Elizabeth B. Behncke

Representative Matters

Represented Kinder Morgan Energy Partners, L.P. in its acquisition of Copano Energy, L.L.C., a midstream natural gas company for a total purchase price of approximately $5 billion, including the assumption of debt.

Represented Apache Corporation in its public offering of $2 billion of senior notes, consisting of $1.2 billion of 2.625% notes due in 2023 and $800 million of 4.25% notes due in 2044.

Represented the Special Committee of the Board of Directors of the general partner of Western Gas Partners, LP, in Western Gas Partners’ announced acquisition of an interest in two gas gathering systems in the Marcellus shale for total consideration of $490 million financed with approximately $220 million of cash on hand, the borrowing of $246 million on its revolving credit facility and the issuance of 449,129 common units to Anadarko.

Represented Kinder Morgan, Inc. in the sale of 100 percent of Tennessee Gas Pipeline and a 50 percent interest in El Paso Natural Gas pipeline to Kinder Morgan Energy Partners, L.P. for approximately $6.22 billion (includes about $1.8 billion in assumed debt at Tennessee Gas Pipeline and approximately $560 million of proportional debt at El Paso Natural Gas).

Represented Prosperity Bancshares in the $193.9 million acquisition of Oklahoma City-based Coppermark Bancshares through the issuance of up to almost 3.3 million shares of Prosperity common stock, plus $60 million in cash for all outstanding shares of Coppermark Bancshares capital stock.

Publications and Speeches

"Can a Cleverly Drafted Contract Save the Tax Day?" Tax Notes, January, 10, 2011.