The Work

February 11, 2011 2:47 PM

Bracewell Powers Up with Kinder Morgan IPO

Posted by Brian Baxter

UPDATE: 2/14/11, 1:30 p.m. The sixth paragraph of this story has been updated with attorney information for Weil, Gotshal & Manges.

Kinder Morgan Inc., an oil and gas pipeline company, priced its $2.9 billion initial public offering Friday.

Houston-based Kinder Morgan sold 95.5 million shares for $30 each in the largest U.S. energy IPO since 1998, Reuters reports. The IPO is also the largest private equity-backed IPO in U.S. history, according to Bloomberg. Kinder Morgan was taken private three years ago by The Carlyle Group and Goldman Sachs's private equity arm in a $22 billion leveraged buyout.

SEC filings show that Bracewell & Giuliani advised Kinder Morgan as it went public. Gary Orloff, a corporate partner in the firm's Houston office, is serving as outside counsel to Kinder Morgan's general partner.

"This is the second-largest [IPO] ever in the energy sector--only ConocoPhillips was bigger," says Orloff, noting that Bracewell has handled corporate and litigation work for Kinder Morgan since it was founded in 1996.

Richard Kinder and Bill Morgan started Kinder Morgan that year following their purchase of pipelines from Enron, where Kinder was president. Bracewell has been a key outside legal adviser since then, most recently representing Kinder Morgan last April for its $875 million cash acquisition of a 50 percent interest in Petrohawk Energy's stake in the Haynesville Shale.

Kinder Morgan lists $275,000 in legal fees and expenses related to the IPO, SEC records show. Weil, Gotshal & Manges securities partner Alex Lynch, corporate partner R. Jay Tabor, and tax partners Marc Silberberg and Michael Nissan are serving as cocounsel to Kinder Morgan on its public listing.

Joseph Listengart is Kinder Morgan's general counsel. Gary Hultquist, a company director, is a University of Missouri School of Law graduate and former partner at now-defunct San Francisco firms Bronson, Bronson & McKinnon and Mosher, Pooley, Sullivan & Hultquist. Kinder, the company's billionaire cofounder, also has a law degree from the University of Missouri.

Kinder Morgan's private equity owners, which also include Highstar Capital and Riverstone Holdings, are selling shares in the offering. Kinder, who serves as chairman and CEO of Kinder Morgan, will continue to own 31 percent of the company.

G. Michael O'Leary, cochair of the corporate and securities practice at Andrews Kurth in Houston, is advising Barclays Capital and Goldman Sachs as lead underwriters for the offering.

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