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Jacobson, Robert A.
Robert A. Jacobson
P: +1.713.221.1365
F: +1.713.221.2165

Natalie Moreno


Robert Jacobson focuses his practice on a wide range of tax matters, particularly the structuring of federal income tax effects on partnerships, corporations and individuals involved in complex domestic and international business transactions. He has experience in mergers and acquisitions, reorganizations and capital markets transactions, including master limited partnerships (MLPs). 

Representative Matters

Master Limited Partnerships and Capital Markets
Represented Holly Energy Partners, L.P. in its acquisition from HollyFrontier Corporation of a 50% interest in Osage Pipe Line Company, LLC, which owns the 135-mile Osage pipeline that transports crude oil from Cushing, Oklahoma to El Dorado, Kansas

Advised Special Committee of Western Gas Partners LP (WES) in WES’ acquisition of Springfield Pipeline LLC from Anadarko Petroleum Corporation for $750 million

Represented the Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP in its acquisition of an additional 31.3 percent interest in Tallgrass Pony Express Pipeline, LLC for cash consideration of $475 million and 6,518,000 common units

Represented the Special Committee of the Board of Directors of Western Gas Holdings, L.L.C. in the acquisition by Western Gas Partners of Anadarko’s 50% interest in the Delaware Basin JV gathering system

Represented National Grid in its sale of ownership interests in Iroquois Gas Transmission System, L.P. to Dominion Midstream Partners, LP, in exchange for the issuance of approximately 8.6 million common units having a value of approximately $286.5 million

Represented Global Infrastructure Partners and its affiliates funds regarding the $2.675 billion acquisition of a 50% interest in a strategic joint venture with Hess Corporation that owns Hess’s former midstream crude oil and natural gas infrastructure assets in the Bakken Shale

Represented issuers and underwriters in more than 10 initial public offerings of equity securities of MLPs, providing structuring and qualifying income advice

Represented issuers or underwriters in follow-on equity offerings of MLPs

Represent MLPs by providing continuous advice regarding (i) qualifying income and (ii) structuring acquisitions and dropdowns in a tax-efficient manner

Represented numerous MLPs in obtaining private letter rulings from the IRS

Mergers, Acquisitions and Divestitures
Represented Kinder Morgan, Inc. in the sale of a 50% equity interest in Southern Natural Gas to The Southern Company in a transaction valued at $4.15 billion

Represented Kinder Morgan, inc., in the sale of a 50% equity interest in the Utopia Pipeline Project to Riverstone Investment Group, LLC

Represented Tall City Exploration LLC in its sale to Moss Creek Resources, LLC of exploration and production (E&P) assets for $803 million, which is subject to closing adjustments.

Represented private equity firm in its $7 billion acquisition of a leading North American oil and gas producer

Represented MLP in a merger with another MLP valued in excess of $5 billion

Represented compression company in the $435 million sale of its field solutions business

Represented MLP in an approximately $200 million purchase of over 200 retail gasoline stations.

Represented MLP in an acquisition of more than $180 million of compression assets

Represented MLP in an acquisition of a wholesale fuel and lubricants distribution business 

Represented MLP in a $185 million acquisition of a business engaged in natural gas treating services

Represented private equity firm in the sale of producing properties as well as developed and undeveloped acreage for $325 million

Represented an engineering, construction, and maintenance company in a $300 million divestiture of its energy and chemical division

Private Equity
Represented a leading global private equity firm in the formation of a strategic partnership with an oil and gas company focused on developing unconventional assets in the Appalachian Basin 

Represented a leading global private equity firm in the formation of a strategic partnership to invest in oil and gas properties in Oklahoma

Represented a leading global private firm in the formation of a joint venture with up to $600 million of equity commitment that will focus on oil and gas opportunities in the Gulf Coast and Gulf of Mexico regions

Represented leading private equity firm in an equity commitment of up to $300 million in a company engaged in oil and gas exploration in Oklahoma

Represented large private equity firm in its $400 million line of equity investment in an exploration and production company that is focused on the acquisition and development of oil and gas liquids resources in the Permian Basin

Represented a large private equity firm in investments in a private exploration and production company in Alaska

Represented private equity firm in connection with the formation of a joint venture that enabled the oldest continuously operated refinery on the east coast to continue operating

Represented a private equity firm in the recapitalization of a service provider for manufacturing companies that build oil and gas machinery

Publications and Speeches

Panel Speaker, “Qualifying Income of PTPs, What’s In (and What’s Out),” ABA Section of Taxation, 2016 Joint Fall CLE Meeting, September 30, 2016

Panel Speaker, "Oil and Gas Property Purchase and Sale Transactions," 13th Biennial Parker C. Fielder Oil and Gas Tax Conference, November 19 and 20, 2015

Co-Author, Tax Issues In Selling Versus Leasing Oil And Gas Interests, Law 360 (June 20, 2016)

Co-Author, “Section 336(e): A More Flexible Method to Effect Deemed Asset Sales,” The Texas Tax Lawyer Newsletter, Vol. 41, No. 1, Fall 2013


J.D., with honors, The University of Texas School of Law, 2006
M.P.A., The University of Texas at Austin, 2003
B.B.A., with honors, The University of Texas at Austin, 2003

Bar Admissions



Houston Bar Association, Tax section
Houston Young Lawyers Association


Legalease, The Legal 500 United States, U.S. Taxes - Non-Contentious, 2016