
Brian M. Russell

Trammell Crow Center
2001 Ross Avenue
Suite 3900
Dallas, Texas 75201

Brian’s practice focuses on the federal income tax aspects of domestic and cross-border transactions. He has represented many of the firm’s clients in a variety of tax matters, including partnership transactions, mergers, acquisitions and dispositions, private and public securities offerings, real estate investment trusts (REITs), master limited partnerships (MLPs), joint ventures, spin-offs, financings, restructuring transactions in and out of bankruptcy, and foreign investments in the United States, including under the Foreign Investment Real Property Tax Act (FIRPTA).
Experience Highlights
Switchback Energy Acquisition Corporation, a SPAC sponsored by an affiliate of NGP Energy Capital Management, in its $2.4 billion business combination with ChargePoint, a leading electric vehicle charging network
Tortoise Acquisition Corp., a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in the $1 billion business combination with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions
Double Eagle Energy Permian in its $2.8 billion sale of certain undeveloped acreage and producing oil and gas properties in the core of the Midland Basin to Parsley Energy
NorthStar Realty Finance in the approximately $16 billion combination with NorthStar Asset Management Group and Colony Capital in an all-stock merger of equals transaction to create a world-class, internally-managed, diversified real estate and investment management platform
Deep Gulf Energy Companies, a deepwater oil and gas exploration and development business operating in the Gulf of Mexico and a portfolio company of First Reserve, in its $1.225 billion sale to Kosmos Energy
RSP Permian in the $2.4 billion acquisition of Silver Hill Energy Partners and Silver Hill E&P II
Sunoco in the $3.3 billion sale of a majority of its convenience stores to 7-Eleven
Plains All American Pipeline in its $1.438 billion sale of a 30 percent interest, and sale of a 20 percent interest by Magellan Midstream, for a collective 50 percent interest, in BridgeTex Pipeline Company to OMERS
Liberty Oilfield Services in its acquisition of Schlumberger’s onshore hydraulic fracturing business
AltaGas in the $300 million sale of its non-core power assets in California to Middle River Power III
Pegasus Optimization Managers, an Apollo portfolio company, in its sale to Kodiak Gas Services, an EQT Infrastructure portfolio company
Direct Energy in its $300 million sale of Clockwork, a home services franchise platform, to Authority Brands
KLR Energy Acquisition Corp. in the $445 million combination with Tema Oil and Gas Company to form Rosehill Resources in a SPAC business combination
Omega Protein in its $500 million sale to Cooke, a global seafood company based in Canada
Caelus Alaska Exploration Company in the sale of 124 exploration leases (for a total of approximately 350,000 acres) onshore in the Eastern North Slope of Alaska to Eni Petroleum US
Oncor Electric Delivery Company in its approximately $400 million asset swap with Sharyland Utilities and Sharyland Distribution & Transmission Services
Rockpile Energy Holdings, a portfolio company of White Deer Energy, in the $284.5 million sale of RockPile Energy Services to Keane Group
Alon USA in the $464 million acquisition by Delek US Holdings of the outstanding shares of Alon common stock
Special tax counsel to Akita Drilling Ltd. in the $209 million acquisition of Xtreme Drilling Corp.
Devon Energy in the $770 million sale of its assets in the Barnett Shale to Banpu Kalnin Ventures (pending)
Osaka Gas in its $610 million acquisition of 100% of the outstanding shares of Sabine Oil & Gas Corporation, a subsidiary of Sabine Oil & Gas Holdings
Unit Corporation, a diversified, publicly-traded energy company engaged in oil and natural gas exploration and production, contract drilling, and midstream services, and its affiliates in connection with its prearranged chapter 11 bankruptcy cases involving the exchange of debt for debt, conversion of debt to equity, and preservation of net operating losses
Cloud Peak, a coal mine operator, in bankruptcy restructuring matters and the adoption of a NOL poison pill prior to the bankruptcy
Quintana Energy Services Inc. in its $96 million initial public offering of common stock
TPG RE Finance Trust, Inc. in its $233 million initial public offering of common stock
FMSA Holdings Inc. in its $400 million initial public offering of common stock by a selling stockholder
Cactus, Inc. in its $503 million initial public offering of common stock
Black Stone Minerals, L.P. in its $428 million initial public offering of common units
Credentials
- Southern Methodist University Dedman School of Law, J.D. magna cum laude, 2012 (Order of the Coif; Phi Delta Phi; SMU International Law Review)
- Georgetown University Law Center, LL.M., Taxation with distinction, 2014 (Thomas Bradbury Chetwood, S.J. Prize for ranking first in the Tax LL.M. program; Graduate Tax Scholar)
- University of Oklahoma, B.B.A., Accounting, 2009
- D Magazine, “Best Lawyers Under 40,” 2020 and 2021
- The Best Lawyers in America© (BL Rankings, LLC), “Ones to Watch,” Tax Law (Dallas), 2021 and 2022
- Member: American Bar Association, Dallas Bar Association, Dallas Association of Young Lawyers
- Texas
- Deals & CasesJune 17, 2022
- Deals & CasesJune 9, 2022
- Deals & CasesMay 20, 2022
- Deals & CasesMay 17, 2022
- Deals & CasesMay 10, 2022
- Rankings & AwardsMarch 18, 2022
- Deals & CasesJanuary 18, 2022
- Deals & CasesOctober 27, 2021
- Deals & CasesOctober 25, 2021
- Deals & CasesOctober 22, 2021
- Deals & CasesOctober 21, 2021
- Deals & CasesSeptember 29, 2021
- Deals & CasesJuly 28, 2021
- Deals & CasesJune 7, 2021
- Deals & CasesMay 13, 2021
- Deals & CasesMay 12, 2021
- Deals & CasesMay 10, 2021
- Deals & CasesApril 13, 2021
- Deals & CasesApril 1, 2021
- Deals & CasesMarch 4, 2021
- Deals & CasesFebruary 9, 2021
- Deals & CasesFebruary 8, 2021
- Deals & CasesNovember 9, 2020
- Deals & CasesOctober 16, 2020
- InsightOctober 7, 2020
V&E SPAC Update
- Deals & CasesSeptember 28, 2020
- Deals & CasesSeptember 24, 2020
- Deals & CasesSeptember 15, 2020
- Deals & CasesSeptember 3, 2020
- Deals & CasesSeptember 1, 2020
- Rankings & AwardsAugust 20, 2020
- Deals & CasesJune 24, 2020
- Deals & CasesJune 19, 2020
- Deals & CasesFebruary 4, 2020
- Rankings & AwardsJanuary 21, 2020
- “Tax Considerations on the Acquisition and Disposition of Midstream and Upstream Assets: Avoid the Big Traps,” American Institute of Certified Public Accountants AICPA Oil & Gas Conference, November 11, 2019 (panelist)
- “The New Era of Partnerships As Taxpayers,” American Investment Council, September 28, 2017, (co-author)
- “7-Eleven Asset Acquisition,” Corporate Counsel Magazine, July 2017 (co-author)