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Ryan K. Carney
Ryan K. Carney
Partner — Tax
Partner — Tax

Ryan K. Carney

Ryan K. Carney
Houston

1001 Fannin Street
Suite 2500
Houston, TX 77002

start quote symbolI enjoy partnering with my clients to help them understand complex tax issues and solve tax problems in creative ways. The added bonus of my practice is that I get to work with great people both inside and outside the firm.end quote symbol
Ryan K. Carney

Ryan Carney is a leading tax lawyer who advises partnerships (public and private), MLPs, and corporations on mergers and acquisitions, joint ventures, divestitures, public offerings and other domestic and international transactions. Ranked in Chambers USA since 2011, Ryan is known for his practical approach and his ability to reduce the complexities of tax law into language any professional can understand.

Ryan is among the country’s best-known tax legal advisors to MLPs. In addition to representing numerous MLPs, he served as tax counsel to the Master Limited Partnership Association (MLPA) during its lobbying efforts with respect to tax reform that resulted in the Tax Cuts and Jobs Act of 2017.

Over the last decade, Ryan has represented issuers and underwriters in dozens of MLP initial public offerings and in more than 140 follow-on offerings, as well as multiple mergers, acquisitions and financing transactions.

Experience Highlights

  • Buckeye Partners, L.P., as special tax counsel, in its $10.3 billion sale to IFM Investors to take the company private 

  • Marathon Petroleum Corporation, the controlling owner of MLPX LP and Andeavor Logistics LP, as special tax counsel in MPLX LP’s $14 billion acquisition of Andeavor Logistics LP, creating a combined midstream and logistics MLP with an estimated $55 billion enterprise value

  • Devon Energy Corp. in the $3.125 billion sale of ownership interests in EnLink Midstream Partners and EnLink Midstream to Global Infrastructure Partners

  • Oasis Midstream Partners LP in its $147 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

  • 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

  • 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

  • Targa Resources Partners and Targa Resources Corp. in the $7.7 billion acquisition of Atlas Pipeline Partners and Atlas Energy

  • 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

  • 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

Credentials

  • 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
  • Chambers USA, Tax (Texas), 2011-2020
  • Legal 500 U.S., Tax Controversy, 2014 and 2015; International Tax, 2014 and 2020; Domestic Tax, 2015; U.S. Taxes: Non-Contentious, 2020
  • Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2009−2012, 2014−2019
  • The Best Lawyers in America© (BL Rankings, LLC), Tax Law, 2016−2020
  • Member: Tax Section, American Bar Association; Tax Section, Houston Bar Association; Houston Young Lawyers Association
  • Texas
  • “Market Update: Evolution of Midstream IPO Structures,” V&E Houston Office, September 12, 2018 (speaker)
  • “MLP Transitions: Understanding the Process and Critically Evaluating the Long-Term Costs and Expected Benefits of Simplifications, Roll-ups and Conversions,” April 19, 2018 (speaker)
  • “FERC Tax Orders Webcast & Teleconference, March 23, 2018 (speaker)
  • “An Update on Tax Reform and Its Implications in 2018,” Energy Series, V&E Houston Office, February 13, 2018 (speaker)
  • “New Proposed Regulations for BBA Partnership Audits Allow for Push Out Elections in Tiered Partnerships,” V&E Tax Update E-communication, December 19, 2017 (co-author)
  • “Energy Series CLE: MLP 101: Market Trends and Updates,” V&E Houston Office, October 17, 2017 (speaker)
  • “The New Era of Partnerships As Taxpayers,” American Investment Council, September 28, 2017, (co-author)
  • “4th Annual Capital Link Master Limited Partnership Investing Forum,” March 2, 2017 (speaker)
  • “New Disguised Sale Guidance Presents Major Change for Partnership Transactions,” V&E Tax Update E-communication, October 4, 2016 (co-author)
  • “Passthrough Corporations & Publicly Traded Partnerships (PTPs),” PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, Chicago, Illinois, November 3, 2016
  • “LinnCo and LINN to Permit Partners to Exchange Into Corporate Blocker,” V&E Capital Markets and Tax Update E-Communication, March 24, 2016 (co-author)
  • “Raising Capital in Challenging Environments,” Tax Executives Institute – Houston Chapter, Houston, Texas, February 19, 2016
  • “Qualifying Income,” Tax Executives Institute – Houston Chapter, Houston, Texas, February 19, 2016
  • “Thoughts for Officers and Directors of E&P Companies and MLPs in 2016,” V&E website, January 19, 2016 (co-author)
  • “Dramatic Changes to Partnership Audit Rules and Their Implications for Existing Partnerships,” V&E Tax Update E-communication, November 5, 2015 (co-author)
  • “Retail Preferred Offerings Expand Outside of the Traditional E&P MLP Space,” V&E MLP Update E-communication, October 12, 2015 (co-author)
  • “Proposed Regulations under Section 751,” Tax Executives Institute Houston Chapter 27th Annual Tax School, May 5, 2015
  • “MLP 201,” Energy Series, November 18, 2014 (presenter)
  • “Trends in Energy Transactions,” V&E Client Presentation, Houston, Texas, November 7, 2013