Bracewell & Giuliani and Weil, Gotshal & Manges represent Kinder Morgan Energy Partners (KMP) in the Houston-based company’s pending acquisition of Copano Energy of Houston for about $5 billion.
Copano turned to Wachtell, Lipton, Rosen & Katz.
On Jan. 29, KMP and Copano announced a definitive agreement calling for KMP, a pipeline transportation and energy storage company, to acquire all of Copano’s outstanding units for about $5 billion, including debt. Copano unit-holders will receive 45.63 percent of a unit of KMP for each unit of Copano they own. Copano is a natural gas company with operations in Texas, Oklahoma and Wyoming, according to the press release.
The transaction has been approved by the boards of directors of both companies. It is expected to close during the third quarter of 2013, pending customary closing conditions, including regulatory approval and a vote of the Copano unitholders. TPG, Copano’s largest unit-holder with 14 percent of outstanding equity, has agreed to support the transaction, KMP and Copano announced in the press release.
KMP’s general partner is owned by Kinder Morgan Inc. of Houston.
Joseph Listengart, vice president, general counsel and secretary of Kinder Morgan, is working on the acquisition, with in-house assistance from deputy general counsel Dave DeVeau and assistant general counsel Adam Forman and Eric McCord.
The Bracewell team for KMP includes partners Gregory Bopp, W. Cleland Dade, Troy Harder, Gary Orloff and Aaron Roffwarg, all of Houston, and Mark Lewis of Washington, D.C.
Bracewell associates on the deal are Elizabeth Behncke, Stephen Boone, Melissa Buce, Lauren Kate Champion, Jordan Federko, Mona Guidry and Molly Tucker, all of Houston, and George Fatula of D.C.
Corporate partner R. Jay Tabor of Dallas and senior associate Sachin Kohli of New York City lead Weil Gotshal’s team representing KMP.
Others from Weil Gotshal are corporate partners P.J. Himelfarb of Dallas and Heather Emmel of New York and associates Sandra Rutova and Suzanne Lee, both of New York, Ade Heyliger of D.C., and Samuel Peca of Dallas. The team also includes antitrust partners Steven Newborn and Laura Wilkinson, counsel Vadim Brusser and associate Megan Peloquin, all of D.C.; benefits partners Amy Rubin and Michael Nissan and associates Eric Schecter, Adam Mendelowitz, Kate Napalkova, all of New York; and tax partner Jared Rusman of Dallas and associate Russell Stein of Boston.
The Wachtell lawyers for Copano include corporate partner Lawrence Makow and associate Donald Casey; antitrust partner Nelson Fitts; executive compensation and benefits partners Jeannemarie O’Brien and David Kahan and associate Michael Schobel; and tax partner Joshua Holmes.
Vinson & Elkins partner Keith Fullenweider of Houston and Mark Proctor of New York advised TPG.
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