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About Elizabeth

Elizabeth McGinley, chair of Bracewell’s tax department, regularly advises clients on acquisitions, dispositions, restructurings, joint ventures and debt and equity investments in the upstream and midstream oil and gas and power industries. She represents both public and private energy companies as well as private equity funds. Liz is recognized by Chambers USA among America’s leading lawyers for tax (2012-2018). 

One of the sharpest and most comprehensive tax people we’ve ever worked with; nothing gets by her. From a client’s perspective, I don’t know how you could ask for more.
Chambers USA, 2018

Experience

Recent Notable Matters

Pioneer Natural Resources Company — agreement with undisclosed buyer to sell all of its assets in the West Panhandle field in Texas

Sabalo Energy, LLC — approximately $950 million transaction with Earthstone Energy, Inc., including both producing and non-producing oil and gas assets in the northern Midland Basin

Affiliate of Brookfield Asset Management Inc. — strategic investment with Landmark Infrastructure Partners LP in forming a joint venture to invest in core infrastructure assets

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

Phillips 66 — option agreement pursuant to which DCP Midstream LP acquired an option to purchase up to a 30 percent ownership interest in Phillip 66’s new fractionators under construction at its expanded Sweeny Hub

Phillips 66 Partners LP — joint venture construction and 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

Kinder Morgan, Inc. — final investment decision between Kinder Morgan Texas Pipeline LLC, DCP Midstream, LP and an affiliate of Targa Resources to proceed with the $1.7 billion Gulf Coast Express Pipeline Project, designed to transport up to 1.92 billion cubic feet per day of natural gas

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 — 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

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

Global Infrastructure Partners — majority position in a preferred equity investment of up to $250 million in Caprock Midstream to fund the expansion of Caprock’s natural gas gathering and processing assets in the Permian Basin

Parsley Energy Inc. — $2.8 billion acquisition of certain entities holding undeveloped acreage and producing oil and gas properties in the core of the Midland Basin from Double Eagle Energy Permian LLC and certain of its affiliates consisting of approximately $1.4 billion in cash and approximately 39.8 million units of Parsley Energy

Apache Corporation — $1.4 billion sale of approximately 90,000 net acres in southern Louisiana and 115,000 net acres in the Anadarko Basin to Tapstone Energy

HPS Investment Partners LLC — Bayou City Energy’s additional preferred stock investment in an HPS portfolio company, High Mesa, Inc., the parent of Alta Mesa Holdings, LP. This additional investment follows Bayou City Energy’s initial investment in High Mesa, Inc. in the fourth quarter of 2016.

HPS Investment Partners LLC — $350 million recapitalization of Alta Mesa Holdings, Inc. through a combination of convertible preferred stock and senior notes

Noble Energy, Inc. — sale of 30,200 net acres in the DJ Basin in Weld County, Colorado to SRC Energy Inc. for $608 million

Energy & Exploration Partners, LLC and its affiliates — Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Northern District of Texas

Chevron Corporation — sale to ONEOK Partners, LP. of the Mesquite Pipeline and its 80 percent interest in the West Texas LPG Pipeline Limited Partnership for approximately $800 million

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

Pioneer Natural Resources Company — acquisition of 28,000 acres in the Midland Basin from Devon Energy Corporation for $435 million

Canada Pension Plan Investment Board — $450 million commitment by its wholly-owned subsidiary, CPPIB Credit Investments, to LongPoint Minerals, LLC, and entity formed to buy minerals and royalties in the U.S.

Phillips 66 — exchange of Phillips Specialty Products Inc. to Berkshire Hathaway Inc. for shares of Phillips 66 stock held by Berkshire Hathaway affiliates, valued at approximately $1.4 billion

Alinda Capital Partners and GE Energy Financial Services — definitive agreement to sell SourceGas Holdings LLC to Black Hills Corp. for $1.89 billion

Venoco, Inc. — creditor negotiations and Chapter 11 reorganization, which resulted in the elimination of almost $1 billion in debt. The bankruptcy proceeding was completed in four months and with the agreement of all creditor groups.

La Caisse de dépôt et placement du Québec — acquisition, jointly with a global oil and gas company, of the entity that owns the Southern Star Central Pipeline, a FERC-regulated interstate pipeline

Publications and Speeches

“Mineral Transactions Require Careful Attention,” Oil & Gas Investor, Who’s Who in Minerals, January 2018.

“Private Equity Development Joint Ventures,” The 82nd Annual API Federal Tax Forum, Houston, April 19, 2016.

"Super-Charged Energy IPOs," Oil & Gas Investor, November 2014.

"Are VPPs Better Financing Structures Than RBLs?" Project Finance, March 2013.

 

Credentials

Education

New York University School of Law,
LL.M., Taxation
1999
New York University School of Law,
J.D.
1996
Lehigh University,
B.S.
1990
Beta Gamma Sigma, Phi Beta Kappa

Bar Admissions

New York

Certifications

Certified Public Accountant, New York

Affiliations

Kent Place School, Summit, NJ
Board of Directors
Executive Women of New Jersey
New York City Tax Club

News

News

New York Super Lawyers Recognizes 13 Bracewell Attorneys

September 13, 2018
Super Lawyers, Thomson Reuters

Opportunities abound for private equity, but so do risks

June 10, 2016
Oil & Gas Financial Journal

Bracewell adds tax partner in New York office

February 19, 2016
Corporate Counsel

Hidden Tax Dangers

December 14, 2015
Oil & Gas Financial Journal

New Twists On An Old Structure

August 1, 2015
Oil and Gas Investor

Deal of the Week: $235 Million Energy Deal

October 9, 2014
Texas Lawyer - Houston Bureau

Offshore: Deals and cases

April 27, 2014
thelawyer.com

Munger Tolles Helps Buffett End 2013 With One More Deal

December 31, 2013
American Lawyer - Online

Funding Energy Infrastructure

December 12, 2013
Oil & Gas Financial Journal - Online

Deal of the Week: Power Player

July 29, 2013
Texas Lawyer

Private equity investment surges in midstream market

December 1, 2012
Oil & Gas Financial Journal

Insights

Insights

Business Taxes

Bracewell Tax Group members Elizabeth McGinley and Steven Lorch discuss Business Taxes, including: reduced corporate rates, the qualified business income deduction and the impact of the Interest Deduction Limitation and immediate expensing.

The Mineral Revolution: How The Recent Influx of Capital is Changing Deal Structures and Opportunities for Investment

Over the past twelve months, we have witnessed a rapid evolution in the way that E&P industry participants acquire and own minerals. While the perpetual nature and non-cost bearing aspects of mineral ownership have long aided in maintaining a floor value in the...

MLP Qualifying Income "“ Treasury and IRS Issue Proposed Regulations

On May 5, 2015, the Department of the Treasury and the Internal Revenue Service (IRS) issued proposed regulations that provide much-anticipated guidance on the scope of qualifying income under Section 7704(d)(1)(E) of the Internal Revenue Code (Code) for master limited partnerships (MLPs) engaged in activities with respect to minerals or natural resources. The issuance of the proposed regulations is a significant development because private letter rulings (PLRs) historically have been the primary source of interpretive guidance on whether certain mineral or natural resource activities...

Year Long Pause Lifted on MLP Qualifying Income Private Letter Rulings - Proposed Regulations to be Issued

Following a year long pause, the IRS announced Friday that it has resumed its review of pending private letter ruling (PLR) requests and is accepting new PLR requests concerning MLP qualifying income under Section 7704(d)(1)(E) of the Internal Revenue Code. During the qualifying income ruling pause, which began in March 2014, the IRS postponed consideration of taxpayer requests for qualifying income PLRs in order to study issues related to qualifying income and to consider broader interpretive guidance to the MLP industry. In addition, according to statements made by an IRS official, the...

Tax Dashboard

Visit our new Tax Dashboard where we gather important tax resources and developments from our lawyers as well as industry outlets.

Noteworthy

Noteworthy

Chambers USA
New York Tax, 2012 - 2018
The Legal 500 United States
U.S. Taxes - Non-Contentious, 2016 - 2018; Domestic Tax, 2015; Energy: Transactions, 2014 - 2015; Domestic Tax: East Coast, 2014; Tax, 2009 - 2012

Events

Past Events