morgan, Merger Sub or Kinder Morgan GP will recognize any income or gain as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code), (ii) no gain or loss will be recognized by holders of Kinder Morgan common units as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code) and (iii) at least 90% of the combined gross income of each of Kinder Morgan and Copano for the most recent four complete calendar quarters ending before the date of the closing of the merger for which the necessary financial information is available are from sources treated as "qualifying income" within the meaning of Section 7704(d) of the Code; and



•

the conversion of (i) the 12,897,029 Series A convertible preferred units outstanding as of the date of the merger agreement into an aggregate of 14,186,731 Copano common units and (ii) any PIK units issued after the date of the merger agreement into a number of Copano common units equal to the product of (A) 110% and (B) the number of PIK units, in each case, as of immediately prior to the effective time.

        The obligations of Copano to effect the merger are subject to the satisfaction or waiver of the following additional conditions:

•

the representations and warranties of Kinder Morgan in the merger agreement being true and correct both when made and at and as of the date of the closing of the merger, except to the extent expressly made as of an earlier date, in which case as of such date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to material adverse effect or materiality contained in any individual representation or warranty), does not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Kinder Morgan (apart from certain identified representations and warranties (i) providing that there will not have been a material adverse effect on Kinder Morgan from September 30, 2012 through the closing date and with respect to the authority to execute the merger agreement and consummate the transactions and the approval of the merger agreement by the vote or consent of Kinder Morgan as the sole member of Merger Sub, which must be true and correct in all respects and (ii) with respect to Kinder Morgan's capitalization, which must be true and correct in all respects other than immaterial misstatements and omissions);



•

Kinder Morgan, Merger Sub and Kinder Morgan GP having performed, in all material respects, all obligations required to be performed by them under the merger agreement at or prior to the closing date;



•

the receipt of an officer's certificate executed by an executive officer of Kinder Morgan certifying that the two preceding conditions have been satisfied; and



•

Copano must have received from Wachtell, Lipton, Rosen & Katz, tax counsel to Copano, a written opinion dated as of the date of the closing of the merger to the effect that for U.S. federal income tax purposes, except with respect to fractional units, (i) Copano will not recognize any income or gain as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code) and

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(ii) no gain or loss will be recognized by holders of Copano common units as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code), so long as such opinion will not extend to any holder who acquired Copano common units from Copano in exchange for property other than cash.

        For purposes of the merger agreement, the term "material adverse effect" means, when used with respect to a party to the merger agreement, any change, effect, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such party or its subsidiaries, taken as a whole; provided, however, that any adverse changes, effects, events or occurrences resulting from or due to any of the following will be disregarded in determining whether there has been a material adverse effect: (i) changes, effects, events or occurrences generally affecting the United States or global economy, the financial, credit, debt, securities or other capital markets or political, legislative or regulatory conditions or changes in the industries in which such party operates; (ii) the announcement or pendency of the merger agreement or the transactions contemplated thereby or the performance of the merger agreement (including, for the avoidance of doubt, performance of the parties' reasonable best efforts obligations under the merger agreement in connection with obtaining regulatory approval); (iii) any change in the market price or trading volume of the limited liability company units, limited partnership interests, shares of common stock or other equity securities of such party (it being understood and agreed that the foregoing will not preclude any other party to the merger agreement from asserting that any facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of material adverse effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect); (iv) acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other force majeure events; (v) changes in any laws or regulations applicable to such party or applicable accounting regulations or principles or the interpretation thereof; (vi) any legal proceedings commenced by or involving any current or former member, partner or stockholder of such party (on their own or on behalf of such party) arising out of or related to the merger agreement or the transactions contemplated thereby; and (vii) changes, effects, events or occurrences generally affecting the prices of oil, gas, natural gas, natural gas liquids or other commodities; provided, however, that changes, effects, events or occurrences referred to in clauses (i), (iv) and (v) above will be considered for purposes of determining whether there has been or would reasonably be expected to be a material adverse effect if and to the extent such state of affairs, changes, effects, events or occurrences has had or would reasonably be expected to have a disproportionate adverse effect on such party and its subsidiaries, as compared to other companies operating in the industries in which such party and its subsidiaries operate.

Copano Unitholder Approval

        Copano has agreed to hold a special meeting of Copano unitholders as soon as is practicable after the date of the merger agreement for the purpose of such unitholders voting on the adoption of the merger agreement. The merger agreement requires Copano to submit the merger agreement to a unitholder vote (i) even if the board of directors of Copano no longer recommends adoption of the merger agreement and (ii) irrespective of the commencement, public proposal, public disclosure or communication to Copano of any alternative proposal (as described below). The board of directors of Copano has unanimously approved the merger agreement and the transactions contemplated thereby by a unanimous vote and authorized that the merger agreement be submitted to Copano unitholders for their consideration.

        For purposes of the merger agreement, the term "alternative proposal" means any inquiry, proposal or offer from any person or "group" (as defined in Section 13(d) of the Exchange Act), other

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than Kinder Morgan and its subsidiaries, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions), outside of the ordinary course of business, of assets of Copano and its subsidiaries (including securities of its subsidiaries) equal to 25% or more of Copano's consolidated assets or to which 25% or more of Copano's revenues or earnings on a consolidated basis are attributable, (ii) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of 25% or more of any class of equity securities of Copano, (iii) tender offer or exchange offer that if consummated would result in any person or "group" (as defined in Section 13(d) of the Exchange Act) beneficially owning 25% or more of any class of equity securities of Copano or (iv) merger, consolidation, unit exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Copano which is structured to permit such person or group to acquire beneficial ownership of at least 25% of Copano's consolidated assets or equity interests; in each case, other than the transactions contemplated by the merger agreement.

Series A Change of Control Offer

        Under the Copano LLC agreement, Copano is required to, within five business days following the execution of a definitive agreement in connection with a transaction that will result in a change of control of Copano, make an irrevocable written offer to each holder of Series A convertible preferred units to convert all (but not less than all) of such holder's Series A convertible preferred units into Copano common units. Each holder of Series A convertible preferred units that elects to have all of its Series A convertible preferred units converted to Copano common units pursuant to the Series A change of control offer is required to notify Copano of such holder's election within the time period specified in the Copano LLC agreement. In accordance with the Copano LLC agreement and the merger agreement, on February 1, 2013, Copano delivered a Series A change of control offer to TPG, the beneficial owner of 12,897,029 Series A convertible preferred units as of the date of the merger agreement. On February 8, 2013, TPG notified Copano of its election, subject to the conditions set forth in the voting agreement, to have all of its Series A convertible preferred units converted into Copano common units as set forth in the Series A change of control offer immediately prior to the effective time.

No Solicitation by Copano of Alternative Proposals

        The merger agreement contains detailed provisions prohibiting Copano from seeking an alternative proposal to the merger. Under these "no solicitation" provisions, Copano has agreed that it will not, and will cause its subsidiaries and use reasonable best efforts to cause its and its subsidiaries' directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives not to, directly or indirectly:

•

solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute the submission of an alternative proposal; or



•

except as permitted by the merger agreement, enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or other similar agreement relating to an alternative proposal.

        The merger agreement requires Copano and its subsidiaries to (i) cease and cause to be terminated any discussions or negotiations with any persons conducted prior to the execution of the merger agreement regarding an alternative proposal, (ii) request the return or destruction of all confidential information previously provided to any such persons and (iii) immediately prohibit any

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access by any persons (other than Kinder Morgan and its representatives) to any physical or electronic data room relating to a possible alternative proposal.

        Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances at any time prior to Copano's unitholders voting in favor of adopting the merger agreement, Copano may furnish information, including confidential information, with respect to it and its subsidiaries to, and participate in discussions or negotiations with, any third party that makes a written alternative proposal that the Copano board of directors believes is bona fide, and (after consultation with its financial advisors and outside legal counsel) the Copano board of directors determines in good faith constitutes or could reasonably be expected to result in a superior proposal and such alternative proposal did not result from a material breach of the no solicitation provisions in the merger agreement.

        Copano has also agreed in the merger agreement that it (i) will promptly, and in any event within 24 hours after receipt, notify Kinder Morgan of any alternative proposal or any request for information or inquiry with regard to any alternative proposal and the identity of the person making any such alternative proposal, request or inquiry, and (ii) will provide Kinder Morgan the terms, conditions and nature of any such alternative proposal, request or inquiry (including providing Kinder Morgan with copies of any written materials received from or on behalf of such person making an alternative proposal). In addition, Copano has agreed to promptly keep Kinder Morgan reasonably informed of all material developments affecting the status and terms of any such alternative proposals, offers, inquiries or requests (and promptly provide Kinder Morgan with copies of any additional written materials received by Copano or that Copano has delivered to any third party making an alternative proposal) and of the status of any such discussions or negotiations.

        The merger agreement permits Copano's board of directors to issue a "stop, look and listen" communication pursuant to Rule 14d-9(f) or comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act if the board of directors of Copano determines in good faith (after consultation with outside legal counsel) that the failure to take such action would be reasonably likely to constitute a violation of applicable law.

        For purposes of the merger agreement, a superior proposal means a bona fide written offer, obtained after the date of the merger agreement and not in breach of Copano's no solicitation obligations described above (other than an immaterial breach) to acquire, directly or indirectly, more than 50% of the outstanding equity securities of Copano or assets of Copano and its subsidiaries on a consolidated basis, made by a third party, which is on terms and conditions which Copano's board of directors determines in its good faith to be more favorable to Copano's unitholders from a financial point of view than the transactions contemplated by the merger agreement, taking into account at the time of such determination any changes to the terms of the merger agreement that as of that time had been committed to by Kinder Morgan in writing.

Change in Copano Board Recommendation

        The merger agreement provides that Copano will not, and will cause its subsidiaries and use reasonable best efforts to cause its directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives not to, directly or indirectly, withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Kinder Morgan, Copano's board of directors' recommendation that Copano's unitholders adopt the merger agreement or publicly recommend the approval or adoption of, or publicly approve or adopt, or propose to publicly recommend, approve or adopt, any alternative proposal. In addition, within five business days of receipt of a written request from Kinder Morgan following the receipt by Copano of an alternative proposal, Copano will publicly reconfirm Copano's board of directors' recommendation that Copano's unitholders adopt the merger agreement and Copano may not unreasonably withhold, delay (beyond

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the five business day period) or condition such public reconfirmation; provided, that Kinder Morgan is not permitted to make such request on more than one occasion in respect of each alternative proposal and each material modification to an alternative proposal, if any.

        Copano taking or failing to take, as applicable, any of the actions described above is referred to as an "adverse recommendation change."

        Notwithstanding the terms above or any other term of the merger agreement to the contrary, subject to the conditions described below, the board of directors of Copano may, at any time prior to the adoption of the merger agreement by the unitholders of Copano, effect an adverse recommendation change if Copano receives a written alternative proposal that Copano's board of directors believes is bona fide and the Copano board of directors, after consultation with its financial advisors and outside legal counsel, concludes that such alternative proposal constitutes a superior proposal and if it determines in good faith, after consultation with outside counsel, that failing to take any such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law. Such adverse recommendation change may only be effected if the following conditions are satisfied:

•

Copano provides prior written notice to Kinder Morgan specifying (in reasonable detail) the reasons for such action (including a description of the material terms of such superior proposal and delivers to Kinder Morgan a copy of (i) the acquisition agreement for such superior proposal and (ii) any other relevant proposed transaction agreements) at least five calendar days in advance of its intention to take such action with respect to such adverse recommendation change (unless at the time such notice is otherwise required to be given there are less than five calendar days prior to the special meeting of Copano unitholders, in which case Copano will provide as much notice as is reasonably practicable); provided, that Copano's board of directors is required to give a new notice at least one business day in advance of Copano's intention to take such action in connection with any material amendment to the terms of the superior proposal; and



•

during such five calendar day period, (i) Copano negotiates, and uses its reasonable best efforts to cause its financial advisors and outside legal counsel to negotiate, with Kinder Morgan in good faith (to the extent Kinder Morgan desires to negotiate) to make such adjustments to the terms and conditions of the merger agreement so that such superior proposal ceases to constitute (in the judgment of Copano's board of directors) a superior proposal.

        Further, notwithstanding the terms above to the contrary, Copano's board of directors may, at any time prior to the adoption of the merger agreement by Copano's unitholders, effect an adverse recommendation change in response to an intervening event (as described below) if Copano's board of directors concludes in good faith, after consultation with outside counsel and its financial advisors, that the exercise of its fiduciary duties requires such adverse recommendation change.

        An "intervening event" means, with respect to Copano, a material event or circumstance that arises or occurs after the date of the merger agreement and was not, prior to such date, reasonably foreseeable by Copano's board of directors; provided, however, that the receipt, existence or terms of an alternative proposal or any matter relating thereto or consequence thereof will not constitute an intervening event.

Merger Consideration

        The merger agreement provides that, at the effective time, each Copano common unit issued and outstanding or deemed issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.4563 Kinder Morgan common units. Each Copano security owned by Copano, Kinder Morgan or Merger Sub immediately prior to the effective time will be cancelled

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without any conversion or payment of consideration in respect thereof. Any Copano securities owned by any other subsidiary of Kinder Morgan or Copano will be exchanged for the merger consideration.

        Kinder Morgan will not issue any fractional units in the merger. Instead, each holder of Copano common units that are converted pursuant to the merger agreement who otherwise would have received a fraction of a Kinder Morgan common unit will be entitled to receive, from the exchange agent appointed by Kinder Morgan pursuant to the merger agreement, a cash payment in lieu of such fractional units representing such holder's proportionate interest in the proceeds from the sale by the exchange agent of the number of excess Kinder Morgan common units represented by the aggregate amount of fractional Kinder Morgan common units.

Treatment of Equity Awards

        Under the merger agreement, equity-based awards held by Copano's directors and executive officers as of the effective time will be treated at the effective time as follows:

        Options.    Each Copano option or similar right to purchase Copano common units that was granted under a Copano equity incentive plan and that is outstanding and unexercised immediately prior to the effective time (whether or not then vested or exercisable), as of immediately prior to the effective time, by virtue of the occurrence of the consummation of the merger and without any action on the part of the holder of such Copano option, will be deemed net exercised for that number of whole Copano common units, which shall be deemed issued and outstanding as of immediately prior to the effective time, equal to, rounded down to the nearest whole common unit, (i) the number of Copano common units subject to such Copano option immediately prior to the effective time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Copano common units with a fair market value (as such term is defined in the applicable Copano equity incentive plan) as of immediately prior to the effective time equal to the aggregate exercise price of such Copano option. Each Copano common unit deemed issued and outstanding pursuant to such net exercise will at the effective time be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

        Unit Appreciation Rights.    Each Copano unit appreciation right that was granted under a Copano equity incentive plan and that is outstanding and unexercised immediately prior to the effective time (whether or not then vested or exercisable), as of immediately prior to the effective time, by virtue of the occurrence of the consummation of the merger and without any action on the part of the holder of such Copano unit appreciation right, will be deemed net exercised for that number of whole Copano common units, which shall be deemed issued and outstanding as of immediately prior to the effective time, equal to, rounded down to the nearest whole common unit, (i) the number of Copano common units subject to such Copano unit appreciation right immediately prior to the effective time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Copano common units with a fair market value (as such term is defined in the applicable Copano equity incentive plan) as of immediately prior to the effective time equal to the aggregate exercise price of such Copano unit appreciation right. Each Copano common unit deemed issued and outstanding pursuant to such net exercise will at the effective time be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement.

        Phantom Units.    Each phantom Copano common unit that was granted under a Copano equity incentive plan and that is outstanding immediately prior to the effective time, automatically and without any action on the part of the holder of such phantom Copano common unit, will at the effective time vest in full (in the case of performance-based phantom Copano common units, based on a target earned percentage of 100%), the restrictions with respect thereto will lapse, and each Copano common unit deemed to be issued in settlement thereof will be deemed issued and outstanding as of immediately prior to the effective time and at the effective time will be converted into the right to

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receive the merger consideration in accordance with the terms of the merger agreement. In addition, any tandem equivalent distribution rights payable with respect to each phantom Copano common unit that vests in accordance with the merger agreement will at the effective time and without any action on the part of any holder thereof vest in full and become immediately payable in cash in accordance with the terms of the merger agreement.

        Restricted Units.    Each restricted Copano common unit that was granted under a Copano equity incentive plan and that is outstanding immediately prior to the effective time, automatically and without any action on the part of the holder of such restricted Copano common unit, will at the effective time vest in full and the restrictions with respect thereto will lapse, and each restricted Copano common unit will be treated as an issued and outstanding Copano common unit as of immediately prior to the effective time and at the effective time will be converted into the right to receive the merger consideration in accordance with the terms of the merger agreement. In addition, any accrued distribution payable with respect to each restricted Copano common unit that vests in accordance with the merger agreement will at the effective time vest in full and become immediately payable in cash.

Adjustments to Prevent Dilution

        Prior to the effective time, the exchange ratio will be appropriately adjusted to reflect fully the effect of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction with respect to Copano common units or Kinder Morgan common units, to provide the holders of Copano common units the same economic effect as contemplated by the merger agreement.

Withholding

        Kinder Morgan, Merger Sub and the exchange agent will be entitled to deduct and withhold from the consideration otherwise payable to a holder of Copano options, Copano unit appreciation rights, phantom Copano common units and Copano common units (including, for the avoidance of doubt, restricted Copano common units) such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of U.S. federal, state, local or foreign tax law. To the extent that deduction and withholding is required, such deduction and withholding will be taken in Kinder Morgan common units. To the extent withheld, such withheld Kinder Morgan common units will be treated as having been paid to the former holder of Copano options, Copano unit appreciation rights, phantom Copano common units and Copano common units (including, for the avoidance of doubt, restricted Copano common units), as applicable, in respect of whom such withholding was made.

Dividends and Distributions

        No dividends or other distributions with respect to Kinder Morgan common units issued in the merger will be paid to the holder of any unsurrendered certificates until such certificates are surrendered. Following such surrender, there will be paid, without interest, to the record holder of Kinder Morgan common units issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such Kinder Morgan common units with a record date after the effective time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Kinder Morgan common units with a record date after the effective time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of Kinder Morgan common units, all Kinder Morgan common units to be issued pursuant to the merger will be entitled to dividends as if issued and outstanding as of the effective time.

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Regulatory Matters

        See "Proposal 1: The Merger—Regulatory Approvals and Clearances Required for the Merger" for a description of the material regulatory requirements for the completion of the merger.

        Kinder Morgan and Copano have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to resolve any objections that a governmental authority or any other person may assert under antitrust laws with respect to the merger, and to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental authority with respect to the merger, in each case, so as to enable the closing of the merger to occur as promptly as practicable and in any event no later than January 29, 2014. Notwithstanding the foregoing, Kinder Morgan is not required to offer, accept or agree to any dispositions or holdings separate of, and/or limitations or restrictions on, its or Copano's businesses, operations or assets unless the following conditions are satisfied: (1) any such dispositions of, or limitations on, are, individually and in the aggregate, immaterial to the businesses, operations and/or assets of Copano, Kinder Morgan or their respective subsidiaries (provided, that, in the case of Kinder Morgan and its subsidiaries, for purposes of determining whether a business, operation or asset is immaterial, it shall be assumed that Kinder Morgan and its subsidiaries are of equivalent size to the current size of Copano and its subsidiaries, in each case taken as a whole) and (2) the effect of any such dispositions, holdings separate, limitations and/or restrictions would not, individually or in the aggregate, reasonably be expected to result in a loss (other than an immaterial loss) of the reasonably expected benefits to Kinder Morgan of the merger.

Termination of the Merger Agreement

        Kinder Morgan or Copano may terminate the merger agreement at any time prior to the effective time, whether before or after the unitholders of Copano have approved the merger agreement, by mutual written consent.

        In addition, either Kinder Morgan or Copano may terminate the merger agreement at any time prior to the effective time by written notice to the other party if:

•

the merger has not occurred on or before January 29, 2014; provided, that the right to terminate the merger agreement if the merger has not occurred on or before January 29, 2014 will not be available to a party (i) if the inability to satisfy the conditions to closing was due to the failure of such party to perform any of its obligations under the merger agreement or (ii) if the other party has filed (and is then pursuing) an action seeking specific performance to enforce the obligations under the merger agreement;



•

any governmental authority has issued a final and nonappealable law, injunction, judgment or ruling that enjoins or otherwise prohibits the transactions contemplated by the merger agreement or makes the transactions contemplated by the merger agreement illegal; provided, that the right to terminate the merger agreement for this reason will not be available to a party if such restraint was due to the failure of such party to perform any of its obligations under the merger agreement;



•

unitholders of Copano do not adopt the merger agreement at a special meeting of Copano unitholders or any adjournment or postponement of such meeting; or



•

there is a breach by the non-terminating party of any of its representations, warranties, covenants or agreements under the merger agreement which (i) results in the failure of certain closing conditions to be satisfied and (ii) is incapable of being cured or, if capable of being cured, has not been cured within 30 days following receipt of written notice of such breach from the terminating party; provided, that the terminating party will not have the right to terminate the merger agreement for this reason if it is then in material breach of any of its representations, warranties, covenants or agreements contained in the merger agreement.

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        In addition, Kinder Morgan may terminate the merger agreement if:

•

an adverse recommendation change shall have occurred; or



•

prior to the adoption of the merger agreement by the unitholders of Copano, Copano is in willful breach of its obligations to (i) duly call, give notice of and hold a special meeting of Copano unitholders for the purpose of obtaining unitholder approval of the merger agreement and, through Copano's board of directors, recommend the adoption of the merger agreement to Copano's unitholders or (ii) comply with the requirements described under "The Merger Agreement—No Solicitation by Copano of Alternative Proposals;" other than in the case where (A) such willful breach is a result of an isolated action by a Copano representative (other than a Copano director or officer) and not caused by, or within the knowledge of, Copano and (B) Copano takes appropriate actions to remedy such willful breach upon discovery thereof; provided, that the right to terminate the merger agreement for this reason will not be available to Kinder Morgan if it is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement.

        In some cases, termination of the merger agreement may require Copano to pay a termination fee to Kinder Morgan and Kinder Morgan to pay a termination fee to Copano, as described below under "—Termination Fees."

Termination Fees

        The merger agreement provides that Kinder Morgan is required to pay a termination fee of $75 million, which is referred to as the antitrust termination fee, to Copano if:

          (i)  Kinder Morgan or Copano terminates the merger agreement as a result of either (A) a governmental authority issuing a final and nonappealable law, order, injunction, judgment or ruling related to antitrust laws that enjoins, restrains, prevents or prohibits the consummation of the transactions contemplated by the merger agreement or (B) the closing of the merger having not occurred by January 29, 2014 and at the time of such termination either (x) the waiting period applicable to the merger under the HSR Act shall not have terminated or expired or (y) a governmental authority shall have issued a law, order, injunction, judgment or ruling related to antitrust laws that enjoins, restrains, prevents or prohibits the consummation of the transactions contemplated by the merger agreement;

         (ii)  the failure of one or more of the conditions set forth in clauses (B)(x) or (B)(y) above to be satisfied is not primarily caused by any willful breach of the reasonable best efforts covenant in the merger agreement by Copano; and

        (iii)  all other conditions to the obligation of Kinder Morgan and Merger Sub to consummate the merger have been satisfied or waived.

        In the event Kinder Morgan were to fail to comply with its obligations under the merger agreement to use its reasonable best efforts to obtain the necessary governmental clearances to consummate the merger, Copano may be entitled to seek specific performance to enforce Kinder Morgan's obligations and/or seek damages against Kinder Morgan. For a more detailed description of Kinder Morgan's obligations under the merger agreement to obtain the necessary governmental clearances and the procedures related thereto, and the limitations on such obligations, see "—Regulatory Matters." In the event Kinder Morgan were to pay the antitrust termination fee to Copano when required, Kinder Morgan would have no further liability to Copano as further described under "—Remedies; Specific Performance."

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        The merger agreement provides that Copano is required to pay a termination fee of $115 million, which is referred to as the termination fee, to Kinder Morgan:

•

if (i) an alternative proposal was publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the date of the special meeting of Copano unitholders called for the purpose of adopting the merger agreement (or, if the special meeting of Copano unitholders did not occur, prior to the date on which the merger agreement was terminated as a result of the failure to consummate the merger prior to January 29, 2014), (ii) the merger agreement is terminated by Copano or Kinder Morgan (A) as a result of the failure to consummate the merger prior to January 29, 2014 or (B) because the merger agreement was not adopted at the special meeting of Copano unitholders called for such purpose, and (iii) Copano enters into a definitive agreement with respect to, or consummates, any alternative proposal during the 12-month period following the date on which the merger agreement is terminated; provided, that for purposes of the payment of the termination fee described above, the term "alternative proposal" has the meaning provided under "—Copano Unitholder Approval," except that the references to "25% or more" will be deemed to be references to "more than 50%;"



•

if Kinder Morgan terminates the merger agreement due to:



•

an adverse recommendation change having occurred;



•

Copano being, prior to the adoption of the merger agreement by Copano unitholders, in willful breach of its obligations to (i) duly call, give notice of and hold a special meeting of its unitholders for the purpose of obtaining unitholder approval of the merger agreement and, through Copano's board of directors, recommend the adoption of the merger agreement to Copano's unitholders or (ii) comply with the requirements described under "The Merger Agreement—No Solicitation by Copano of Alternative Proposals;" other than in the case where (A) such willful breach is a result of an isolated action by a Copano representative (other than a Copano director or officer) and not caused by, or within the knowledge of, Copano and (B) Copano takes appropriate actions to remedy such willful breach upon discovery thereof; or



•

a willful breach by Copano of any of its representations, warranties, covenants or agreements in the merger agreement which (i) results in the failure of certain closing conditions to be satisfied and (ii) is incapable of being cured or, if capable of being cured, has not been cured within 30 days following receipt of written notice of such breach from Kinder Morgan; or



•

if Copano terminates the merger agreement because the merger agreement was not adopted by Copano unitholders at a special meeting of Copano unitholders called for such purpose in a case where an adverse recommendation change has occurred.

Expenses

        Generally, all fees and expenses incurred in connection with the transactions contemplated by the merger agreement will be the obligation of the respective party incurring such fees and expenses, except that Kinder Morgan and Copano will each pay one-half of the expenses incurred in connection with the filing, printing and mailing of this proxy statement/prospectus.

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Conduct of Business Pending the Consummation of the Merger

        Under the merger agreement, each of Kinder Morgan and Copano has undertaken certain covenants that place restrictions on it and its respective subsidiaries from the date of the merger agreement until the earlier of the termination of the merger agreement in accordance with its terms and the effective time, unless the other party gives its prior written consent (which, in certain instances, cannot be unreasonably withheld, conditioned or delayed). In general, each party has agreed to (i) cause its respective business to be conducted in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its respective business organization, (iii) use commercially reasonable efforts to keep in full force and effect all material insurance policies maintained by it, its subsidiaries and its joint ventures, other than changes to such policies made in the ordinary course of business and (iv) use commercially reasonable efforts to comply in all material respects with all applicable laws and the requirements of its respective material contracts.

        Subject to certain exceptions set forth in the merger agreement and the disclosure schedules delivered by Copano to Kinder Morgan in connection with the merger agreement, unless Kinder Morgan consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Copano has agreed to certain restrictions limiting its and its respective subsidiaries' ability to, among other things:

•

sell, transfer, lease, farmout or otherwise dispose of any properties or assets that (i) do not generate cash on a recurring basis and have a fair market value in excess of $1 million in the aggregate (except (A) pursuant to certain contracts listed in the disclosure schedules, (B) dispositions of obsolete or worthless equipment that is replaced with comparable or better equipment, (C) transactions in the ordinary course of business consistent with past practice or (D) sales or transfers to Copano or its subsidiaries) and (ii) generate cash on a recurring basis (including securities of Copano's subsidiaries);



•

make any capital expenditures (which includes, among others, any investments by contribution to capital) in excess of $50 million in the aggregate for any fiscal year other than certain capital expenditures set forth on the disclosure schedules or as may be reasonably required to conduct emergency operations or repairs of any well, pipeline or other facility;



•

directly or indirectly acquire (i) any entity, division, business or equity interest of any third party, or (ii) except in the ordinary course of business consistent with past practice, any assets that, in the aggregate, have a purchase price in excess of $50 million;



•

make any loans or advances to any person other than (i) travel, relocation expenses and similar expenses or advances to employees in the ordinary course of business consistent with past practice, (ii) loans and advances to Copano or its subsidiaries and (iii) trade credit granted in the ordinary course of business consistent with past practice;



•

(i) except for in connection with certain contracts relating to indebtedness or commodity derivative instruments entered into in compliance with Copano's risk management policy, certain contracts set forth on the disclosure schedules and (other than in the case of non-competition agreements) as in the ordinary course of business consistent with past practice, enter into material contracts or terminate or amend in any material respect any material Copano contract or (ii) (A) waive any material rights under any material Copano contract, (B) enter into or extend the term or scope of any material Copano contract that materially restricts Copano or any of its subsidiaries from engaging in any line of business or in any geographic area, (C) enter into any material Copano contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the transactions contemplated by the merger agreement, or (D) release any person from, or modify or waive any

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provision of, any standstill, confidentiality or similar agreement related to the sale of Copano or any of its material subsidiaries;

•

except as required by applicable law (including to avoid the imposition of penalty taxed under Section 409A of the Code), as required by the terms, as of the date of the merger agreement, of certain Copano benefit plans set forth in the disclosure schedules delivered by Copano to Kinder Morgan in connection with the merger agreement, (i) increase the compensation of any executive officer, (ii) pay any bonus or incentive compensation, (iii) grant any new equity or non-equity based compensation award, (iv) enter into, establish, amend or terminate any Copano benefit plan or any other agreement or arrangement which would be a Copano benefit plan if it were in effect on the date of the merger agreement, or (v) fund any Copano benefit plan or trust relating thereto;



•

adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions between wholly owned subsidiaries of Copano); or



•

except as provided under any agreement entered into prior to the date of the merger agreement, pay, discharge, settle or satisfy any suit, action, claims or proceeding, in excess of $1 million individually or $5 million in the aggregate.

        Copano has further agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered by Copano to Kinder Morgan, Copano will not, and will not permit any of its subsidiaries to, among other things, undertake the following actions without the consent of Kinder Morgan (which consent may be withheld in Kinder Morgan's sole discretion):

•

issue, sell, grant, dispose of, accelerate the vesting of or modify, any ownership or other limited liability company interests in Copano, voting securities or equity interests, or any securities convertible into or exchangeable for ownership or other limited liability company interests in Copano, voting securities or equity interests, except that Copano may issue Copano common units upon the exercise of Copano options, unit appreciation rights or phantom units, in each case, which are outstanding as of the date of the merger agreement and upon the conversion of Series A convertible preferred units to Copano common units;



•

redeem, purchase or otherwise acquire any ownership or other limited liability company interests in, voting securities or equity interests, except in connection with the exercise of Copano options or the vesting, settlement or forfeiture of, or tax withholding with respect to, equity or equity-based awards under Copano equity plans and outstanding as of the date of the merger agreement;



•

declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any Copano common units or Series A convertible preferred units, or otherwise make any payments to Copano unitholders in their capacity as such, other than (i) dividends by a subsidiary to its parent, (ii) Copano's regular quarterly distribution up to $0.575 per Copano common unit and (iii) certain distributions in respect of Series A convertible preferred units;



•

split, combine, subdivide or reclassify any Copano common units or Series A convertible preferred units;



•

incur, refinance or assume any indebtedness for borrowed money or guarantee any such indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Copano or any of its subsidiaries or joint

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ventures, except that Copano may borrow up to $10 million in the aggregate, and, if doing so would not breach, conflict with or require the consent of any third party, Copano also may:

•

borrow under Copano's existing credit facility (and to the extent such credit facility is increased, up to the amount set forth on the disclosure schedules);



•

refinance, replace or amend any indebtedness that may default or come due as a result of the transactions (provided, that Copano consults with Kinder Morgan in connection with any such action) or that is required to be repaid or repurchased pursuant to its terms; and



•

borrow from or repay a subsidiary, and Copano's subsidiaries may borrow from or repay Copano;



•

prepay or repurchase any long-term indebtedness for borrowed money or debt securities of Copano or any of its subsidiaries, other than revolving indebtedness, borrowings from Copano to a subsidiary and repayments or repurchases required pursuant to the terms of such indebtedness or debt securities;



•

except as required by applicable law, (i) change its fiscal year or method of tax accounting, (ii) make, change or revoke any material tax election, (iii) settle or compromise any material liability for taxes or (iv) file any material amended tax return;



•

make any changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable law; or



•

amend Copano's certificate of formation or the Copano LLC agreement.

        Subject to certain exceptions set forth in the merger agreement and the disclosure schedules delivered by Kinder Morgan to Copano in connection with the merger agreement, unless Copano consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Kinder Morgan has agreed to certain restrictions limiting its and its subsidiaries' ability to, among other things:

•

issue, sell, grant, dispose of, accelerate the vesting of or modify any limited partnership interests in Kinder Morgan, voting securities or equity interests, or any securities convertible into or exchangeable for limited partnership interests in Kinder Morgan, other than in connection with (i) the exercise of certain options that are outstanding on the date of the merger agreement or thereafter granted in accordance with their terms or (ii) a transaction involving the acquisition of assets or equity interests from an affiliate of Kinder Morgan, which is referred to as a drop down transaction;



•

redeem, purchase or otherwise acquire any of Kinder Morgan's outstanding limited partnership interests, voting securities or equity interests, except in connection with the exercise of options for Kinder Morgan common units or the vesting, settlement or forfeiture of, or tax withholding with respect to, equity or equity-based awards outstanding on the date of the merger agreement or thereafter granted in accordance with their terms;



•

declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any Kinder Morgan common units, or otherwise make any payments to Kinder Morgan's unitholders in their capacity as such other than (i) dividends by a direct or indirect subsidiary to its parent, (ii) Kinder Morgan's regular quarterly dividend and associated distributions to Kinder Morgan GP, (iii) distributions in connection with a drop down transaction or (iv) as described in the disclosure schedules;



•

split, combine, subdivide or reclassify any Kinder Morgan common units;

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•

incur or assume any indebtedness for borrowed money or guarantee any such indebtedness for borrowed money or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Kinder Morgan or any of its subsidiaries or joint ventures, other than (i) aggregate borrowings by Kinder Morgan or any of its subsidiaries up to 10% more than set forth in Kinder Morgan's annual budget for fiscal year 2013, (ii) borrowings in the ordinary course of business consistent with past practice, (iii) borrowings under Kinder Morgan's existing credit facility or any replacement thereof, (iv) refinancing, replacement or amendment of any indebtedness, (v) borrowings from Kinder Morgan or any of its subsidiaries, (vi) borrowings or repayments of borrowings from Kinder Morgan or any of its subsidiaries and guarantees by Kinder Morgan or any of its subsidiaries of indebtedness of Kinder Morgan and its subsidiaries or (vii) in connection with a drop down transaction;



•

amend Kinder Morgan's certificate of limited partnership or limited partnership agreement (other than in connection with a drop down transaction or as set forth on the disclosure schedules); or



•

adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions between wholly owned subsidiaries of Kinder Morgan or as set forth on the disclosure schedules).

Indemnification; Directors' and Officers' Insurance

        The merger agreement provides that, from and after the effective time, solely to the extent that Copano or any applicable subsidiary of Copano would be permitted to indemnify an indemnified party, Kinder Morgan and the surviving entity will, jointly and severally, to the fullest extent permitted by law, indemnify, defend and hold harmless, and provide advance and reimbursement of reasonable expenses to, all past and present directors, officers and employees of Copano or any of its subsidiaries, solely to the extent that Copano or any applicable subsidiary would be permitted to indemnify such indemnified persons.

        In addition, from and after the effective time and as provided by the merger agreement, Kinder Morgan and the surviving entity will (i) honor the provisions regarding the elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in Copano's certificate of formation and the Copano LLC agreement and comparable governing instruments of any of its subsidiaries immediately prior to the effective time and ensure that the certificate of formation and limited liability company agreement of the surviving entity will, for a period of six years following the effective time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation than are presently set forth in such Copano governing documents and (ii) maintain in effect for six years from the effective time of the merger Copano's current directors' and officers' liability insurance policies covering acts or omissions occurring at or prior to the effective time with respect to such indemnified persons, so long as the surviving entity is not required to expend more than an amount per year equal to 300% of current annual premiums paid by Copano for such insurance. Copano may, in its sole discretion prior to the effective time, purchase a "tail policy" with respect to acts or omissions occurring or alleged to have occurred prior to the effective time that were committed or alleged to have been committed by any past and present directors, officers and employees of Copano or any of its subsidiaries in their capacity as such, so long as the cost of such policy does not exceed six times an amount equal to 300% of the current annual premiums paid by Copano for directors' and officers' liability insurance policies and, if such a "tail policy" is purchased, Kinder Morgan will have no further obligations with respect to maintaining directors' and officers' liability insurance.

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Employee Matters

        Pursuant to the merger agreement, Kinder Morgan has acknowledged that the consummation of the merger will constitute a "change of control" for purposes of the Copano equity plan and certain other Copano benefit plans.

        Pursuant to the merger agreement, Kinder Morgan has agreed that, after completion of the merger, it will, subject to certain exceptions as provided in the merger agreement:

•

assume all Copano benefit plans in accordance with their terms as in effect immediately before the effective time; provided, that nothing will limit the right of Copano or Kinder Morgan or any of their respective affiliates to amend or terminate such benefit plans to the extent permitted by their terms;



•

for one year following the effective time, provide, or cause to be provided, to each employee of Copano or any of its subsidiaries as of immediately prior to the effective time, for so long as such employee remains an employee of Kinder Morgan, Copano or any of their respective affiliates during such one-year period, (i) base salary or regular hourly wage which is the same as or no less favorable than that provided to such employee immediately before the effective time and (ii) eligibility to participate in the benefit plans (including cash incentive compensation plans) sponsored or maintained by KMI on the same basis as such eligibility to participate is provided to similarly situated employees of KMI;



•

maintain Copano's change in control severance plans in accordance with their terms. In addition, in the event that any portion of Copano's assets are sold during the one-year period following the effective time, Kinder Morgan will use its commercially reasonable efforts to ensure that the purchaser of such assets provides the foregoing benefits to the applicable employees who will be employees of the purchaser of such assets through the end of such one-year period;



•

for all purposes (including purposes of vesting, eligibility to participate and level of benefits), under the benefit plans of Kinder Morgan and its subsidiaries providing benefits to any employee after the effective time who was an employee of Copano or any of its subsidiaries as of immediately prior to the effective time, credit such employees with their years of service with Copano and its subsidiaries and their respective predecessors before the effective time, to the same extent as such employee was entitled, before the effective time, to credit for such service under any similar Copano benefit plan in which such employee participated or was eligible to participate immediately prior to the effective time; provided that the foregoing will apply to determine the crediting rate under Kinder Morgan's cash balance plan but will not apply with respect to either benefit accrual attributable to any period prior to the effective time under any defined benefit pension plan, or to the extent that its application would result in a duplication of benefits;



•

to the extent an employee of Copano or any of its subsidiaries is eligible to participate in a benefit plan of Kinder Morgan and its subsidiaries providing benefits to Copano employees after the effective time, allow such employee to be eligible to participate, without any waiting time, in any and all benefit plans of Kinder Morgan and its subsidiaries providing benefits to Copano employees after the effective time of the same type of any Copano benefit plan that such Copano employee participated in immediately prior to the effective time;



•

for purposes of each benefit plan of Kinder Morgan and its subsidiaries providing benefits to Copano employees after the effective time providing medical, dental, pharmaceutical and/or vision benefits to Copano employees, cause all pre-existing condition exclusions and actively-at-work requirements to be waived unless such conditions would not have been waived under the comparable Copano benefit plans in which such employee participated immediately prior to the effective time;

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•

take into account for purposes of satisfying deductible, coinsurance and maximum out-of-pocket requirements under the benefit plans of Kinder Morgan and its subsidiaries providing benefits to Copano employees after the effective time providing medical, dental, pharmaceutical and/or vision benefits to Copano employees for the applicable plan year any eligible expenses incurred by Copano employees (and his or her covered dependents) under the corresponding Copano benefit plan in which such employee participated immediately prior to the effective time during the portion of the plan year of such Copano benefit plan ending on the date such employee's participation in the corresponding Kinder Morgan benefit plan begins;



•

at or as soon as practicable after the effective time, pay to each employee of Copano or any of its subsidiaries who participates in Copano's Management Incentive Compensation Plan as of immediately prior to the effective time, a prorated 2013 annual bonus based on deemed satisfaction of performance goals at target; and



•

honor all vacation that is accrued and unused by each employee of Copano or any of its subsidiaries as of immediately prior to the effective time and reflected on the balance sheet of Copano and its subsidiaries in accordance with the terms of Copano's policies as in effect as of immediately prior to the effective time. Upon each such Copano employee's termination of employment with Kinder Morgan and its subsidiaries other than due to voluntary resignation or retirement (unless payment is required by applicable law), such Copano employee will be entitled to a cash payment in respect of any such pre-closing vacation that is then-accrued and unused (at a rate based on such Copano employee's base salary then in effect). All vacation and paid time off that is accrued by Copano employees following the effective time will be subject to the policies of KMI.

Amendment and Waiver

        At any time prior to the effective time, whether before or after adoption of the merger agreement by Copano unitholders, the parties may, by written agreement, amend the merger agreement; provided, however, that following approval of the merger and the other transactions contemplated by the merger agreement by Copano unitholders, no amendment or change to the provisions of the merger agreement will be made which by law would require further approval by Copano unitholders without such approval.

        At any time prior to the effective time, any party to the merger agreement may, to the extent legally allowed:

•

waive any inaccuracies in the representations and warranties of any other party contained in the merger agreement;



•

extend the time for the performance of any of the obligations or acts of any other party provided for in the merger agreement; or



•

waive compliance by any other party with any of the agreements or conditions contained in the merger agreement, as permitted under the merger agreement.

Remedies; Specific Performance

        The merger agreement provides that, in the event Copano pays the termination fee (described under "—Termination Fees") to Kinder Morgan when required, Copano will have no further liability to Kinder Morgan, Merger Sub or Kinder Morgan GP. The merger agreement also provides that, in the event that Kinder Morgan pays the antitrust termination fee (described under "—Termination Fees") to Copano when required, Kinder Morgan will have no further liability to Copano. In addition, notwithstanding any termination of the merger agreement, the merger agreement provides that nothing in the agreement (other than payment of the termination fee and the antitrust termination fee) will

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relieve any party from any liability for any failure to consummate the transactions when required pursuant to the merger agreement or any party from liability for fraud or a willful breach of any covenant or agreement contained in the merger agreement. The merger agreement also provides that the parties are entitled to obtain an injunction to prevent breaches of the merger agreement and to specifically enforce the merger agreement.

Representations and Warranties

        The merger agreement contains representations and warranties made by Kinder Morgan and Copano. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

•

may be intended not as statements of fact or of the condition of the parties to the merger agreement or their respective subsidiaries, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;



•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the merger agreement, which disclosures may not be reflected in the merger agreement;



•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and



•

were made only as of the date of the merger agreement or such other date or dates as may be specified in the merger agreement and are subject to more recent developments which may not be publicly disclosed.

        Accordingly, the representations and warranties in the merger agreement may not describe the actual state of affairs as of the date they were made or at any other time.

        The representations and warranties made by both Kinder Morgan and Copano relate to, among other things:

•

organization, formation, standing, power and similar matters;



•

capital structure;



•

approval and authorization of the merger agreement and the transactions contemplated by the merger agreement and any conflicts created by such transactions;



•

required consents and approvals of governmental authorities in connection with the transactions contemplated by the merger agreement;



•

documents filed with the SEC, financial statements included in those documents and regulatory reports filed with governmental authorities;



•

absence of undisclosed liabilities since September 30, 2012;



•

absence of certain changes or events from September 30, 2012 through the date of the merger agreement and from the date of the merger agreement through the closing date;



•

legal proceedings;



•

compliance with applicable laws and permits;



•

information supplied in connection with this proxy statement/prospectus;



•

tax matters;



•

environmental matters;

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•

contracts of each party;



•

property;



•

opinion of financial advisor;



•

brokers and other advisors;



•

state takeover statutes; and



•

absence of additional representations and warranties.

        Additional representations and warranties made only by Copano relate to, among other things:

•

employee benefits;



•

labor matters;



•

intellectual property;



•

insurance; and



•

regulatory matters.

        Additional representations and warranties made only by Kinder Morgan relate to, among other things, financing of the merger.

Issuance of PIK Units; Dividends and Distributions

        The merger agreement provides that any PIK units issued prior to the closing date will be issued as of the close of business on the record date for the distribution of such PIK units. In addition, from the date of the merger agreement until the effective time, each of Kinder Morgan and Copano will coordinate with the other regarding the declaration of any distributions in respect of Kinder Morgan common units, Copano common units and Series A convertible preferred units. The merger agreement also provides that holders of Copano common units and Series A convertible preferred units will receive, for any quarter, either: (i) only distributions in respect of Copano common units or Series A convertible preferred units or (ii) only distributions in respect of Kinder Morgan common units that they receive in exchange therefor in the merger.

Additional Agreements

        The merger agreement also contains covenants relating to cooperation in the preparation of this proxy statement/prospectus and additional agreements relating to, among other things, access to information, notice of specified matters and public announcements. The merger agreement also obligates Kinder Morgan to have Kinder Morgan common units to be issued in connection with the merger approved for listing on the NYSE, subject to official notice of issuance, prior to the date of the consummation of the merger.

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THE VOTING AGREEMENT

        The following describes the material provisions of the voting agreement, which is attached as Annex B to this proxy statement/prospectus and which is incorporated herein by reference.

        The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the voting agreement. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. Kinder Morgan and Copano encourage you to read carefully the voting agreement in its entirety before making any decisions regarding the merger. The voting agreement and this summary of its terms have been included to provide you with information regarding the terms of the voting agreement.

        The voting agreement was entered into simultaneously with the execution of the merger agreement, on January 29, 2013, by and among Copano, Kinder Morgan, Kinder Morgan GP and TPG. As of the date of the voting agreement, TPG was the beneficial owner of 12,897,029 Series A convertible preferred units and no Copano common units. Pursuant to the terms of the voting agreement, TPG agreed to be present (in person or by proxy) and vote (or cause to be voted), to the extent entitled to vote thereon, all of its Series A convertible preferred units and Copano common units, if any: (i) in favor of (A) adoption of the merger agreement and the transactions contemplated thereby and (B) the approval of any proposal to adjourn or postpone the special meeting of Copano unitholders to a later date if there are not sufficient votes for adoption of the merger agreement; (ii) against any alternative proposal; and (iii) against any action or agreement (including any amendment of any agreement) that would, or would reasonably be expected to, prevent or in any material respect impede or delay the consummation of the merger and the other transactions contemplated by the merger agreement. At the close of business on the record date for the special meeting of Copano unitholders, TPG held approximately         percent of the voting power of Copano.

        TPG also agreed, during the term of the voting agreement, not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of any Series A convertible preferred units or Copano common units, or (ii) grant any proxies or powers of attorney or enter into a voting agreement with respect to any Series A convertible preferred units or Copano common units, in each case with respect to the matters set forth the preceding paragraph; provided, that TPG may transfer Series A convertible preferred units or Copano common units to an affiliate of TPG who has agreed to be bound by the terms of the voting agreement.

        In addition, TPG agreed that, as soon as reasonably practicable after receipt from Copano of the notice of a Series A change of control offer, TPG will notify Copano in writing of, and will not revoke, its election to have any and all Series A convertible preferred units held by TPG converted as of immediately prior to the effective time into Copano common units in accordance with the terms and conditions of the Copano LLC agreement. Upon the issuance of Copano common units to TPG, all of TPG's rights under the Series A convertible preferred units will cease and TPG will be the record holder of the number of Copano common units set forth in the notice of a Series A change of control offer.

        TPG's agreement to vote in favor of the merger agreement will remain in effect until the earliest to occur of (i) the date on which the approval of the merger agreement by Copano unitholders is obtained, (ii) January 29, 2014 and (iii) the termination of the merger agreement in accordance with its terms.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

        The following is a discussion of the material U.S. federal income tax consequences of the merger that may be relevant to Copano common unitholders and Kinder Morgan common unitholders. Unless otherwise noted, the legal conclusions set forth in the discussion relating to the consequences of the merger to Copano and its unitholders are the opinion of Wachtell, Lipton, Rosen & Katz, counsel to Copano, as to the material U.S. federal income tax consequences relating to those matters. Unless otherwise noted, the legal conclusions set forth in the discussion relating to the consequences of the merger to Kinder Morgan and its unitholders are the opinion of Bracewell & Giuliani LLP, counsel to Kinder Morgan, as to the material U.S. federal income tax consequences relating to those matters. This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), existing and proposed Treasury regulations promulgated under the Internal Revenue Code (the "Treasury Regulations") and current administrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. Neither Kinder Morgan nor Copano has sought a ruling from the IRS with respect to any of the tax consequences discussed below, and the IRS would not be precluded from taking positions contrary to those described herein. As a result, no assurance can be given that the IRS will agree with all of the tax characterizations and the tax consequences described below.

        This discussion does not purport to be a complete discussion of all U.S. federal income tax consequences of the merger. Moreover, the discussion focuses on Copano common unitholders and Kinder Morgan common unitholders who are individual citizens or residents of the United States (for U.S. federal income tax purposes) and has only limited application to corporations, estates, trusts, nonresident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, employee benefit plans, foreign persons, financial institutions, insurance companies, real estate investment trusts (REITs), individual retirement accounts (IRAs), mutual funds, traders in securities that elect mark-to-market, persons who hold Copano common units or Kinder Morgan common units as part of a hedge, straddle or conversion transaction, or directors and employees of Copano that received (or are deemed to receive) Copano common units as compensation or through the exercise (or deemed exercise) of options, unit appreciation rights, phantom units or restricted units granted under a Copano equity incentive plan. Also, the discussion assumes that the Copano common units and Kinder Morgan common units are held as capital assets at the time of the merger. Accordingly, Copano and Kinder Morgan strongly urge each Copano common unitholder and Kinder Morgan common unitholder to consult with, and depend upon, such unitholder's own tax advisor in analyzing the U.S. federal, state, local and foreign tax consequences particular to the unitholder of the merger.

Tax Opinions Required as a Condition to Closing

        No ruling has been or will be requested from the IRS with respect to the tax consequences of the merger. Instead, Kinder Morgan and Copano will rely on the opinions of their respective counsel regarding the tax consequences of the merger.

        It is a condition of Kinder Morgan's obligation to complete the merger that Kinder Morgan receive an opinion of its counsel, Bracewell & Giuliani LLP, to the effect that for U.S. federal income tax purposes:

•

none of Kinder Morgan, Kinder Morgan GP or Merger Sub will recognize any income or gain as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code);

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•

no gain or loss will be recognized by Kinder Morgan common unitholders as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code); and



•

at least ninety percent (90%) of the combined gross income of each of Kinder Morgan and Copano for the most recent four complete calendar quarters ending before the closing date for which the necessary financial information is available are from sources treated as "qualifying income" within the meaning of Section 7704(d) of the Internal Revenue Code.

        It is a condition of Copano's obligation to complete the merger that Copano receive an opinion of its counsel, Wachtell, Lipton, Rosen & Katz, to the effect that for U.S. federal income tax purposes, except with respect to fractional units:

•

Copano will not recognize any income or gain as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code); and



•

no gain or loss will be recognized by Copano common unitholders as a result of the merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Internal Revenue Code).

        The opinion of Wachtell, Lipton, Rosen & Katz will not extend to any Copano common unitholder who acquired common units from Copano in exchange for property other than cash.

        The opinions of counsel will assume that the merger will be consummated in the manner contemplated by, and in accordance with, the terms set forth in the merger agreement and described in this proxy statement/prospectus. In addition, the tax opinions delivered to Kinder Morgan and Copano at closing will be based upon representations of officers of Kinder Morgan, Kinder Morgan GP, Merger Sub and Copano and any of their respective affiliates. If either Kinder Morgan or Copano waives the receipt of the requisite tax opinion as a condition to closing and the changes to the tax consequences would be material, then this proxy statement/prospectus will be amended and recirculated and unitholder approval will be resolicited. Unlike a ruling, an opinion of counsel represents only that counsel's best legal judgment and does not bind the IRS or the courts. Accordingly, no assurance can be given that the above-described opinions and the opinions and statements made hereafter in this proxy statement/prospectus will be sustained by a court if contested by the IRS.

Assumptions Related to the U.S. Federal Income Tax Treatment of the Merger

        The discussion below assumes that Kinder Morgan will be classified as a partnership for U.S. federal income tax purposes at the time of the merger. Please read the discussion of the opinion of Bracewell & Giuliani LLP that Kinder Morgan is classified as a partnership for U.S. federal income tax purposes under "Material U.S. Federal Income Tax Consequences of Kinder Morgan Common Unit Ownership—Partnership Status" below. The discussion below also assumes that Copano will be classified as a partnership for U.S. federal income tax purposes at the time of the merger. Following the merger, a Copano common unitholder that receives Kinder Morgan common units will be treated as a partner in Kinder Morgan regardless of the U.S. federal income tax classification of Copano.

        Additionally, the discussion below assumes that all of the liabilities of Copano that are deemed assumed by Kinder Morgan in the merger qualify for an exception to the "disguised sale" rules. Copano and Kinder Morgan believe that such liabilities qualify for one or more of the exceptions to the "disguised sale" rules and intend to take the position that neither Copano nor Kinder Morgan will recognize any income or gain as a result of the "disguised sale" rules.

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U.S. Federal Income Tax Treatment of the Merger

        Upon the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Copano and all Copano common units will be converted into the right to receive Kinder Morgan common units. For U.S. federal income tax purposes, the merger is intended to be a "merger" of Kinder Morgan and Copano within the meaning of Treasury Regulations promulgated under Section 708 of the Internal Revenue Code, with Kinder Morgan being treated as the continuing partnership and Copano being treated as the terminated partnership.

        Assuming the merger is characterized as such, the following is deemed to occur for U.S. federal income tax purposes: (1) Copano will be treated as if it contributed a portion of its assets (subject to a portion of its liabilities) attributable to the interests of the Copano common unitholders (other than interests attributable to cash paid in lieu of fractional Kinder Morgan common units) to Kinder Morgan in exchange for the issuance to Copano of Kinder Morgan common units, followed by (2) a deemed liquidation of Copano in which the Kinder Morgan common units are distributed to the Copano common unitholders in exchange for their Copano common units and the remaining portion of Copano's assets (subject to the remaining portion of its liabilities) are distributed to Kinder Morgan in liquidation of its interest in Copano and the interest attributable to the cash paid in lieu of fractional Kinder Morgan common units (the "Assets-Over Form").

        The remainder of this discussion, except as otherwise noted, assumes that the merger and the transactions contemplated thereby will be treated for U.S. federal income tax purposes in the manner described above.

Tax Consequences of the Merger to Copano and Its Unitholders

        Except as described below with respect to a net decrease in a Copano common unitholder's share of nonrecourse liabilities and subject to the discussion below with respect to fractional common units, no gain or loss will be recognized by a Copano common unitholder for U.S. federal income tax purposes as a result of the merger.

        Possible Taxable Gain to Certain Copano Common Unitholders from Reallocation of Nonrecourse Liabilities.    As a partner in Copano, a Copano common unitholder is entitled to include the nonrecourse liabilities of Copano attributable to its Copano common units in the tax basis of its Copano common units. As a partner in Kinder Morgan after the merger, a Copano common unitholder will be entitled to include the nonrecourse liabilities of Kinder Morgan attributable to the Kinder Morgan common units received in the merger in the tax basis of such units received. The nonrecourse liabilities of Kinder Morgan will include the nonrecourse liabilities of Copano after the merger. The amount of nonrecourse liabilities attributable to a Copano common unit or a Kinder Morgan common unit is determined under complex regulations under Section 752 of the Internal Revenue Code.

        If the nonrecourse liabilities attributable to the Kinder Morgan common units received by a Copano common unitholder in the merger exceed the nonrecourse liabilities attributable to the Copano common units surrendered by the Copano common unitholder in the merger, the former Copano common unitholder's tax basis in the Kinder Morgan common units received will be correspondingly higher than the unitholder's tax basis in the Copano common units surrendered. If the nonrecourse liabilities attributable to the Kinder Morgan common units received by a Copano common unitholder in the merger are less than the nonrecourse liabilities attributable to the Copano common units surrendered by the Copano common unitholder in the merger, the former Copano common unitholder's tax basis in the Kinder Morgan common units received will be correspondingly lower than the unitholder's tax basis in the Copano common units surrendered.

        If any resulting reduction in a Copano common unitholder's share of nonrecourse liabilities exceeds such Copano common unitholder's tax basis in the Copano common units surrendered, such

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Copano common unitholder will recognize taxable gain in an amount equal to such excess. While there can be no assurance, Kinder Morgan and Copano do not expect any Copano common unitholder to recognize gain in this manner. However, the application of the rules governing the allocation of nonrecourse liabilities in the context of the merger is complex and subject to uncertainty, and there can be no assurance that there will not be a net decrease in the amount of nonrecourse liabilities allocable to a Copano common unitholder as a result of the merger.

        Gain or Loss from Cash Received in Lieu of Fractional Kinder Morgan Common Units.    Under applicable Treasury Regulations, cash received in lieu of a fractional Kinder Morgan common unit will be respected as a sale of part of a Copano common unitholder's Copano common units to Kinder Morgan that occurs as part of the merger if, among other requirements, the Copano common unitholder consents to treat that portion of the transaction as a sale. The merger agreement provides that each Copano common unitholder shall be deemed to have consented for U.S. federal income tax purposes to report the cash received in lieu of a fractional Kinder Morgan common unit in the merger as a sale of the applicable portion of the Copano common unitholder's Copano common units to Kinder Morgan immediately prior to the merger under applicable Treasury Regulations. There is some uncertainty as to whether such a deemed consent is effective under those Treasury Regulations. Kinder Morgan and Copano believe that such deemed consent should be effective and intend to take the position that such deemed consent is effective. Assuming such deemed consent is effective, a Copano common unitholder who receives cash in lieu of a fractional Kinder Morgan common unit in the merger will generally recognize gain or loss equal to the difference between the amount of cash received and its adjusted tax basis allocable to such fractional Kinder Morgan common unit.

        If such deemed consent is not effective, Kinder Morgan and Copano believe that Copano would be treated as if it sold a portion of its assets to Kinder Morgan for the cash deemed received plus a portion of its liabilities deemed assumed by Kinder Morgan. Any resulting gain recognized from this sale would be allocated to all the Copano unitholders for U.S. federal income tax purposes, whether or not they receive any of the cash. As a result, a Copano common unitholder could be allocated taxable gain from this sale that exceeds the amount, if any, of the cash he receives in lieu of a fractional Kinder Morgan common unit. Kinder Morgan and Copano believe that the amount of any such gain allocated to a Copano common unitholder would not be material.

        Tax Basis and Holding Period of the Kinder Morgan Common Units Received.    A Copano common unitholder's initial tax basis in its Copano common units consisted of the amount the Copano common unitholder paid for the Copano common units plus the Copano common unitholder's share of Copano's nonrecourse liabilities. That basis has been and will be increased by the Copano common unitholder's share of income and by any increases in the Copano common unitholder's share of nonrecourse liabilities. That basis has been and will be decreased, but not below zero, by distributions, by the Copano common unitholder's share of losses, by any decreases in the Copano common unitholder's share of nonrecourse liabilities and by the Copano common unitholder's share of expenditures that are not deductible in computing taxable income and are not required to be capitalized.

        A Copano common unitholder's initial aggregate tax basis in Kinder Morgan common units the Copano common unitholder will receive in the merger will be equal to the Copano common unitholder's adjusted tax basis in the Copano common units exchanged therefor, decreased by (i) any basis attributable to the Copano common unitholder's share of Copano's nonrecourse liabilities and (ii) any basis allocable to fractional Kinder Morgan common units if such Copano common unitholder receives cash in lieu of the distribution of fractional Kinder Morgan common units in the merger, and increased by the Copano common unitholder's share of Kinder Morgan's nonrecourse liabilities immediately after the merger. In addition, a Copano common unitholder's tax basis in the Kinder Morgan common units received will be increased by the amount of any income or gain recognized by the Copano common unitholder pursuant to the transactions contemplated by the merger (other than

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gain recognized with respect to cash received by such Copano common unitholder in lieu of fractional Kinder Morgan common units).

        As a result of the Assets-Over Form, a Copano common unitholder's holding period in the Kinder Morgan common units received in the merger will not be determined by reference to its holding period in the Copano common units exchanged therefor. Instead, a Copano common unitholder's holding period in the Kinder Morgan common units received in the merger that are attributable to Copano's capital assets or assets used in its business as defined in Section 1231 of the Internal Revenue Code will include Copano's holding period in those assets. The holding period for Kinder Morgan common units received by a Copano common unitholder attributable to other assets of Copano, such as inventory and receivables, or to Kinder Morgan common units deemed received in a taxable transfer will begin on the day following the merger.

        Effect of Termination of Copano's Tax Year at Closing of Merger.    Copano uses the year ending December 31 as its taxable year and the accrual method of accounting for U.S. federal income tax purposes. At the effective time of the merger, Copano will be treated as a terminated partnership under Section 708 of the Internal Revenue Code. As a result of the merger, Copano's taxable year will end as of the date of the merger, and Copano will be required to file a final U.S. federal income tax return for the taxable year ending upon the effective date of the merger. Each Copano common unitholder will receive a Schedule K-1 from Copano for the taxable year ending upon the effective date of the merger and will be required to include in income its share of income, gain, loss and deduction for this period. In addition, a Copano common unitholder who has a taxable year ending on a date other than December 31 and after the date the merger is effected must include its share of income, gain, loss and deduction in income for its taxable year, with the result that the Copano common unitholder will be required to include in income for its taxable year its share of more than one year of income, gain, loss and deduction from Copano.

Tax Consequences of the Merger to Kinder Morgan and Its Unitholders

        Neither Kinder Morgan nor its unitholders will recognize any income or gain for U.S. federal income tax purposes as a result of the merger other than any gain recognized as a result of decreases in partnership liabilities pursuant to Section 752 of the Internal Revenue Code. Each Kinder Morgan unitholder's share of Kinder Morgan's nonrecourse liabilities will be recalculated following the merger. Any resulting increase or decrease in a Kinder Morgan unitholder's nonrecourse liabilities will result in a corresponding increase or decrease in such unitholder's adjusted tax basis in its Kinder Morgan common units. A reduction in a unitholder's share of nonrecourse liabilities may, under certain circumstances, result in the recognition of taxable gain by a Kinder Morgan unitholder. While there can be no assurance, Kinder Morgan and Copano do not expect any Kinder Morgan common unitholders to recognize gain in this manner.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF KINDER MORGAN COMMON UNIT OWNERSHIP

        This section summarizes the material U.S. federal income tax consequences that may be relevant to owning Kinder Morgan common units received in the merger and, unless otherwise noted in the following discussion, is the opinion of Bracewell & Giuliani LLP insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law. This section is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury Regulations and current administrative rulings and court decisions, all of which are subject to change. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to Kinder Morgan include its operating partnerships, which consist of Kinder Morgan Operating L.P. "A", Kinder Morgan Operating L.P. "B", Kinder Morgan Operating L.P. "C", Kinder Morgan Operating L.P. "D" and Kinder Morgan CO2 Company, L.P.

        The following discussion does not address all U.S. federal income tax matters affecting Kinder Morgan or its unitholders. Moreover, the discussion focuses on unitholders who are individual citizens or residents of the United States (for U.S. federal income tax purposes), who functional currency is the U.S. dollar and who holds units as capital assets (generally, property held for investment). This section has only limited application to corporations, partnerships (and entities treated as partnerships for U.S. federal income tax purposes), estates, trusts, nonresident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, employee benefit plans, foreign persons, financial institutions, insurance companies, real estate investment trusts (REITs), individual retirement accounts (IRAs), mutual funds, dealers and persons entering into hedging transactions. Accordingly, Kinder Morgan urges each prospective unitholder to consult, and depend upon, such unitholder's tax advisor in analyzing the U.S. federal, state, local and foreign tax consequences particular to that unitholder resulting from the ownership or disposition of common units.

        No ruling has been or will be requested from the IRS regarding any matter affecting Kinder Morgan following the merger or the consequences of owning Kinder Morgan common units received in the merger. Instead, Kinder Morgan will rely on opinions of Bracewell & Giuliani LLP. Unlike a ruling, an opinion of counsel represents only that counsel's best legal judgment and does not bind the IRS or the courts. Accordingly, the opinions and statements made herein may not be sustained by a court if contested by the IRS. Any contest of this sort with the IRS may materially and adversely impact the market for the common units and the prices at which the common units trade. In addition, the costs of any contest with the IRS, principally legal, accounting and related fees, will be borne indirectly by its unitholders and its general partner because the costs will reduce the cash available for distribution. Furthermore, the tax treatment of Kinder Morgan, or of an investment in Kinder Morgan, may be significantly modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied.

        For the reasons described below, Bracewell & Giuliani LLP has not rendered an opinion with respect to the following specific U.S. federal income tax issues:

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the treatment of a unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read "—Tax Consequences of Common Unit Ownership—Treatment of Short Sales");



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whether Kinder Morgan's monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read "—Disposition of Common Units—Allocations Between Transferors and Transferees");

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whether Kinder Morgan's method for depreciating Section 743 adjustments is sustainable in certain cases (please read "—Tax Consequences of Common Unit Ownership—Section 754 Election"); and



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whether a Copano common unitholder will be able to utilize suspended passive losses related to its Copano common units to offset income from Kinder Morgan (please read "—Tax Consequences of Common Unit Ownership—Limitations on Deductibility of Losses").

Partnership Status

        A partnership is not a taxable entity and incurs no U.S. federal income tax liability. Instead, each partner of a partnership is required to take into account his share of items of income, gain, loss and deduction of the partnership in computing his U.S. federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions by a partnership to a partner are generally not taxable to the partnership or the partner, unless the amount of cash distributed to him is in excess of the partner's adjusted basis in his partnership interest.

        Section 7704 of the Internal Revenue Code provides that publicly traded partnerships will, as a general rule, be taxed as corporations. However, an exception, referred to as the "Qualifying Income Exception," exists with respect to publicly traded partnerships of which 90% or more of the gross income for every taxable year consists of "qualifying income." Qualifying income includes income and gains derived from the exploration, development, mining or production, processing, refining, transportation, storage and marketing of any mineral or natural resource, including crude oil, natural gas and products thereof. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income. Kinder Morgan estimates that less than 5% of its current gross income is not qualifying income. Based upon and subject to this estimate, the factual representations made by Kinder Morgan, Kinder Morgan GP and its delegate, Kinder Morgan Management, and a review of the applicable legal authorities, Bracewell & Giuliani LLP is of the opinion that at least 90% of Kinder Morgan's current gross income constitutes qualifying income. The portion of Kinder Morgan's income that is qualifying income may change from time to time.

        No ruling has been or will be sought from the IRS, and the IRS has made no determination, as to Kinder Morgan's status or the status of its operating partnerships for U.S. federal income tax purposes or whether Kinder Morgan's operations generate "qualifying income" under Section 7704 of the Internal Revenue Code. Instead, Kinder Morgan will rely on the opinion of Bracewell & Giuliani LLP on such matters. It is the opinion of Bracewell & Giuliani LLP that, based upon the Internal Revenue Code, Treasury Regulations, published revenue rulings and court decisions and the representations described below, Kinder Morgan and its operating partnerships will be classified as partnerships for U.S. federal income tax purposes.

        In rendering its opinion, Bracewell & Giuliani LLP has relied on factual representations made by Kinder Morgan, Kinder Morgan GP and its delegate, Kinder Morgan Management. The representations upon which Bracewell & Giuliani LLP has relied include:

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neither Kinder Morgan nor any of its operating partnerships has elected or will elect to be treated as a corporation;



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for each taxable year, more than 90% of Kinder Morgan's gross income has been and will be income that Bracewell & Giuliani LLP has opined or will opine is "qualifying income" within the meaning of Section 7704(d) of the Internal Revenue Code; and



•

each commodity hedging transaction that Kinder Morgan treats as resulting in qualifying income has been and will be appropriately identified as a hedging transaction pursuant to applicable

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Treasury Regulations, and has been and will be associated with oil, gas or products thereof that are held or to be held by Kinder Morgan in activities that Bracewell & Giuliani LLP has opined or will opine result in qualifying income.

        Kinder Morgan believes that these representations have been true in the past and expect that these representations will continue to be true in the future.

        If Kinder Morgan fails to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within a reasonable time after discovery, in which case the IRS may also require Kinder Morgan to make adjustments with respect to its unitholders or pay other amounts, Kinder Morgan will be treated as if it had transferred all of its assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which Kinder Morgan fails to meet the Qualifying Income Exception, in return for stock in that corporation, and then distributed that stock to the unitholders in liquidation of their interests in Kinder Morgan. This deemed contribution and liquidation should be tax-free to unitholders and Kinder Morgan so long as, at that time, Kinder Morgan does not have liabilities in excess of the tax basis of its assets. Thereafter, Kinder Morgan would be treated as a corporation for U.S. federal income tax purposes.

        If Kinder Morgan were taxed as a corporation in any taxable year, either as a result of a failure to meet the Qualifying Income Exception or otherwise, its items of income, gain, loss and deduction would be reflected only on its tax return rather than being passed through to its unitholders, and its net income would be taxed to Kinder Morgan at corporate rates. In addition, any distribution made to a unitholder would be treated as either taxable dividend income, to the extent of Kinder Morgan's current or accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent of the unitholder's tax basis in his common units, or taxable capital gain, after the unitholder's tax basis in his common units is reduced to zero. Accordingly, taxation as a corporation would result in a material reduction in a unitholder's cash flow and after-tax return and thus would likely result in a substantial reduction of the value of the common units.

        The discussion below is based on Bracewell & Giuliani LLP's opinion that Kinder Morgan will be classified as a partnership for U.S. federal income tax purposes.

Limited Partner Status

        Unitholders who have become limited partners of Kinder Morgan will be treated as partners of Kinder Morgan for U.S. federal income tax purposes. Also, unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units, will be treated as partners of Kinder Morgan for U.S. federal income tax purposes.

        A beneficial owner of common units whose units have been transferred to a short seller to complete a short sale would appear to lose his status as a partner with respect to those units for U.S. federal income tax purposes. Please read "—Tax Consequences of Common Unit Ownership—Treatment of Short Sales."

        Income, gain, deductions or losses would not appear to be reportable by a unitholder who is not a partner for U.S. federal income tax purposes, and any cash distributions received by a unitholder who is not a partner for U.S. federal income tax purposes would therefore appear to be fully taxable as ordinary income. These holders are urged to consult their own tax advisors with respect to their tax consequences of holding common units in Kinder Morgan. The references to "unitholders" in the discussion that follows are to persons who are treated as partners in Kinder Morgan for U.S. federal income tax purposes.

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Tax Consequences of Common Unit Ownership

        Flow-Through of Taxable Income.    Subject to the discussion below under "—Entity Level Collections," Kinder Morgan will not pay any U.S. federal income tax. Instead, each unitholder will be required to report on his income tax return his share of Kinder Morgan's income, gains, losses and deductions without regard to whether Kinder Morgan makes cash distributions to him. Consequently, Kinder Morgan may allocate income to a unitholder even if he has not received a cash distribution. Each unitholder will be required to include in income his allocable share of Kinder Morgan's income, gains, losses and deductions for Kinder Morgan's taxable year ending with or within his taxable year. Kinder Morgan's taxable year ends on December 31.

        Treatment of Distributions.    Distributions by Kinder Morgan to a unitholder generally will not be taxable to the unitholder for U.S. federal income tax purposes, except to the extent the amount of any such cash distribution exceeds his tax basis in his common units immediately before the distribution. Kinder Morgan's cash distributions in excess of a unitholder's tax basis generally will be considered to be gain from the sale or exchange of the common units, taxable in accordance with the rules described under "—Disposition of Common Units" below. Any reduction in a unitholder's share of Kinder Morgan's liabilities for which no partner, including the general partner, bears the economic risk of loss, known as "nonrecourse liabilities," will be treated as a distribution by Kinder Morgan of cash to that unitholder. To the extent Kinder Morgan's distributions cause a unitholder's "at risk" amount to be less than zero at the end of any taxable year, he must recapture any losses deducted in previous years. Please read "—Tax Consequences of Common Unit Ownership—Limitations on Deductibility of Losses."

        A decrease in a unitholder's percentage interest in Kinder Morgan because of Kinder Morgan's issuance of additional units will decrease his share of Kinder Morgan's nonrecourse liabilities, and thus will result in a corresponding deemed distribution of cash. This deemed distribution may constitute a non-pro rata distribution. A non-pro rata distribution of money or property may result in ordinary income to a unitholder, regardless of his tax basis in his common units, if the distribution reduces the unitholder's share of Kinder Morgan's "unrealized receivables," including depreciation recapture, and/or substantially appreciated "inventory items," both as defined in Section 751 of the Internal Revenue Code, and collectively, "Section 751 Assets." To that extent, the unitholder will be treated as having been distributed his proportionate share of the Section 751 Assets and then having exchanged those assets with Kinder Morgan in return for the non-pro rata portion of the actual distribution made to him. This latter deemed exchange will generally result in the unitholder's realization of ordinary income, which will equal the excess of (i) the non-pro rata portion of that distribution over (ii) the unitholder's tax basis (generally zero) for the share of Section 751 Assets deemed relinquished in the exchange.

        Basis of Common Units.    Please read "Material U.S. Federal Income Tax Consequences of the Merger—Tax Consequences of the Merger to Copano and Its Unitholders—Tax Basis and Holding Period of Kinder Morgan Common Units Received" for a discussion of how to determine the initial tax basis of Kinder Morgan common units received in the merger. That basis will be increased by his share of Kinder Morgan's income and by any increases in his share of Kinder Morgan's nonrecourse liabilities. That basis will be decreased, but not below zero, by distributions from Kinder Morgan, by the unitholder's share of Kinder Morgan's losses, by any decreases in his share of Kinder Morgan's nonrecourse liabilities and by his share of Kinder Morgan's expenditures that are not deductible in computing taxable income and are not required to be capitalized. A unitholder will have no share of Kinder Morgan's debt that is recourse to Kinder Morgan's general partner, but will have a share, generally based on his share of profits, of Kinder Morgan's nonrecourse liabilities. Please read "—Disposition of Common Units—Recognition of Gain or Loss."

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        Limitations on Deductibility of Losses.    The deduction by a unitholder of his share of Kinder Morgan's losses will be limited to the tax basis in his units and, in the case of an individual unitholder, estate, trust or corporate unitholder (if more than 50% of the value of the corporate unitholder's stock is owned directly or indirectly by or for five or fewer individuals or some tax-exempt organizations) to the amount for which the unitholder is considered to be "at risk" with respect to Kinder Morgan's activities, if that is less than his tax basis. A unitholder subject to these limitations must recapture losses deducted in previous years to the extent that distributions cause his at-risk amount to be less than zero at the end of any taxable year. Losses disallowed to a unitholder or recaptured as a result of these limitations will carry forward and will be allowable as a deduction to the extent that his at-risk amount is subsequently increased, provided such losses do not exceed such unitholder's tax basis in his common units. Upon the taxable disposition of a common unit, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at-risk limitation but may not be offset by losses suspended by the basis limitation. Any loss previously suspended by the at-risk limitation in excess of that gain would no longer be utilizable.

        In general, a unitholder will be at risk to the extent of the tax basis of his units, excluding any portion of that basis attributable to his share of Kinder Morgan's nonrecourse liabilities, reduced by (i) any portion of that basis representing amounts otherwise protected against loss because of a guarantee, stop loss agreement or other similar arrangement and (ii) any amount of money he borrows to acquire or hold his units, if the lender of those borrowed funds owns an interest in Kinder Morgan, is related to the unitholder or can look only to the units for repayment. A unitholder's at-risk amount will increase or decrease as the tax basis of the unitholder's units increases or decreases, other than tax basis increases or decreases attributable to increases or decreases in his share of Kinder Morgan's nonrecourse liabilities.

        In addition to the basis and at-risk limitations on the deductibility of losses, the passive loss limitation generally provides that individuals, estates, trusts and some closely-held corporations and personal service corporations can deduct losses from passive activities, which are generally trade or business activities in which the taxpayer does not materially participate, only to the extent of the taxpayer's income from those passive activities. The passive loss limitation is applied separately with respect to each publicly traded partnership. Consequently, any passive losses Kinder Morgan generates will be available to offset only Kinder Morgan's passive income generated in the future and will not be available to offset income from other passive activities or investments, including Kinder Morgan's investments or a unitholder's investments in other publicly traded partnerships, or a unitholder's salary or active business income. Passive losses that are not deductible because they exceed a unitholder's share of income Kinder Morgan generates may be deducted in full when he disposes of his entire investment in Kinder Morgan in a fully taxable transaction with an unrelated party. The passive loss limitations are applied after other applicable limitations on deductions, including the at-risk rules and the basis limitation.

        A unitholder's share of Kinder Morgan's net income may be offset by any of Kinder Morgan's suspended passive losses, but it may not be offset by any other current or carryover losses from other passive activities, including those attributable to other publicly traded partnerships.

        There is no guidance as to whether suspended passive activity losses of Copano common units will be available to offset passive activity income that is allocated from Kinder Morgan after the merger to a former Copano common unitholder. The IRS may contend that since Kinder Morgan is not the same partnership as Copano, the passive loss limitation rules would not allow a former Copano unitholder to utilize such losses until such time as all of the former Copano common unitholder's Kinder Morgan common units are sold. A Kinder Morgan unitholder may take the position, however, that Kinder Morgan should be deemed a continuation of Copano for this purpose such that any suspended Copano losses would be available to offset Kinder Morgan taxable income allocated to such unitholder. Because of the lack of guidance with respect to this issue, Bracewell & Giuliani LLP is unable to opine as to

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whether suspended passive activity losses arising from Copano activities will be available to offset Kinder Morgan taxable income allocated to a former Copano common unitholder following the merger. If a unitholder has losses with respect to Copano common units, it is urged to consult its own tax advisor.

        Limitations on Interest Deductions.    The deductibility of a non-corporate taxpayer's "investment interest expense" is generally limited to the amount of that taxpayer's "net investment income." Investment interest expense includes:

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interest on indebtedness properly allocable to property held for investment;



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Kinder Morgan's interest expense attributed to portfolio income; and



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the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

        The computation of a unitholder's investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a common unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses, other than interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment or qualified dividend income. The IRS has indicated that the net passive income earned by a publicly traded partnership will be treated as investment income to its unitholders for purposes of the investment interest deduction limitation. In addition, the unitholder's share of Kinder Morgan's portfolio income will be treated as investment income.

        Entity-Level Collections.    If Kinder Morgan or Kinder Morgan GP are required or elect under applicable law to pay any federal, state, local or foreign income tax on behalf of any unitholder, Kinder Morgan GP or any former unitholder, Kinder Morgan is authorized to pay those taxes from Kinder Morgan's funds. That payment, if made, will be treated as a distribution of cash to the unitholder on whose behalf the payment was made. If the payment is made on behalf of a person whose identity cannot be determined, Kinder Morgan is authorized to treat the payment as a distribution to all current unitholders. Kinder Morgan is authorized to amend its partnership agreement in the manner necessary to maintain uniformity of intrinsic tax characteristics of units and to adjust later distributions, so that after giving effect to these distributions, the priority and characterization of distributions otherwise applicable under Kinder Morgan's partnership agreement is maintained as nearly as is practicable. Payments by Kinder Morgan as described above could give rise to an overpayment of tax on behalf of an individual unitholder, in which event the unitholder would be required to file a claim in order to obtain a credit or refund.

        Allocation of Income, Gain, Loss and Deduction.    In general, if Kinder Morgan has a net profit, Kinder Morgan's items of income, gain, loss and deduction will be allocated among its general partner and the unitholders, other than owners of i-units, in accordance with their percentage interests in Kinder Morgan. A class of Kinder Morgan's unitholders that receives more cash than another class, other than i-units, on a per unit basis, with respect to a year, will be allocated gross income equal to that excess. At any time that incentive distributions are made to Kinder Morgan's general partner, gross income will be allocated to the general partner to the extent of these distributions. If Kinder Morgan has a net loss, that loss will generally be allocated, first, to Kinder Morgan's general partner and the unitholders, other than owners of i-units, in accordance with their percentage interests in Kinder Morgan to the extent of their positive capital accounts and, second, to Kinder Morgan's general partner.

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        Specified items of Kinder Morgan's income, gain, loss and deduction will be allocated under Section 704(c) of the Internal Revenue Code to account for (i) any difference between the tax basis and fair market value of Kinder Morgan's assets at the time of an offering and (ii) any difference between the tax basis and fair market value of any property contributed to Kinder Morgan that exists at the time of such contribution, together referred to in this discussion as "Contributed Property." The effect of these allocations, referred to as "Section 704(c) Allocations," to a unitholder purchasing common units from Kinder Morgan in an offering will be essentially the same as if the tax bases of Kinder Morgan's assets were equal to their fair market value at the time of such offering. Former Copano common unitholders that receive Kinder Morgan common units in the merger will receive the Section 704(c) Allocations that otherwise would have been allocated to Copano pursuant to Section 704(c) of the Internal Revenue Code. Under these rules for example, following the merger in the event that Kinder Morgan divests itself of certain assets formerly owned by Copano (including through a distribution of such assets), all or a portion of any gain recognized as a result of a divestiture of such assets may be required to be allocated to the former Copano com