()

Bracewell & Giuliani and Weil, Gotshal & Manges represent Kinder Morgan Inc. (KMI) of Houston in its pending acquisition of all outstanding equity securities of Kinder Morgan Energy Partners (KMP), Kinder Morgan Management (KMR) and El Paso Pipeline Partners (EPB) in a transaction that will consolidate the company into KMI.

The deal is valued at about $70 billion, including assumed debt.

Baker Botts represents the audit and conflicts committee of KMP and the special committee of KMR, while Vinson & Elkins represents the conflicts committee of EPB.

KMI announced that KMP unit-holders will receive 2.1931 shares of KMI and $10.77 in cash for each KMP unit; KMR shareholders will receive 2.4849 KMI shares for each share of KMR; and EPB unit-holders will receive 0.9451 KMI shares and $4.65 in cash for each EPB unit.

Once the deal is completed, KMI will become the largest energy infrastructure company in North America and the third- largest energy company overall, according to the KMI press release. The boards of each of the Kinder Morgan companies voted to recommend the transaction to unit-holders and shareholders. It is expected to close by the end of the year, pending unit-holder and shareholder votes and standard regulatory notifications and approvals.

A condition of each transaction is the closing of the other transactions.

David DeVeau, vice president and general counsel of KMI, leads the in-house team on the transactions, with assistance from Adam Forman, vice president and general counsel, and R. Eric McCord and Angela Teer, both assistant general counsel.

The Bracewell lawyers advising KMI include partners Gregory Bopp, Gary Orloff, R. Daniel Witschey Jr., William “Cle” Dade, Troy Harder, Heather Brown, William “Trey” Wood III and Manuel Vera, all of Houston; Lance Behnke of Seattle and Houston; and Mark Lewis and D. Kirk Morgan II, both of Washington, D.C.

Others include associates Caroline Wells, Elizabeth Behncke and Kathy Medford, all of Houston; Rebecca Keep of New York City; and George Fatula, Caitlin Tweed and Serena Rwejuna, all of Washington, D.C.

Michael Aiello of New York, chairman of Weil’s corporate department, leads his firm’s team representing KMI in the transaction, with assistance from corporate associates Sachin Kohli, Mariel Cruz and Christina De Vuono, all of New York.

Others on Weil’s team include tax partners Marc Silberberg of New York and Jared Rusman of Dallas, and asso­ciates Lane Morgan of Dallas and Gladriel Shobe of New York; employee benefits partner Amy Rubin and associate Amanda Rosenblum, both of New York; environmental partner Annemargaret Connolly of Washington, D.C.; banking and finance associate Bruce Banks of Dallas; antitrust partner Steve Newborn and counsel Vadim Brusser, both of Washington, D.C.; and securities litigation partners Joseph Allerhand and Greg Danilow, counsel Seth Goodchild and associates Amanda Pooler and Adam Bookman, all of New York.

The Baker Botts lawyers for the KMP and KMR committees include corporate partners Joshua Davidson and Tull Florey, senior associates Jeremy Moore and James Marshall and associates Laura Katherine Mann, Chelsie Gonzales and Sarah McDermand, all of Houston; tax partners Michael Bresson of Houston and Don Lonczak of Washington, D.C., and special counsel Chuck Campbell of Houston; and litigation partners David Sterling and Danny David, both of Houston.

Corporate partners Mike Rosenwasser of New York and Keith Fullenweider and Stephen Gill, both of Houston, and asso­ciates Lande Spottswood, Benji Barron and Justin Hunter, all of Houston, led the V&E team. Others include litigation partner Michael Holmes of Dallas and Houston; tax partner John Lynch and associate Lina Dimachkieh, both of Houston; energy regulatory partner Jay Seegers and counsel Sabina Walia, both of Houston; and environmental partner Larry Nettles and associates Brandon Tuck and Jordan Rodriguez, all of Houston.