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Master Limited Partnerships (MLPs)
Master Limited Partnerships (MLPs)
Related Areas of Experience | MLP Industry Leadership | MLP Capital Markets Lawyers | MLP Tax Lawyers |
MLP IPOs Handled by V&E Lawyers MLP Industry Expertise
Vinson & Elkins is the recognized leading law firm advising on transactions involving publicly traded partnerships and publicly traded limited liability companies, also known as master limited partnerships (MLPs). Beginning with the first MLP created through an underwritten initial public offering (IPO), Transco Exploration Partners, Ltd., in 1983, and continuing through today, the Tax and Securities lawyers at V&E have represented either the issuer or the underwriter in nearly 90 percent of all MLP IPOs completed after the tax legislation enacted in 1987, imposing the qualifying income requirement for MLPs treated as partnerships for tax purposes. View the full list of MLP IPOs handled by V&E lawyers.
Today, Vinson & Elkins represents more MLP issuers than any other law firm. Because of the breadth and depth of our firm’s experience in structuring MLPs and addressing the complex tax, business, and securities issues associated with the formation and governance of MLPs, our lawyers are often also involved with structuring and implementing MLP acquisitions, combinations, restructurings, recapitalizations, and alternative investment securities, as well as credit facilities, employee benefits and executive compensation, FERC, environmental, and litigation matters.
V&E’s lawyers have experience with MLPs in virtually all industries in which MLPs are active today, including midstream (gathering and regulated long-haul pipelines), upstream (oil and gas exploration and development), shipping (blue-water and inland barging), coal (royalty holdings and mining operations), propane and heating oil (transportation and distribution), downstream (refining), cemetery, timber, and fertilizer industries.
Related Areas of Experience
In representing MLPs and MLP underwriters and investors, Vinson & Elkins lawyers have developed substantial expertise in the following areas, among others: - SEC disclosure issues and NYSE and NASDAQ rules applicable to MLPs
- All stages and forms of pre-MLP investments, including private equity investments in MLP-qualifying income-generating assets, and pre-IPO planning by diversified energy businesses
- Structuring, negotiating, documenting, and implementing alternative investment structures for MLP-related transactions
- MLP mergers, general partner acquisitions by financial and strategic buyers, asset dropdowns by sponsors, joint ventures with financial and strategic partners, and strategic buyouts
- Restructuring transactions, including recapitalization transactions, incentive-distribution conversions and buy downs, going-private transactions, and alternative classes of equity to support capital expenditures
- MLP and MLP-sponsored tax issues such as qualifying income, tax shield, remedial allocations, state tax, constructive termination, gain on formation, including disguised sale issues and depreciation recapture
- Shipping companies structured to perform like MLPs, but taxed as corporations
- Governance, fiduciary duty, and conflict of interest issues, including board, conflicts committee, and investment-bank representation
- Interpretation of, compliance with, and amendments to MLP partnership agreements, including, when necessary, seeking unitholder approvals
- Litigation and settlement of unitholder suits
- Resolution of disputes and disclosure of accounting issues common to MLPs
- Underwriter representation, including FINRA matters and investor eligibility requirements
- Employee benefit plan structuring and executive compensation for employees of MLPs and MLP general partners and related disclosure issues
- FERC matters, including issues particular to MLPs and their income tax allowance and other proceedings before FERC regarding regulated and negotiated rates
- Regulatory issues particular to pass-through entities such as MLPs, including FERC rate-making matters and Jones Act ownership restrictions
- MLP provisions in investment-grade and high-yield bond issuances and related covenant issues
- Representation of issuers and lenders in term, revolving, working capital, and inventory credit facilities
MLP Industry Leadership
Because of our law firm’s representation of numerous MLPs, Vinson & Elkins believes it is in our collective best interest to work closely and maintain relationships with the regulatory, administrative, and legislative authorities relevant to MLPs, including the SEC, NYSE, and NASDAQ in connection with their rulemaking processes. We often work with the SEC on enforcement and review matters and the U.S. Treasury Department, Internal Revenue Service, and legislative bodies with respect to tax and legislative initiatives. These relationships and our continuing efforts keep our law firm on the forefront of these and other matters affecting MLPs.
Vinson & Elkins is also an active participant in the National Association of Publicly Traded Partnerships (NAPTP), and a V&E partner has acted as a director of the association for a number of years. We frequently find that by organizing and working closely with the NAPTP and its members, we can most effectively address the concerns of our clients and the MLP community more broadly.
Prior results do not guarantee a similar outcome.
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