Tax

Trusted Tax Counsel

Bracewell has one of the nation’s leading tax practices. Our tax lawyers, who are recognized in the top tiers in Chambers USA and Legal 500 US, have decades of experience providing federal, state and international tax advice on the structuring and documenting of large and complex business transactions, including public and private company mergers and acquisitions, dispositions, private equity investments, joint ventures and capital markets offerings. Our tax lawyers work closely with the firm’s transactional lawyers to provide comprehensive legal advice, with an eye toward optimizing business transactions and after-tax returns.

We are familiar with the tax considerations relevant to c-corporations, s-corporations, partnerships, master limited partnerships (MLPs), real estate investment trusts (REITs), trust and sovereign entities. Our tax team also provides advice on private investment funds, distressed situations/bankruptcies, corporate transactions and international transactions, particularly within the energy industry.

We regularly handle tax issues arising in transactions across the energy value chain, including upstream and midstream oil and gas, oil field services, power generation and transmission, carbon capture utilization and sequestration (CCUS) and renewable energy projects. Our understanding of the energy industry, including its unique tax issues and practices, makes us the go-to firm for Apache Corporation, HPS Investment Funds, Kinder Morgan, Phillips 66 and other industry leaders.

Recognition for Excellence

Our tax lawyers are nationally recognized by independent rankings organizations, including Chambers USA and Legal 500 US.

Chambers USA – New York: Tax; Texas: Tax
Legal 500 US – Taxes: Non-contentious
U.S. News – Best Lawyers – National Tax Law (Tier 1), Austin Tax Law (Tier 1), Houston Tax Law (Tier 1), Seattle Tax Law (Tier 1)

Bracewell can always be counted on in complex and sophisticated matters.

Chambers USA, 2023

Market-Leading Transactions

We provide tax advice on a range of complex transactions.

Alinda Capital Partners, LLC and GE Energy Financial Services, Inc. in their $1.89 billion agreement to sell SourceGas Holdings LLC to Black Hills Corp.
Apache Corporation in the 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
Apache Corporation in its strategic partnership with EPIC Midstream Holdings, LP and Noble Energy Inc. to develop the EPIC Crude Oil Pipeline
Apache Corporation and Apache Midstream LLC in the formation of SCM Alpine, LLC, which will own and operate a greenfield NGL y-grade pipeline
Canada Pension Plan Investment Board in connection with the $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 United States
COG Operating LLC, a subsidiary of Concho Resources Inc., in expanding its existing joint venture with Solaris Water Midstream, LLC
Competitive Power Ventures in the $1.3 billion equity investment by Osaka Gas USA, Axium Infrastructure and Harrison Street in CPV’s gas-fired Three Rivers Energy Center project in Illinois — 2020 US Power Deal of the Year, PFI Awards
Crédit Agricole Corporate & Investment Bank on the $4.65 billion financing of McDermott International, Inc.’s all-stock combination with Chicago Bridge & Iron Company N.V., consisting of a $2.26 billion senior secured term loan facility, a $1.0 billion senior secured revolving credit facility and a $1.39 billion senior secured letter of credit facility, as lead arranger

Duke Energy Corporation on the $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 — 2015 Strategic Deal of the Year, Platts Global Energy Awards
Energy & Exploration Partners, Inc. in Chapter 11 bankruptcy cases jointly administered with its subsidiary debtors
General partner of DCP Midstream, LP in a transaction to eliminate all general partner economic interest in DCP and incentive distribution rights in DCP in exchange for 65 million newly issued DCP common units with a total equity value of approximately $1.53 billion
Global Infrastructure Partners in connection with its 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
Great Plains Energy Inc. on tax issues related to 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
HPS Investment Partners LLC on the $350 million recapitalization of Alta Mesa Holdings, Inc. through a combination of convertible preferred stock and senior notes
HPS Investment Partners, LLC and Kingfisher Midstream, LLC in the merger agreement among Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to combine and form Alta Mesa Resources, Inc.
Hydro One Limited in its $5.3 billion proposed acquisition of Avista Corporation in an all-cash transaction (now terminated)
J&J Worldwide Services in its sale to Arlington Capital Partners in partnership with J&J’s existing management team
Kinder Morgan, Inc. in its 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
Kinder Morgan, Inc. on its $1.25 billion offering of senior notes
Kinder Morgan, Inc. and Kinder Morgan Canada Limited in its $1.546 billion sale of the US portion of the Cochin Pipeline to Pembina Pipeline Corporation and US counsel to KML in concurrent sale of all outstanding KML common equity to Pembina
Matlin & Partners Acquisition Corporation on tax issues related to the 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
Navigator CO2 Ventures LLC in the development of an industrial scale carbon capture pipeline system of more than 1,200 miles of new carbon dioxide gathering and transportation pipelines across five Midwest states (Nebraska, Iowa, South Dakota, Minnesota and Illinois) with the capability of permanently storing up to 5 million metric tonnes of carbon dioxide per year
Overstock.com, Inc. on the issuance of rights offering allowing its shareholders to purchase shares of its preferred stock, including Blockchain Series A Preferred shares to be issued and traded exclusively on the t0 platform, a registered alternative trading platform developed by Overstock.com’s subsidiary
Parsley Energy Inc. on the $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
Phillips 66 Partners LP on 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
Phillips 66 in the formation of Bluewater Texas Terminal LLC, a joint venture with Trafigura Group Pte. Ltd., to develop an offshore deepwater port project in the Port of Corpus Christi
Pioneer Natural Resources Company in relation to a DrillCo transaction with a private investor providing for drilling opportunities on acreage owned by Pioneer in South Texas
Tallgrass Energy Partners, LP representing the Conflicts Committee of the Board of Directors of the General Partner of Tallgrass Energy Partners, LP (TEP) in the merger agreement between Tallgrass Energy GP, LP (TEGP) and TEP, in which TEGP will acquire all TEP common units held by the public
Venoco, Inc. in 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
Yuhuang Chemical on $1.85 billion project development and financing of a greenfield methanol project in Louisiana