
Lina G. Dimachkieh






Lina Dimachkieh is an accomplished tax attorney who focuses on the federal income tax implications of domestic and cross-border transactions.
Selected by Super Lawyers as a Texas Rising Star, Lina advises public and private companies and private equity funds and their portfolio companies on a wide range of transactions, including mergers and acquisitions, joint ventures, IPOs and other capital markets transactions, reorganizations, and spin-offs, and in negotiating partnership agreements. Lina also counsels public companies on day-to-day tax issues.
She has particular experience advising on the implementation of Up-C structures and representing Up-C companies in M&A transactions and other matters.
In addition to her legal work, Lina serves as co-head of the Women’s Initiative in V&E’s Houston office and as a Houston office lead for V&E’s Diversity Council. In both roles, she works to support a diverse workplace where all lawyers are supported and are given opportunities to advance their careers.
Experience Highlights
A national bank (in its role as the agent for a $550 million secured lending facility to an upstream producer) in connection with the producer’s Chapter 11 bankruptcy restructuring and emergence in an Up-C structure
WildHorse Resource Development in its $4 billion sale to Chesapeake Energy
TPG Pace Energy Holdings, a special purpose acquisition company (SPAC) and affiliate of TPG, in its $2.66 billion acquisition of oil and gas assets from EnerVest using an acquisitive Up-C structure
Focus Financial Partners Inc. in its $615 million initial public offering of common stock utilizing an Up-C structure
TPG Capital in the $2 billion sale of its portfolio company, Nexeo Solutions, a global chemicals and plastics distributor, to Univar
Fifth Creek Energy Company in its $649 million combination with Bill Barrett Corporation, creating an E&P company focused on oil-weighted rural areas in the Denver-Julesburg Basin
Focus Financial Partners Inc. in its $235 million acquisition of Loring Ward Group Inc. and related restructuring
Roan Resources in a reorganization agreement with Linn Energy to form Roan Resources, a new publicly traded pureplay company
C&J Energy Services in its $265 million acquisition of O-Tex Holdings, a White Deer Energy portfolio company and provider of oilfield cementing services
Rice Energy in its $6.7 billion unwinding of its Up-C structure and associated merger with EQT Corporation
Select Energy Services, an affiliate of Crestview Partners, in its $1.3 billion merger with Rockwater Energy Solutions
Focus Financial Partners, an international partnership of wealth management firms, in an investment by Stone Point Capital and KKR that valued Focus at approximately $2 billion
Nexeo Solutions, a chemical and plastics distribution company, in its $1.575 billion sale to WL Ross Holding Corp.
Antero Midstream Partners LP in its formation of a joint venture to develop processing and fractionation assets in Appalachia with MarkWest Energy Partners L.P., a wholly owned subsidiary of MPLX
Vantage Energy in its $2.7 billion sale to Rice Energy via an acquisitive Up-C structure
Patterson-UTI Energy in its $1.76 billion merger with Seventy Seven Energy
KLR Energy Acquisition Corp. in the $445 million combination with Tema Oil and Gas Company to form Rosehill Resources in a SPAC business combination
Huntsman Corporation in its $1.1 billion acquisition of the performance additives and titanium dioxide businesses of Rockwood Holdings
A large publicly traded company in the spin-off of one of its business segments
CVR Partners in the $533 million acquisition of Rentech Nitrogen Partners, creating a leading North American nitrogen fertilizer producer
The Conflicts Committee of the Board of Directors of El Paso Pipeline Partners in the $76 billion acquisition by Kinder Morgan Inc. of El Paso Pipeline Partners, Kinder Morgan Pipeline Partners and Kinder Morgan Management
SCF Partners in its investment in Professional Directional Enterprises
Crestview Partners as lead investors in the $588 million merger of Matlin & Partners Acquisition Corporation and U.S. Well Services, combining into a publicly listed hydraulic fracturing company
Riverstone Holdings in the $9.5 billion formation of Talen Energy Corporation, one of the largest independent power producers in the U.S., through a Reverse Morris Trust spin-off of PPL Corporation’s merchant power generation business and the concurrent combination thereof with Riverstone’s merchant power generation business and associated debt financings
SCF Partners in its investment in Hi-Tech Industrial Services, provider of integrated specialty services to the downstream energy, infrastructure and industrial markets
SCF Partners in its acquisition of BCCK Holding Company, an international natural gas engineering company specializing in nitrogen rejection
SCF Partners in the combination of portfolio companies to form Nine Energy Services, a provider of completion tools and services to support the development of unconventional and conventional oil and gas resources
Riverstone Holdings in its $5.2 billion take-private of Talen Energy Corporation, one of the largest independent power producers in the U.S. with a portfolio of power plants totaling approximately 16,000 MW, and associated debt financings
Riverstone Holdings in the acquisition by SunEdison of a 50% ownership stake in Silver Ridge Power, a Riverstone Holdings portfolio company and owner of solar power plant operating projects and a developing solar power facility
Focus Financial Partners Inc. in its $615 million initial public offering of common stock utilizing an Up-C structure
Liberty Oilfield Services, Inc. in its $249 million initial public offering of common stock
Cactus, Inc. in its $503 million initial public offering of common stock utilizing an Up-C structure
Antero Midstream Partners LP in its $1.15 billion initial public offering of common units
Solaris Oilfield Infrastructure, Inc. in its $121 million initial public offering of common stock utilizing an Up-C structure
WildHorse Resource Development Corporation in its $447 million initial public offering of common stock
Ramaco Resources, Inc. in its $81 million initial public offering of common stock
Underwriters to Antero Midstream GP LP in its $875 million initial public offering of common units by a selling securityholder
Parsley Energy, Inc. in its $1.1 billion initial public offering of common stock utilizing an Up-C structure
Plains GP Holdings, L.P. in its $2.9 billion initial public offering of common units; transaction was the largest U.S. IPO in 2013 and represented the first use of an Up-C structure in the MLP space
Credentials
- Harvard Law School, J.D. magna cum laude, 2009 (Board of Student Advisors; Harvard International Law Journal)
- University of Texas at Austin, M.P.A. and B.B.A., Accounting and Business Honors Program with highest honors, 2006 (Phi Kappa Phi; Beta Gamma Sigma)
- Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2019
- Member: Tax Section, American Bar Association; Tax Section, Houston Bar Association; International Fiscal Association
- Texas
- U.S. Tax Court
- U.S. Court of Appeals for the Fifth Circuit
- Energy EvolutionJanuary 13, 2021
- Deals & CasesJanuary 8, 2021
- Deals & CasesJanuary 7, 2021
- Deals & CasesJanuary 4, 2021
- Energy EvolutionDecember 10, 2020
- Deals & CasesNovember 19, 2020
- Deals & CasesOctober 20, 2020
- Special Purpose Acquisition CompaniesOctober 7, 2020
V&E SPAC Update
- Deals & CasesOctober 2, 2020
- Deals & CasesSeptember 1, 2020
- Deals & CasesAugust 21, 2020
- Deals & CasesAugust 11, 2020
- Deals & CasesJuly 20, 2020
- Deals & CasesJune 29, 2020
- Deals & CasesJune 15, 2020
- Event RecapJune 4, 2020
- Deals & CasesApril 1, 2020
- Deals & CasesFebruary 11, 2020
- Special Purpose Acquisition CompaniesJanuary 1, 2020
- Deals & CasesNovember 12, 2019
- Deals & CasesOctober 9, 2019
- Deals & CasesOctober 1, 2019
- Deals & CasesMay 31, 2019
- Deals & CasesMarch 21, 2019
- Deals & CasesMarch 4, 2019
- Rankings & AwardsMarch 4, 2019
- Deals & CasesJanuary 10, 2019
- Deals & CasesOctober 30, 2018
- Deals & CasesOctober 29, 2018
- Deals & CasesOctober 9, 2018
- Deals & CasesSeptember 24, 2018
- V&E+September 19, 2018
- Deals & CasesSeptember 18, 2018
- Deals & CasesJuly 30, 2018
- V&E+July 26, 2018
- Deals & CasesJuly 16, 2018
- Deals & CasesFebruary 21, 2018
- Deals & CasesJanuary 12, 2018
- Deals & CasesApril 18, 2017
- “2018 Kayo Women’s Energy & Resources Summit,” June 13, 2018 (speaker)
- “M&A Transaction Structures: Corporate, Reporting, and Tax Considerations,” V&E Houston Office, June 14, 2017 (speaker)
- “Upstream M&A Transactions: Tax Traps and Planning Opportunities,” Tax Executives Institute – Houston Chapter, Houston, Texas, May 4, 2017 (co-speaker)
- “Negotiating Tax Provisions in M&A Agreements,” Tax Executives Institute – Houston Chapter, Houston, Texas, February 18, 2016
- “Recent Trends and Traps in M&A Transactions,” 26th Annual TEI Houston Chapter Tax School, February 2014 (co-speaker)