In the last 20 years, Baker Botts has participated in approximately 60 initial public offerings for master limited partnerships (MLPs), their general partners and royalty trusts. In addition to this work, we have been hired on many more deals that were not consummated. We have also participated in hundreds of follow-on offerings of debt and equity securities, including registered offerings, private placements and continuous equity programs.
We represent MLPs and underwriters in essentially all the industries in which they operate, including transmission pipelines, gathering and processing, storage and terminaling, compression, shipping, oil and gas exploration and development, oilfield services, mining of coal and other minerals, propane, heating oil distribution and refining.
Our clients include:
- Issuers and underwriters in initial public offerings and follow-on offerings of debt and equity securities
- Private equity funds and other institutional investors in acquiring MLP securities from issuers and selling unitholders and in purchasing assets or structuring joint ventures with MLPs
- Issuers, conflicts committees and financial advisors in asset dropdowns, restructurings, management buyouts, acquisitions, asset dispositions, mergers and proxy filings
- Companies and institutional investors in establishing private MLPs
- Issuers, lenders and investors in syndicated and private financings
- MLP issuers in their ongoing corporate and securities work and tax planning
Our lawyers provide sound, creative advice on complex matters and are nationally recognized as leaders in all types of MLP transactions. We have substantial experience and depth of knowledge in legal issues unique to MLPs, including:
- Tax issues arising from MLP formation, business combinations, asset dropdowns, joint ventures, restructurings and general partner buyouts
- Partnership agreement provisions, including types of securities (various types of subordinated units, preferred units, deferred participation units, etc), and cash distribution policies (traditional cash-based, accrual distributable cash flow, variable pay)
- Governance issues unique to MLPs
- Fiduciary duties of officers and directors of an MLP
- Conflicts of interest between MLPs and their affiliates
- Commercial agreements between a sponsor and the MLP
- SEC disclosure of MLP-specific matters
- Compliance with specific SEC rules governing MLPs
- Accounting issues common to MLPs
- The application of national securities exchange rules to MLPs
- Issues of marketing, disclosure and legal concern to underwriters
Contacts
Related Experience
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results
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Intrepid Financial Partners, LLC - Financial Advisor in Hess Midstream Operations LP's $750 Million Unit Repurchase of 31 Million Class B Units of Hess Midstream Partners LP
KNOT Offshore Partners, LP - $100 Million At-the-Market Program
Conflicts Committee of Noble Midstream GP LLC - Chevron Corporation's Acquisition of Outstanding Common Units of Noble Midstream Partners LP
Delek US Holdings, Inc. - Elimination of Incentive Distribution Rights in Exchange for New Limited Partner Interests in Delek Logistics Partners
Conflicts Committee of CNX Midstream GP LLC - $357 Million Acquisition of CNX Midstream
Summit Midstream Partners, LP - $35 Million Acquisition
SunCoke Energy, Inc. - Acquisition of SunCoke Energy Partners, LP
KNOT Offshore Partners L.P. - Knutsen NYK Offshore Tankers AS's Contribution to KNOT Offshore Partners L.P.
Delek US Holdings, Inc. - $315 Million Sale of Logistics Assets
Kimbell Royalty Partners - $90 Million Initial Public Offering
8point3 Energy Partners LP - $420 Million Initial Public Offering of Class A Common Shares Representing Limited Partner Interests
Tallgrass Development, LP - Negotiation and Documentation of Acquisition of Membership Interests
SunPower Corporation - Dropdown of 90 MW of Solar Projects to 8point3 Energy Partners
Tallgrass Energy Partners, LP - $400 Million Public Offering of Senior Notes
EQT Midstream Partners, LP and Mountain Valley Pipeline, LLC - $400 Million Sale of Ownership Interest in Mountain Valley Pipeline, LLC to Con Edison Gas Midstream, LLC
The Conflicts Committee of Antero Midstream Partners LP - Acquisition of Integrated Water Business
EQT GP Holdings, LP - $714 Million Initial Public Offering
Delek US Holdings, Inc. - Drop Down of Oil and Gas Assets
Shell Midstream Partners, L.P. - Initial Public Offering
EQT Corporation - Sale of Northern West Virginia Marcellus Gathering System
Valero Energy Corporation - Sale of Membership Interests
EnLink Midstream, LLC - Sale of EnLink Midstream Holdings, LP to EnLink Midstream Partners, LP
Conflicts Committee of Williams Partners L.P. - Proposed Acquisition by The Williams Companies Inc.
EnLink Midstream Partners, LP and EnLink Midstream, LLC - Acquisition of LPC Crude Oil Marketing LLC
EnLink Midstream Partners, LP and EnLink Midstream, LLC - Acquisition of Coronado Midstream Holdings LLC
Tallgrass Energy GP, LP - $1.2 Billion Initial Public Offering
Conflicts Committee of Williams Partners, L.P. - Merger with Access Midstream Partners
Tallgrass Development, LP - Sale of Interests
Transocean Partners LLC - Initial Public Offering
Underwriters - Initial Public Offering of Höegh LNG Partners LP
Conflicts Committee of Kinder Morgan Energy Partners (KMP) and Special Committee of Kinder Morgan Management (KMR) - Acquisition by Kinder Morgan Inc.
Enable Midstream Partners, LP - Initial Public Offering
Midstream Energy Partnership - $5.6 Billion Merger
Underwriters - Initial Public Offering of Cypress Energy Partners, L.P.
SunTrust - $350 Million Public Offering of Senior Notes by TC PipeLines, LP
Valero Energy Partners LP - Initial Public Offering
WPX Energy, Inc. - Potential Securities Offering (MLP)
Crosstex energy, Inc. and Crosstex Energy, L.P. - Merger to Create EnLink Midstream Partners
Delek Logistics Partners, LP - Initial Public Offering
Hunt Oil Company - Sale of its Interest in Hunt's Eagle Ford Shale
Blueknight Energy Partners, L.P. - Property Tax
Encore Energy Partners L.P. - Initial Public Offering
EQT Corporation - Sale of Marcellus Gas Gathering System
News
Joshua Davidson Selected as an Ammys “Hall of Fame” Class of 2020 Inductee
Energy Industry Review and Trends 2018/2019
Brooks & Talbott – Two EnLink lawyers, one team, lots of growth
Dallas Business JournalDallas Business Journal
Corporate Trends to Watch in 2019
Baker Botts Adds Four Corporate Partners in New York and Washington
Thought Leadership
2021 Master Limited Partnership ("MLP") Update
Client UpdatesEnergy Update
SEC Issues Investment Adviser Risk Alert Regarding Common Ethics and MNPI Deficiencies
Client UpdatesCorporate Update
SEC Proposes New Rules Targeting SPAC Disclosures
Client UpdatesCorporate Update
High Yield Debt 2022
Client UpdatesCorporate Update
New SEC Staff Interpretation of Rule 15c2-11 raises issues for Rule 144A market
Client UpdatesCorporate Update
SEC Proposes Rules Mandating Disclosure of Material Cybersecurity Incidents
Client UpdatesSEC Proposes Significant Changes to the Rules Governing Beneficial Ownership Reporting (Schedules 13D and 13G)
Client UpdatesSEC Update
SEC Proposes Amendments to Share Repurchase Disclosure Requirements
Client UpdatesCorporate Update
SEC Proposes Significant Changes to 10b5-1 Trading Plans and Enhancements to Insider Equity Compensation Disclosure
Client UpdatesCorporate Update
SEC Staff Limits Companies' Ability to Exclude Shareholder Proposals from Company Proxy Statements and Reverses Prior Guidance
Client UpdatesCorporate Update
NYSE Further Amends Related Party Transaction Approval Rules
Client UpdatesCorporate Update
SPAC Update: Congress's Proposal to Eliminate Forward-Looking Statement Safe Harbor for SPACs
Client UpdatesCorporate Update
Treasury's "Greenbook" - Corporate Tax Perspective
Client UpdatesTax Update
FERC Sets New Adder for Oil and Liquids Pipeline Index Rates
Client UpdatesEnergy Update
The Made in America Tax Plan - Partnership Tax Perspective
Client UpdatesTax Update
Following Passage of "Rescue" Legislation, Focus Shifts to Energy Tax Provisions
Client UpdatesTax Update
Acting SEC Chair Issues Statement on Commission's Approach Toward Climate-Related Disclosure
Client UpdatesCorporate Update
Stimulus Package Provides Additional Relief to Businesses Including New Paycheck Protection Program (PPP); SBA Alters Original PPP Rules and Adds Rules For New PPP
Client UpdatesNYSE Proposes Permanent Relaxation of Shareholder Approval Rules
Client UpdatesCorporate Update
SEC Adopts Significant Amendments to Disclosure Requirements for MD&A and Other Financial Disclosures
Client UpdatesCorporate Update
PPP Loans in M&A Transactions: SBA Issues New Guidance Outlining the Required Procedures for a Change of Ownership of a PPP Borrower
Client UpdatesCorporate Update
SEC Proposes Conditional Exemption for Finders Assisting Small Businesses with Capital Raising
Client UpdatesCorporate Update
SEC Issues Guidance on SPAC Eligibility for Post-Combination Form S-3 Registration Statements
Client UpdatesCorporate Update
SEC Adopts Amendments to Modernize Shareholder Proposal Rule
Client UpdatesCorporate Update
SEC Provides Welcome Updates to Financial Statement Requirements for Acquisitions and Dispositions
Client UpdatesCorporate Update
SEC Extends Conditional Filing Relief to Companies Affected by Coronavirus; Provides COVID-19 Disclosure Guidance
Client UpdatesCorporate Update
SEC Amends Rules to Encourage Issuers to Conduct Registered Credit Enhanced Debt Offerings
Client UpdatesCorporate Update
SEC Provides Conditional Filing Relief to Companies Affected by Coronavirus
Client UpdatesCorporate Update
Midstream REITs as an MLP Alternative
Client UpdatesTax Update
Texas Bankruptcy Court Denies Rejection of Certain Production Dedication Midstream Agreements
Client UpdatesCorporate Update
Different Name, Same Result: Why Master Limited Partnerships are Unlikely to Finance Our Green Energy Future
External Article98 Texas L. Rev. 357
IRS Issues Proposed Regulations Regarding Withholding Requirements Upon Dispositions of Partnership Interests
Client UpdatesTax Update
Market Trends 2018/19: Oil and Gas Transactions
External ArticleLexisNexis
Additional SEC Guidance on Redacting Confidential Information in Exhibits
Client UpdatesCorporate Update
Life in the "FAST" Lane - SEC Adopts Amendments to Regulation S-K
Client UpdatesCorporate Update
Mike Rosenwasser on What Saved MLPs During 1980s Tax Reform, Career Advice for Young Attorneys, and the Business of Law
PodcastAlerian Presents: Energy Titans
SEC Approves Amendments to Nasdaq's 20% Rule for Shareholder Approval of Certain Private Offerings
Client UpdatesCorporate Update
The Once and Future MLP
Speeches & PresentationsPanel Presentation at the MLP & Energy Conference, Master Limited Partnership Association
IRS Provides Interim Guidance Regarding Withholding Obligations with Respect to Dispositions of Interests in Partnerships
Client UpdatesTax Update
Technical Corrections to Partnership Audit Rules
Client UpdatesTax Update
2017 Roundup - Consolidation Continues Apace
Client UpdatesEnergy Update
Events
Recent
Tax Webinar: Impact of Tax Reform on MLPs
Baker Botts Partners will discuss the principal impacts of the tax reform bill on MLPs and their investors.
Baker Botts Corporate Series: "Has the Nightmare Ended?" A Real Time Update on the State of the Energy Finance Market
With energy prices appearing to be lower for longer, Baker Botts and Jefferies will share insights from the finance and restructuring markets and highlight some of the latest developments and trends.
MLPA 2017 Annual Investor Conference
Baker Botts is a platinum sponsor of the MLPA 2017 Annual Investor Conference from May 31 - June 2, 2017.
Baker Botts Corporate Series: MLP M&A and Restructuring Trends
Please join Baker Botts partners Josh Davidson and Mike Bresson and Evercore Senior Managing Director Ray Strong as they discuss recent M&A and restructuring trends among master limited partnerships.
MLP Qualifying Income Regulations
On February 22nd, Baker Botts tax lawyers Michael Bresson, Stephen Marcus, Chuck Campbell and Jared Meier discussed new regulations and the implications for the MLP industry.
IRS Issues Proposed Regulations Regarding MLP Qualifying Income
Baker Botts tax lawyers discussed the Internal Revenue Service’s proposed regulations regarding income derived from natural resources.
MLPA 2016 Annual Investor Conference
Baker Botts is a platinum sponsor of the MLPA 2016 Annual Investor Conference in Orlando, Florida.
The MLP Dropdown Process After El Paso
Baker Botts partners Josh Davidson, David Sterling, and A.J. Ericksen, discussed the important process takeaways for MLP dropdowns following the April 2015 El Paso decision of the Delaware Court of Chancery.