The Work

September 7, 2010 5:28 PM

Six Firms on Enterprise Products/Enterprise GP Deal

Posted by Ross Todd

A gaggle of lawyers worked on the $8 billion deal to help simplify the corporate structure of partnerships founded by late oil and gas billionaire Dan Duncan. Andrews Kurth; Morris, Nichols, Arsht & Tunnell; Skadden, Arps, Slate, Meagher & Flom; Vinson & Elkins; Baker & Hostetler; and Richards, Layton & Finger all played part on the deal, announced on Tuesday.

Enterprise Products Partners L.P., one of the nation's biggest pipeline operators, announced Tuesday that it will buy Enterprise GP Holdings L.P. Both companies were founded by Duncan, whose heirs will not be subject to a federal estate tax of at least 45 percent on Duncan's $9 billion estate since the gas mogul died in March of this year, after Congress had allowed the tax to lapse.

Enterprise GP shareholders will receive 1.5 shares of Enterprise Products, or about $57.68 per share. The offer represents a roughly 16 percent premium on Enterprise GP's Friday closing price of $49.90. The deal cancels what are essentially dividends paid to Enterprise GP and makes it a wholly owned subsidiary of Enterprise Products. More details about the terms of the deal are in these reports from the New York Times's Dealbook  and Bloomberg.

Andrews Kurth and Morris Nichols represented Enterprise Products. The Houston deal team at Andrews Kurth, which has represented Enterprise Products since 2007, included partners David Buck and Melinda Brunger, tax partners Thomas Ford, Jr., and Robert McNamara, and associates Jennie Miller, Brooks Antweil, and Alison Chen. In-house counsel for Enterprise products included senior vice president and general counsel Stephanie Hildebrandt and Chris Wade.

Skadden represented the audit, conflicts and governance committee of Enterprise Products GP, LLC, the general partner of Enterprise Products. Skadden's deal team included Houston M&A partner Frank Bayouth, New York tax partner David Rievman, and Wilmington litigation partner Robert Saunders.

Vinson & Elkins represented Enterprise GP Holdings LP. The V&E team included Houston partners Douglas McWilliams, David Oelman, Craig Murray, and associate Lande Spottswood. 

Baker & Hostetler and Richards, Layton & Finger represented Enterprise GP's general partner. Richards, Layton director Gregory Williams led a team in Wilmington that included directors Srinivas Raju and Elisa Erlenbach Maas. The Richards Layton team was brought on to the deal by Baker & Hostetler partner Donald Brodsky in Houston.

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