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Behnke, Lance W.
Lance W. Behnke
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P: +1.713.221.1204

Victoria Washington


Lance Behnke is a partner in the firm's tax section. His practice focuses on federal and state tax issues relevant to both global and U.S. clients. His experience includes mergers and acquisitions, divestitures and sell offs, and inbound and outbound investments. He has particular experience with energy assets and real estate investment trusts.

Mr. Behnke also works with a number of larger nonprofit organizations, assisting them in obtaining and retaining federal tax exempt status and drafting and negotiating grant agreements. Mr. Behnke is a frequent speaker at seminars and educational programs.

Representative Matters

Kinder Morgan
Acquisition of El Paso Corporation
Represented KMI in its pending acquisition of El Paso Corporation for approximately $38 billion (including the assumption of debt outstanding at El Paso Corporation and including the debt outstanding at El Paso Pipeline Partners, L.P.).

Chesapeake Energy Corporation
Royalty Trust IPO
Represented Chesapeake in connection with the initial public offering of Chesapeake Granite Wash Trust.

Encore Energy Partners LP
Acquisition by Vanguard Natural Resources, LLC
Represented the conflicts committee of Encore Energy Partners in connection with the pending acquisition by Vanguard of the interests in Encore owned by the public for approximately $545 million of Vanguard common units.

The Constellation Energy Group
Represented Constellation in its acquisition of StarTex Power.

Allison Marine Contractors Inc.
Represented Allison in the sale of all of its holdings to Lincolnshire Amc Holding, LLC.

Enerplus Corporation
Corporate Conversion
Represented Enerplus Corporation in its conversion from a Canadian income trust to a Canadian corporation.

Scotia Capital Inc.
Initial Public Offering of Eagle Energy Trust
Represented Scotia Capital Inc. which served as the lead underwriter in connection with the initial public offering of Eagle Energy Trust, a Canadian trust that owns upstream properties in the United States.

The Bank of New York Mellon Trust Company, N.A.
ECA Marcellus Trust I
Represented BNY Mellon Trust Company in its role as trustee on the secondary offering of trust units in ECA Marcellus Trust I, a royalty trust.

The Bank of New York Mellon Trust Company, N.A.
SandRidge Mississippian Trust I
Represented BNY Mellon Trust Company in its role as trustee in the initial public offering of trust units in SandRidge Mississippian Trust I, a royal trust.

The Bank of New York Mellon Trust Company, N.A.
SandRidge Permian Trust
Represented BNY Mellon Trust Company in its role as trustee in the initial public offering of trust units in SandRidge Permian Trust, a royal trust.

Disposition of Refined Products Terminal in Puerto Rico
Represented an affiliate of Royal Dutch Shell plc in its sale to Buckeye Partners, L.P. of a refined petroleum products terminal located in Puerto Rico.

The Sterling Group, L.P.
Represented Sterling in connection with its acquisition of the Powertrain division from Gates Canada, The Gates Corporation and certain of its subsidiaries, Tomkins Investments Limited and Tomkins Finance Limited.

Publications and Speeches

Co-Author, "Tax Issues Can Unexpectedly Complicate Mezzanine Financings," Oil & Gas Financial Journal, April 11, 2014.

Co-author, “Understanding Critical Tax Aspects of Volumetric Production Payments, Oil & Gas Financial Journal, April 2011

Co-author, "Can a Cleverly Drafted Contract Save the Tax Day?" Tax Notes, January, 10, 2011

Co-author, “Taxation of Partnership Operations; Transfers of Interest in Partnerships,” Washington Partnership and Limited Liability Company Desk book, 2nd Edition, SWAB, 2010

"Changing Shape in a Changing World: Mergers, Acquisitions and Major Structural Shifts, Representing Tax-Exempt Nonprofits," WSBA CLE, April 29, 2009

“International Activities and Grantmaking,” Washington Nonprofit Handbook:  How to Form and Maintain a Nonprofit Corporation in Washington State, 2009 Ed., Washington Attorneys Assisting Community Organizations and the King County Bar Association Young Lawyers Division

"Redemption and Buyout of Partners: Holding Real Estate Assets Through Partnerships and LLC: Pass-Through Drafting and Structuring Strategies," WSBA CLE, April 4, 2007


LL.M., Taxation, New York University School of Law, 1980
J.D., Georgetown University Law Center, 1977
B.S., magna cum laude, Kansas State University, 1973

Bar Admissions



Washington State Bar Association
State Bar of Texas
Washington State Bar Association, Committee on Transactional Tax, Section on Taxation, Chair, 2006-2009
University of Washington Graduate Tax Program, Adjunct Professor
Advanced Tax Partnership Taxation, 2006 - 2011
Taxation of Exempt Organizations, 2007-present
Corporate Reorganizations, 2001-2003


Legalease, The Legal 500 United States, Domestic Tax: Central, 2014-2015; Tax, 2012-2013
Thomson Reuters, Washington Super Lawyers, 2008-2014, 2016
Woodward/White, Inc., Best Lawyers, 2010-2012, Tax Law, 2014-2017
Martindale-Hubbell® AV® Preeminent™ Rating