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Ryan K. Carney

Ryan K. Carney Partner, Tax

Ryan’s practice focuses on the tax aspects of domestic and international business transactions, primarily within the energy sector. He has extensive experience with the taxation of publicly traded partnerships, master limited partnerships (MLPs), private equity transactions and structures, mergers and acquisitions, reorganizations, and capital markets transactions.

Over the last ten years, Ryan has represented issuers and underwriters in more than 45 MLP initial public offerings and more than 140 follow-on offerings, as well as multiple mergers, acquisitions, and financing transactions. He has particular experience in advising MLPs and prospective MLPs in connection with qualifying income matters and seeking private letter rulings and other guidance from the Internal Revenue Service.

Experience Highlights

  • Oasis Midstream Partners LP in its $128 million initial public offering of common units
  • Rice Energy in its $6.7 billion unwinding of its Up-C structure and associated merger with EQT Corporation
  • Special Tax Counsel to Hess Midstream Partners LP in its $391 million initial public offering 
  • Enviva Partners, LP in its $230 million initial public offering of common units
  • Quintana Energy Partners in its acquisition of Cimarron Acid and Frac, a portfolio company of Annapurna Capital Management
  • Underwriters to Shell Midstream Partners, L.P. in its $1.1 billion initial public offering of common units
  • Columbia Pipeline Partners LP in its $1.2 billion initial public offering of common units
  • Westlake Chemical Partners LP in its $311 million initial public offering of common units
  • Targa Resources Partners and Targa Resources Corp. in the $7.7 billion acquisition of Atlas Pipeline Partners and Atlas Energy
  • Devon Energy Corporation in the $8.84 billion contribution of substantially all of its U.S. midstream business to Crosstex Energy and Crosstex Energy to form a consolidated midstream business controlled by Devon
  • Oiltanking Holdings Americas in the $4.41 billion acquisition by Enterprise Products Partners of the general partner of Oiltanking Partners, and all of the common and subordinated units of Oiltanking Partners held by Oiltanking Holding Americas and a wholly owned subsidiary

Master Limited Partnerships

  • Underwriters to PennTex Midstream Partners, LP in its $238 million initial public offering of common units
  • Underwriters to EQT GP Holdings, LP in its $714 million initial public offering of common units by a selling securityholder
  • Underwriters to Tallgrass Energy GP, LP in its $1.4 billion initial public offering of common units
  • Antero Midstream Partners LP in its $1.15 billion initial public offering of common units
  • Underwriters to USD Partners LP in its $155 million initial public offering of common units
  • Dominion Midstream Partners, LP in its $423 million initial public offering of common units
  • Viper Energy Partners LP in its $150 million initial public offering of common units
  • ARC Logistics Partners LP in its $129 million initial public offering of common units
  • Sprague Resources LP in its $153 million initial public offering of common units

Mergers & Acquisitions

  • Board of Directors of Alliance Holdings GP, L.P. in the $1.1 billion simplification transaction between Alliance Holdings GP, L.P. and Alliance Resource Partners, L.P.  
  • SemGroup Corporation in its $2.1 billion acquisition of Houston Fuel Oil Terminal Company, one of the largest oil terminals in the U.S., from Alinda Capital Partners
  • MarkWest Energy Partners in connection with its agreement with MPLX, the master limited partnership sponsored by Marathon Petroleum Corporation, whereby MPLX would acquire MarkWest Energy Partners, creating an MLP with a $21 billion market value
  • Hiland Partners in the $3 billion sale of the company to Kinder Morgan
  • Eagle Rock Energy Partners in the $1.325 billion contribution of its midstream business to Regency Energy Partners
  • Spectra Energy Corp. in its $11+ billion agreement with Spectra Energy Partners to drop down Spectra Energy’s remaining U.S. transmission, storage, and liquids assets to Spectra Energy Partners
  • Inergy, L.P. and Inergy Midstream, L.P. in an $8 billion multistep combination transaction with Crestwood Midstream Partners LP and Crestwood Holdings LLC
  • Inergy in the $1.8 billion sale of its retail propane business to Suburban Propane Partners
  • MarkWest Energy Partners in its $950 million joint venture with The Energy & Minerals Group for the construction and operation of midstream infrastructure in the Utica Shale, and subsequent increase of EMG’s funding commitment to the joint venture
  • Azure Midstream Energy in the $162.5 million contribution of its Legacy gathering system to Marlin Midstream Partners as well as its acquisition of the general partner of and 90% of the incentive distribution rights in Marlin Midstream Partners
  • Energy Transfer Equity in the $900 million acquisition of the general partner of Regency Energy Partners and the sale of its interests in the Midcontinent Express Pipeline to Regency Energy Partners


Contact Details

Houston

T +1.713.758.4720
M +1.713.859.5565
F +1.713.615.5720
rcarney@velaw.com
1001 Fannin Street
Suite 2500
Houston, TX 77002
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Ryan's Practices

  • Southern Methodist University School of Law, J.D. magna cum laude, 2005 (Order of the Coif; Phi Delta Phi Legal Fraternity; Associate Managing Editor, SMU Law Review)
  • Texas A&M University, B.B.A., 2001
  • Admitted to practice: Texas
  • Chambers USA, Tax (Texas), 2011−2018
  • Legal 500 U.S., Tax Controversy, 2014 and 2015; International Tax, 2014; Domestic Tax, 2015
  • Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2009−2012, 2014−2018
  • The Best Lawyers in America© (Woodward/White, Inc.), Tax Law, 2016−2017
    • Member: Tax Section, American Bar Association; Tax Section, Houston Bar Association; Houston Young Lawyers Association