Kinder Morgan Acquires Terasen

On November 30, 2005, Kinder Morgan, Inc. (KMI) completed its acquisition of all of the outstanding shares of Terasen Inc. for a total purchase price, including the assumption of debt, of approximately C$6.9 billion. The transaction was completed as a plan of arrangement under the Business Corporations Act (British Columbia), after both shareholder and regulatory approval for the transaction had been obtained.

The KMI legal team was led by Joe Listengart, vice-president, general counsel and secretary of KMI, with a team that consisted of Adam Forman and T.J. Carroll. Blake, Cassels & Graydon LLP represented KMI with a team that consisted of: Mungo Hardwicke-Brown, Brock Gibson, Peter Kalbfleisch, Bill Kaplan, Bob Wooder, Dan McLeod, Farhad Bayati, Ben Rogers, Monica Sharma, Sabeen Sheikh, Angela Austman, Nikola Uzelac, Dori Assaly, Tanya Sadlo, Graham Smith, Peter Viitre, Paul Singh, Mark Platteel, Michael Fabbri, Lisa Clarke, Jason Husack, Selina Lee-Anderson, Michael Stevenson, David Kruse, David Shaw, Marianne Smith and Graham McLeod (structuring/M&A/corporate); Doug Richardson, Bill Maclagan, Edward Rowe, Edmund Gill, Ted Thiessen and Chastine Taerum (tax); Paul Cassidy, Caroline Findlay, Paul Jeffrey, Janice Walton and Gloria Chao (regulatory/environmental); Craig Thorburn and Jason Gudofsky (Investment Canada/competition); Dan Fournier, Jonathan Troyer and Dimitri van Kampen (financial services); Caroline Helbronner, Scott Sweatman, Brian Thiessen, Wendy Morrison, Michael Howcroft and Paul Dimitriadis (employment/pensions/privacy).

Bracewell & Giuliani LLP was US legal counsel to KMI with a team that consisted of Gary Orloff, Catherine Ozdogan, W. Cleland Dade, Dan Witschey, Charles Still, Timothy Toy, Troy Harder, Scott Miller, Eric McCord and Chris Heard (corporate/securities/finance), Gregory Bopp, John Couch and Rhett Jackson (tax), Scott Sanders (employee benefits) and Gari Lister (antitrust).

The Terasen legal team was led by Stephen Richards, then senior vice-president, general counsel and corporate secretary of Terasen, with the assistance of Alison Taylor, corporate solicitor at Terasen. Stikeman Elliott LLP served as outside counsel to Terasen with a team that consisted of Jonathan Drance, John Anderson, John Stark, Rob Nicholls, Neville McClure, Jennifer MacGregor-Greer, Kimberly Burns, David Brown, David Weekes, Glenn Cameron, Philip Griffin, Shawn Neylan and Dean Kraus. Cal Johnson, Q.C., of Fasken Martineau DuMoulin LLP also assisted Terasen with British Columbia regulatory advice. Terasen was assisted in the US by outside counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that consisted of Edwin Maynard, Andrew Foley, David Sicular, Scott Grader, Didier Malaquin, Nathan Pusey and Nancy McGlamery.

The acquisition was financed in part through a US$2.15 billion offering of debt securities by Kinder Morgan Finance Company, ULC, an Alberta company, in the US. The syndicate of underwriters, led by Merrill Lynch & Co. and Citigroup Global Markets Inc., was represented in the US by Vinson & Elkins LLP, with teams from New York that included Mike Rosenwasser, Allan Reiss, Aaron Tehan and Emilia Simonelli; Catherine Gallagher and Doug Lanzo from Washington; and Douglas McWilliams and Griff Aldrich from Houston. In Canada, the syndicate of underwriters was represented by Davies Ward Phillips & Vineberg LLP with a team that included Patricia Olasker, Gillian Stacey and Soma Choudhury (corporate and securities), David Smith, Siobhan Monaghan and Elie Roth (tax) and Alex Pike (environmental).