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No business transaction – whether entity formation or termination, acquisition, divesture, debt or equity offering or restructuring – should be undertaken without experienced tax advice. Those looking for such advice turn to Bracewell to achieve their business objectives, while maximizing their tax advantages and minimizing tax burdens.

Bracewell tax attorneys are well-versed in the federal, state and international income tax issues relating to structuring and documenting business transactions. These attorneys work closely with clients to understand their tax objectives and structure transactions to maximize their after-tax return. They also work in cooperation with Bracewell transactional attorneys to provide comprehensive legal advice to optimize business transactions.

The practice has a particular focus on handling the tax needs of master limited partnerships [MLPs] and all forms of entities and transactions that relate to energy, including oil and gas, power, transmission and distribution, renewables, and energy services.

Other areas of focus include:

  • Partnerships, trusts, subchapter C-corporations, subchapter S-corporations, and tax-exempt entities
  • Private equity
  • Capital markets transactions
  • Bankruptcy and restructuring
  • Cross-border transactions
  • Real estate and infrastructure
  • Financial products

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 included 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.