Tax

Tax

Tax

Bracewell’s tax attorneys serve as counsel on public and private company mergers, acquisitions and dispositions, private equity investments, joint ventures, capital markets transactions and bankruptcies. We advise clients on federal, state and international tax issues related to structuring and documenting business transactions. In cooperation with our transactional counterparts, we provide comprehensive legal advice, with an eye toward optimizing business transactions and maximizing our clients’ after-tax returns. We are familiar with the tax considerations relevant to c-corporations, s-corporations, partnerships, MLPs, REITs, trusts, and sovereign entities. Chambers USA 2019 commented that Bracewell has a “solid practice noted for its expertise in tax matters in the energy space” as we regularly handle tax issues arising in transactions in all aspects of the energy sector, including upstream and midstream oil and gas, oil field services, power generation and transmission, and renewables. Chambers also noted that we “possess additional strength in assisting municipalities and tax-exempt entities, and [have] a wealth of experience in handling tax concerns affecting MLPs.”

“It is difficult to stump them with a unique problem or situation.” Said one client, “the team works well together, as well with us, and we feel that we are represented by experts.” Bracewell team members have been praised for “being able to translate complex tax issues into commercial language.” Chambers USA (2019)

Recent Notable Matters

Apache Corporation creation of $3.5 billion midstream company with Kayne Anderson Acquisition Corp., forming the only publicly traded, pure-play Permian Basin midstream company that is a C-corporation Matlin & Partners Acquisition Corporation merger and contribution agreement with U.S. Well Services, LLC, creating one of the first publicly traded oilfield services companies with an enterprise value of $588 million Great Plains Energy Inc. revised stock-for-stock merger of equals transaction with Westar Energy, Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity and more than 51,000 miles of distribution lines Kinder Morgan, Inc. investment between Kinder Morgan Texas Pipeline LLC, DCP Midstream, LP and an affiliate of Targa Resources for the $1.7 billion Gulf Coast Express Pipeline Project, designed to transport up to 1.92 billion cubic feet per day of natural gas

Hydro One Limited $5.3 billion acquisition of Avista

Phillips 66 Partners LP joint venture construction and

Corporation in an all-cash transaction, establishing one of North America’s largest regulated electricity and natural gas businesses with more than $25.4 billion in combined assets

operating agreements with Andeavor and an equity option with Canadian midstream company Enbridge Inc. in relation to the Gray Oak Pipeline, LLC joint venture, and in a joint venture with Buckeye Partners LP to develop the new South Texas Gateway Terminal at the mouth of Corpus Christi Bay Duke Energy Corporation $2.8 billion sale of its Midwest merchant generation business to a subsidiary of Dynegy Inc., which includes ownership interests in 11 power plants with a total capacity of approximately 6,100 MW, as well as Duke’s competitive retail electric and gas business; Platts Global Energy Awards, 2015 Strategic Deal of the Year

Apache Corporation strategic partnership with EPIC

Midstream Holdings, LP and Noble Energy Inc. to develop the EPIC Crude Oil Pipeline, including transportation service agreements, tariffs and related regulatory matters Apache Corporation and Apache Midstream LLC formation of SCM Alpine, LLC, which will own and operate a greenfield NGL y-grade pipeline, including transportation service agreements, tariffs and related regulatory matters HPS Investment Partners, LLC and Kingfisher Midstream, LLC merger agreement between Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to combine and form Alta Mesa Resources, Inc.

Canada Pension Plan Investment Board $450 million commitment by its

wholly-owned subsidiary, CPPIB Credit Investments, to LongPoint Minerals, LLC, an entity formed to buy minerals and royalties in the US

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