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In a seismic shift for the U.S. energy infrastructure, Brookfield Infrastructure Partners has announced a $9 billion deal to acquire Colonial Pipeline, the nation’s largest refined oil products pipeline system. The transaction, expected to reshape the energy transportation landscape, involves Brookfield securing 100% of Colonial Enterprises’ assets, including the 5,500-mile pipeline that stretches from Texas to New York.

A Strategic Move Backed by Legal Heavyweights

The high-profile acquisition is being guided by Kirkland & Ellis LLP, representing Brookfield, while Milbank LLP is advising the five co-owners of Colonial Enterprises—including Shell and multiple investment firms—on the sale.

Brookfield, in a Thursday announcement, highlighted the pipeline's decades-long track record of strong performance and high utilization, serving a critical customer base along the U.S. East Coast.

Breaking Down the Finances

At the time of closing, Brookfield’s equity investment is anticipated to be around $500 million, accounting for roughly 15% of the total equity—a portion that will be entirely funded through capital recycling initiatives. This places the total equity investment at over $3.3 billion.

Debt financing for the transaction is being orchestrated by Morgan Stanley Senior Funding and Mizuho Bank Ltd., with Morgan Stanley Senior Funding acting as the sole bookrunner on a term loan facility.

Shell’s Perspective: A Strategic Exit

As part of the deal, Shell and the other co-owners have agreed to transfer 100% of their Colonial shares to Brookfield.

“This divestment reflects our focus on performance, discipline, and simplification,” said Andrew Smith, president of Shell Trading and Supply, in a statement. “It will allow us to concentrate on areas where we have scale and competitive advantage.”

Colonial Pipeline’s ownership structure before the sale was divided among five key partners:

• Shell: 16.1%
• Koch Capital Investments Co.: 28%
• KKR: 23.4%
• Caisse de dépôt et placement du Québec: 16.5%
• IFM Investors: 15.8%

The Road to Completion

The transaction, which remains subject to customary closing conditions, is expected to finalize in the second half of 2025.

Financial advisory firms Jefferies LLC, Greenhill & Co., and Morgan Stanley & Co. are assisting Brookfield in navigating this major acquisition.

Legal Teams Leading the Charge

Brookfield’s legal representation from Kirkland & Ellis LLP includes powerhouse attorneys Kim Hicks, Brittany Sakowitz, Roald Nashi, Jacqueline Trudeau, Chad Smith, and Andrew DeVore.