Energy magnate Richard Kinder helped pioneer the master limited partnership, so when he reversed course last August, saying he would merge two of his MLPs and a limited liability corporation into a conventional C-corporation, it was news—and a big challenge for two of his regular outside counsel, Weil, Gotshal & Manges’ Michael Aiello and Bracewell & Giuliani’s Gregory Bopp.
The deal called for the C-corporation, Kinder Morgan Inc., to buy all the outstanding stock of the MLPs, Kinder Morgan Energy Partners LP and El Paso Pipeline Partners LP, and the LLC, Kinder Morgan Management, for $44 billion and assumption of $27 billion in debt. The companies store and transport oil and gas.
