© 2012 The Texas Lawbook.
By Mark Curriden, JD
Senior Writer for The Texas Lawbook
Tallgrass Energy Partners announced Monday that it is purchasing $3.3 billion in assets from Houston-based Kinder Morgan Energy.
Under the proposed transaction, Tallgrass will pay $1.8 billion in cash plus assume another $1.5 billion in debt for Kinder Morgan Interstate Gas Transmission, Trailblazer Pipeline Co. and the Casper-Douglas natural gas processing and West Frenchie Draw treating facilities in Wyoming. Tallgrass also gets a 50 percent stake in the Rockies Express Pipeline.
Kinder Morgan, in an agreement with the Federal Trade Commission, agreed to sell these assets when it purchased El Paso Energy for $23 billion earlier this year.
Tallgrass is owned by the management team of Tallgrass, New York-based Kelso & Company, and The Energy & Minerals Group (EMG) a Houston-based investment firm.
Baker Botts Corporate M&A partner Laura Tyson of Austin led the transaction for EMG and was co-counsel for Kelso. Tyson also represented EMG in late 2010 when it purchased 25 percent interest in Houston-based Plains All American Pipeline from Vulcan Energy Corporation, which a portfolio investment of Microsoft co-founder Paul G. Allen.
Other Baker Botts lawyers who worked on the Tallgrass transaction include Austin corporate partner Mike Bengston, Dallas tax partner Steve Marcus, and associates Mollie Duckworth, Courtney Fore, Amber MacIver, and Nicholas Graham, and Shelley Austin, Special Counsel.
Debevoise & Plimpton is primary outside counsel to Kelso. Bracewell & Giuliani is primary outside counsel to Kinder Morgan.
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