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As part of Bracewell's integrated approach to advising clients on business transactions, the firm's transactional tax practice works closely with the corporate law practice to structure and execute transactions in a manner that meets our client's business and tax planning objectives.

Bracewell attorneys have industry specific tax knowledge with respect to all forms of oil and gas, power, renewable energy, private equity, real estate, and infrastructure transactions. Additionally, Bracewell's tax practice has experience with various forms of business entities including partnerships, trusts, subchapter C-corporations, subchapter S-corporations, and tax exempt entities, as well as unique transactions structures including MLPs, royalty trusts, income trusts, volumetric production payments and Barnes and Noble structures.

Clients turn to these attorneys to assist with a variety of federal tax matters relating to:

  • corporate and partnership formations and liquidations
  • acquisitions and dispositions of businesses
  • project financing
  • public and private debt and equity offerings
  • bankruptcy and restructuring transactions
  • financial products
  • cross-border transactions
  • fund formations

Recent Representations

  • Represented Kinder Morgan, Inc. (KMI) in a definitive agreement whereby KMI acquired all outstanding shares of El Paso Corporation in a transaction that created the largest midstream and the fourth largest energy company in North America with an enterprise value of approximately $94 billion and 80,000 miles of pipelines. The total purchase price, including the assumption of debt of El Paso Corporation and El Paso Pipeline Partners, L.P., was approximately $38 billion.
  • Represented Chesapeake Energy Corporation in its sale of midstream assets in three separate transactions for total expected cash proceeds of more than $4 billion.
  • Represented EIG Global Partners LLC as buyer's counsel in an upstream and midstream joint venture with HM Capital Partners acquiring a majority of equity interests and debt in Blackbrush Oil & Gas and TexStar Midstream. This hybrid equity and debt transaction included a $220 million equity commitment, and a $200 million debt facility.
  • Represented Apache Corporation in its $7 billion acquisition of BP's oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and in Egypt's Western Desert, as well as BP's upstream natural gas business in western Albert and British Columbia. The assets include estimated proved reserved of 385 million barrels of oil equivalent (boe).
  • Represented ConocoPhillips in the spin-off of Phillips 66, now an independent downstream energy company with industry-leading businesses in refining and marketing, midstream and chemicals. This transactions involved complex planning to segregate assets and joint ventures, negotiate transaction arrangements and allocate liability – each with major tax implications.