Weil Advises Kinder Morgan, Secures $50 Million For Credit Suisse; Michael Aiello Named Dealmaker Of The Week

Thursday, August 21, 2014 - 13:59

Weil is advising Kinder Morgan, Inc. (KMI) in its acquisition of all the outstanding equity securities of Kinder Morgan Energy Partners (KMP), Kinder Morgan Management (KMR) and El Paso Pipeline Partners (EPB). The transaction is valued at approximately $70 billion and is expected to close by year end.

The KMI team includes general counsel Dave DeVeau and in-house counsel Adam Forman, Angela Teer and Eric McCord.

The Weil team is led by corporate chairman Michael Aiello and includes corporate associates Sachin Kohli and Mariel Cruz, and Christina De Vuono and Adam Templeton (who are both not yet admitted to practice in New York); Tax partners Marc Silberberg and Jared Rusman and associates Lane Morgan and Gladriel Shobe; Executive Compensation & Employee Benefits partner Amy Rubin and associate Amanda Rosenblum; Environmental partner Annemargaret Connolly; Banking & Finance associate Banks Bruce; Antitrust partner Steve Newborn and counsel Vadim Brusser; and Securities Litigation partners Joseph Allerhand and Greg Danilow, counsel Seth Goodchild, and associates Amanda Pooler and Adam Bookman.

The Bracewell & Giuliani team (also counsel to KMI) includes partners Gregory Bopp, Gary Orloff, R. Daniel Witschey, Jr., William (Cle) Dade, Troy Harder, Lance Behnke, Heather Brown, Mark Lewis, William (Trey) Wood III, D. Kirk Morgan II, and Manuel Vera, along with associates Caroline Wells, Elizabeth Behncke, Kathy Medford, Rebecca Keep, George Fatula, Caitlin Tweed and Serena Rwejuna.

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In August, Weil secured a major summary judgment victory for Credit Suisse in New York Supreme Court, which awarded Credit Suisse $50 million in principal and 9 percent interest dating back to 2008. Credit Suisse sued several investment funds managed by Highland Capital for their failure to settle trades they entered into in 2008 with respect to loans that Credit Suisse had arranged to third-party real estate developers. Highland claimed, among other things, that the trades were unenforceable because Credit Suisse had breached alleged contractual obligations under the credit agreements with the developers, and also argued that interest should be based on the rate in the trade confirmations for delayed settlements (around 0.45 percent) rather than the New York statutory rate (9 percent) for breach of contract.

The Court granted our motion for summary judgment and rejected each of Highland’s defenses, concluding that the credit agreements are irrelevant to the trades between Credit Suisse and Highland, and that the trade confirmations’ rate of interest did not apply where a party breaches an obligation to settle a trade. The Court ordered entry of judgment for the full amount of principal sought ($50,278,898.31) plus interest at 9 percent running from October 16, 2008.

The Weil team was made up of partners David Lender in New York and Ray Guy in Dallas, and associates Kevin MeadeJennifer Oliver, and Luna Ngan in New York.

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Michael Aiello, chairman of Weil’s Corporate Department and a member of the Firm’s Management Committee, has been selected as “Dealmaker of the Week” by The Am Law Daily for his role advising Kinder Morgan Inc. in its acquisition of all the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management and El Paso Pipeline Partners.

Through this deal, Kinder Morgan – a longstanding client of the Firm – will combine all four entities into one publicly traded company, creating the third-largest energy company in the United States and the largest energy infrastructure company in North America. The deal is the largest energy M&A transaction since Exxon merged with Mobil in 1999.