Southern Company (NYSE:SO) agreed to acquire 50% stake in Southern Natural Gas Company, LLC from Kinder Morgan Energy Partners, L.P. for $1.5 billion on July 10, 2016. The consideration includes payment of $1.4 billion in cash and payment of $50 million as deferred consideration. Southern Company expects to finance the initial purchase, as well as any related future growth opportunities in a credit-supportive manner. Southern Company will fund a portion of the purchase price from the gross proceeds of approximately $1.6 billion of its 32.5 million shares underwritten public offering. The transaction is subject to the notification and clearance and reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, customary closing conditions and regulatory approvals. The transaction is expected to complete in the third quarter or early in the fourth quarter of 2016. Kinder Morgan plans to use all of the proceeds from this transaction to reduce debt at Kinder Morgan. Jason Jean, W. Cleland Dade, Jason Jean, Gregory Bopp, Troy Harder, Robert Jacobson, D. Kirk Morgan II, Aaron Roffwarg, Timothy Wilkins, Elena Rubinov, Aaron Carpenter, Mona Cannon, Yaniv Maman, Kathryn Schroeder and Caitlin Tweed of Bracewell LLP and Vadim Brusser, Steven Newborn and Rob Meyer of Weil, Gotshal & Manges LLP acted as legal advisors to Kinder Morgan while Jeff Schlegel and David Stringer, Lizanne Thomas, Alex Wilde, Kit Rockhill, Kyle Kreshover, Greg Gordon, Amanda Suzuki, Jonathan Fisher, Walt Davis, Bob Watts, Joanna Sutton, Michelle Brown, Tyler Clarke, Sterling Spainhour, Chuck Wehland, Todd Wallace, Louis Jenull, Peter Laun, Joe Beauchamp, Scott Cowan, Chris Fox, Audra May, Katie Oldham and Melissa Pick of Jones Day, Gibson, William Scherman, Joshua Soven, Ruth Porter, Bob Nichols and Andrew Cline of Dunn & Crutcher LLP, Kevin Greene, Eric Koontz, Roger Reigner, Bob Edwards, Brandon Marzo, Frank Schiller, Allison Will and Melissa Oellerich of Troutman Sanders LLP and Scott Grover of Balch & Bingham LLP acted as legal advisors to Southern Company. David DeVeau, J. Curtis Moffatt, R. Eric McCord, Patricia Francis, Jordan Mintz and Jeffrey Utay provided in-house counsel to Kinder.