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Brian M. Russell
Brian M. Russell
Senior Associate — Tax
Senior Associate — Tax

Brian M. Russell

Brian M. Russell
Dallas

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

Brian M. Russell

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

  • Tortoise Acquisition Corp., a special purpose acquisition company with a strategic focus on the energy sector and decarbonizing commercial transportation in North America, in the merger with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions (pending)

  • 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

  • Devon Energy in the $770 million sale of its assets in the Barnett Shale to Banpu Kalnin Ventures (pending)

  • Osaka Gas USA Co. in its $610 million acquisition of 100% of the outstanding shares of Sabine Oil & Gas Corporation, a subsidiary of Sabine Oil & Gas Holdings

  • AltaGas in the $300 million sale of its non-core power assets in California to Middle River Power III

  • Pegasus Optimization Managers in its sale to Kodiak Gas Services

  • 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. 

  • 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
  • The Best Lawyers in America© (BL Rankings, LLC), “Ones to Watch,” 2021
  • Member: American Bar Association, Dallas Bar Association, Dallas Association of Young Lawyers
  • Texas
  • “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)