ArcLight’s $830 Million Acquisition of Minority Interest in Natural Gas Pipeline Company of America

Latham & Watkins LLP represented ArcLight in the transaction.

ArcLight Capital Partners, LLC (ArcLight) will acquire a 25% minority interest in Natural Gas Pipeline Company of America LLC (NGPL) from Kinder Morgan, Inc. (NYSE: KMI) and Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN) for US$830 million. The value of the minority interest implies an enterprise value of approximately US$5.2 billion for NGPL. Upon closing, KMI and Brookfield Infrastructure will each hold a 37.5% interest in NGPL, and KMI will continue to operate the pipeline. The transaction was announced on February 22. 

ArcLight is a private equity firm focused on energy infrastructure investments. Founded in 2001, the firm helped pioneer an asset-based private equity approach to investing in the dynamic energy sector. ArcLight has invested about $21 billion in 108 transactions since inception, generating realized returns for its limited partners from 65 exits across diverse market cycles.

NGPL is the largest transporter of natural gas into the high-demand Chicago-area market as well as one of the largest interstate pipeline systems in the country. It is also a major transporter of natural gas to large LNG export facilities and other markets located on the Texas and Louisiana Gulf Coast.

RBC Capital Markets served NGPL as financial adviser for the transaction. Barclays served as the financial adviser to ArcLight and has provided a committed debt financing to support the transaction. 

Latham & Watkins LLP represented ArcLight in the transaction with a deal team led by partners Christopher Cross (Picture) and Justin Stolte, with associates Dianna Lee, Karen Song, Ozden Samur-LaBruna, and James Sullivan. Advice was also provided on finance matters by partner Warren Lilien, with associates Annelise Karreman and Lauren Lozada; on environmental matters by partner James Barrett and counsel Joshua Marnitz, with associate Samuel Scott; on energy regulatory matters by partner Patrick Nevins; on tax matters by partner Katharine Moir, with associate Derek Berry; on benefits and compensation matters by partner Bradd Williamson, with associate Alisa Hand; on real estate matters by partner Robert Frances, with associates Aaron Friberg and Will Swanson; and on insurance matters by partner Drew Levin, with associate Harrison White.

Involved fees earner: James Barrett – Latham & Watkins; Derek Berry – Latham & Watkins; Christopher Cross – Latham & Watkins; Robert Frances – Latham & Watkins; Aaron Friberg – Latham & Watkins; Alisa Hand – Latham & Watkins; Annelise Karreman – Latham & Watkins; Dianna Lee – Latham & Watkins; Drew Levin – Latham & Watkins; Warren Lilien – Latham & Watkins; Joshua Marnitz – Latham & Watkins; Katharine Moir – Latham & Watkins; Patrick Nevins – Latham & Watkins; Ozden Samur-LaBruna – Latham & Watkins; Samuel Patrick Scott – Latham & Watkins; Karen Jinmeng Song – Latham & Watkins; Justin Stolte – Latham & Watkins; James Sullivan – Latham & Watkins; William Swanson – Latham & Watkins; Harrison White – Latham & Watkins; Bradd Williamson – Latham & Watkins;

Law Firms: Latham & Watkins;

Clients: ArcLight Capital Partners, LLC;

Author: Martina Bellini