OREANDA-NEWS. Fitch Ratings has assigned a 'BBB-' rating to Kinder Morgan Inc.'s \$750 million senior unsecured notes offering due February 2046. Fitch also expects to rate KMI's planned issuance of Euro-denominated notes 'BBB-', which are expected to be issued in the near future. Net proceeds from the offerings will be used to repay commercial paper (CP) and revolver borrowings and for general corporate purposes. KMI's Rating Outlook is Stable.

The ratings are reflective of KMI's position as one of the largest and most important energy companies in the U.S., with significant positions in must-run assets that support national energy infrastructure. The ratings are supported by KMI's significant cash flow stability, driven by the high percentage of KMI's assets being either fee-based or hedged and Fitch's expectations that KMI's high percentage of fixed fee-generating assets will minimize earnings and cash flow volatility. Both the current U.S. notes and the Euro-denominated offering will be pari passu to existing senior unsecured debt and will be unconditionally guaranteed, jointly and severally, by substantially all of KMI's wholly owned subsidiaries, pursuant to a cross- guarantee agreement among KMI and its subsidiary guarantors.

Fitch continues to expect leverage at KMI on a consolidated basis will be high, with a targeted range of between 5.0x to 5.5x debt/EBITDA on a sustained basis. However, KMI's asset size, scale, and cash flow profile are unique and much more indicative of an investment-grade profile, offsetting concerns around the high-leverage targets.

KEY RATINGS DRIVERS

Strong Asset Profile: KMI is one of the largest and most important energy companies in the U.S. with significant positions in 'must-run' assets that support national energy infrastructure. KMI as a combined entity is currently the largest transporter of petroleum products in the nation and the largest transporter of natural gas. Its asset base touches all of the major supply and demand areas for oil, oil products, NGLs and natural gas in the country.

Simplified Structure/Structural Equivalence: KMI's November 2014 roll-up of entities into one single creditor class has simplified the corporate structure and provides benefits to KMI's credit profile, in particular by eliminating the structural subordination that limited KMI's ratings to a notching below its operating subsidiaries. All of the operating cash flow is now available to KMI to fund operations, reduce debt and/or pay dividends, alleviating most structural subordination at KMI. Dividends remain targeted at a 10% growth rate and KMI is expected to retain excess cash to help fund part of its growth capital program, which was not practically possible at its MLPs given the increasing pressure to meet incentive distributions, particularly at KMP which had long been in its 50/50 splits.

High Leverage Targets: Leverage at KMI is expected to be high with a targeted range of between 5.0x to 5.5x debt/EBITDA on a sustained basis. Relative to 'BBB-' Fitch-rated midstream entities, leverage (absent any consideration for size, scale and asset quality) in the 5.0x to 5.5x debt/EBITDA range, and EBITDA interest coverage of 3x to 4x is more consistent with a sub-investment-grade rating. However, KMI's asset size, scale and cash flow profile is unique and much more reflective of an investment grade profile given its cash flow stability and general size/importance, which offsets concerns around the high leverage targets. Fitch expects that KMI as the largest midstream company and third largest energy company in the country will have significant operational advantages and capital market access advantages and more than adequate liquidity particularly as commodity price weakness continues.

Guarantees Warrant Consolidated Approach: The cross guarantees are absolute and unconditional between the entities, and any refinancing of maturing notes is expected to be done at the KMI level over time (excepting some pipeline debt which would remain at the pipelines for rate-making purposes but remain cross guaranteed). KMI's rating reflects the removal of the structural subordination, as well as the strong cash flow and operating diversity of its asset base.

Adequate Cash Flow Generation: KMI is expected to generate over \$4.5 billion in free cash flow (FCF) before dividends and growth capex in 2015 growing to over \$7 billion in FCF before dividends and growth capex in 2019 and retain a 1.1x dividend coverage ratio for the next five years even with a 10% growth rate on dividends paid out to shareholders. The majority of consolidated cash flows are currently fee-based or hedged, providing comfort as to cash flow and earnings stability. Fitch expects the consolidated entity to target a high percentage of fixed-fee or hedged revenue consistent with current and historical practices.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer include:

--WTI oil price that trends up from \$50/barrel in 2015 to \$60/barrel in 2016 and a long-term price of \$75/barrel; and Henry Hub gas that trends up from \$3/mcf in 2015 to \$3.25/mcf in 2016 and a long-term price of \$4.50/mcf consistent with Fitch's published Base Case commodity price deck.
--Moderate revenue growth on existing assets.
--Dividend growth of 10%.
--Balanced funding of growth capital spending and acquisitions with a focus on maintaining public Debt/EBITDA targets of 5.0x to 5.5x.

RATINGS SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to positive rating action include:

--A meaningful reduction in leverage, with debt/adjusted EBITDA between 4.5x and 5.0x on a sustained basis.

Negative: Future developments that may, individually or collectively, lead to a negative rating action include:

--A significant change in cash flow stability profile or current hedging practices. A move away from current significant majority of assets being fee based or hedged could lead to a negative ratings action.

--Failure to manage leverage to the stated 5.0x to 5.5x on a sustained basis. Fitch notes that leverage in the near term will be slightly above 5.5x as several large scale construction projects get built, but metrics are expected to be below 6x and are expected to improve to the target range as projects are completed.