Tulsa, Okla., natural gas company Williams Cos. had its plans to restructure scuttled in 2008, when the markets collapsed. So when conditions started looking better last summer, the company rang some old friends to put together a new plan and, on Jan. 19, announced a $12 billion restructuring, including the sale of its pipeline and processing assets to Williams Partners LP for $3.5 billion in cash, 203 million limited partner units and $2 billion in debt.

Barclays Capital's Gary Posternack, Barbara Byrne and Rob Pierce and Citigroup Inc.'s Andy Safran (pictured) and Greg Sommer advised Williams Cos. on the plan.

Byrne, vice chairman of investment banking at Barclays and a former Lehman Brothers Inc. hand, has been doing work for Williams for almost 20 years, including in 2002, when the company was on the brink of bankruptcy after Enron Corp.'s implosion.

The following year, she advised the company on the sale of its 54.6% stake in Williams Energy Partners LP to a group of private equity firms, including Madison Dearborn Partners LLP and Carlyle/Riverstone Global Energy and Power Fund II LP for $1.1 billion. Pierce, another Lehman alum, also worked on the deal.

Safran has been advising Williams for 11 years, also working on the Williams Energy Partners transaction in 2003. "This trade is geared to create a more competitive player in the integrated gas business," he says of the latest deal.

Richard Russo, a partner at Gibson, Dunn & Crutcher LLP in Denver, led a 13-member team that counseled Williams, including partners Janet Vance and Aaron Adams in New York, who worked on Williams Partners' new $1.5 billion credit agreement with Barclays and Citigroup. Russo has known Williams' general counsel Jim Bender for 28 years; Bender was an associate at Gibson Dunn before working a series of in-house jobs, joining Williams in 2002. Since then Russo says the firm has done a lot of work for Williams.

Russo says that the restructuring, which he has been working on since last summer, is really five transactions: the asset drop-down; a $3 billion debt tender; a rights offering; Williams Partners' new credit agreement; and then an exchange offer between Williams Partners and Williams Pipeline Partners LP, all of which are to take place over six months.

"Making it all hang together and hang together on a schedule faster than we had expected will be a challenge," he says.

Working on the Williams Partners' side were the Houston team of Lance Gilliland and Ed Guay at Tudor Pickering Holt & Co. Securities Inc. and corporate partner Joshua Davidson at Baker Botts LLP, whose own team included partners Greg Nelson (tax), Bill Hart Jr. (finance), Rob Fowler (employee benefits), Matt Kuryla (environmental), Mark Cook (regulatory) and Bob Wright (real estate). Richards, Layton & Finger PA's Srinivas Raju and Greg Ladner contributed their view from Delaware.

Tudor Pickering Holt has done a lot of committee work over the past several years, including Magellan Midstream Partners LP's acquisition of its publicly traded general partner Magellan Midstream Holdings LP in March of last year for $1.14 billion in stock and Targa Resources Inc.'s sale of pipelines and processing assets to spun-off unit Targa Resources Partners LP in 2007 for $705 million.

Guay, who has spent his entire career doing master limited partnership work, including at Goldman, Sachs, & Co., from which he joined Tudor Pickering in 2007, had a relationship with all three Williams entities.

Baker Botts' Davidson, meanwhile, counseled Teppco Partners LP on its $500 million purchase of 42 push boats and 89 barges from Houma, La.-based Cenac Towing Co. and Cenac Offshore LLC in 2007, its largest acquisition ever, and then last year advised it on its acquisition by Enterprise Products Partners LP for $5.9 billion.

He has also counseled underwriters on various initial public offerings of energy MLPs over the years, including that of Pioneer Southwest Energy Partners LP.

Safran expects more deal activity in the natural gas business, including companies that are looking for ways to unlock value, as Williams is doing, so they can expand. "There has to be more investment in energy infrastructure," he says.

While Williams Cos. CEO Steve Malcolm has denied that the restructuring is a precursor to another transaction, with Exxon Mobil Corp.'s $41 billion acquisition of XTO Energy Inc. still fresh, you have to wonder.