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Todd Way
Todd Way
Partner — Tax
Partner — Tax

Todd Way

Todd Way

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


1001 Fannin Street
Suite 2500
Houston, TX 77002

Todd Way

Todd advises clients on the tax aspects of complex domestic and cross-border transactions, including mergers and acquisitions, partnership and other joint venture arrangements, capital markets and private financing transactions, spin-offs, and bankruptcy and insolvency restructurings. He has extensive experience in planning and structuring transactions involving natural resources (including joint ventures to exploit wet and dry shale plays), alternative energy, technology, and health care. In addition, Todd has represented numerous private equity funds, master limited partnerships (MLPs), real estate investment trusts (REITs), and other pooled investment vehicles in connection with capital formations, acquisitions, and divestitures.

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

  • The Carlyle Group in the $300 million definitive drilling agreement to fund the development of Diamondback Energy’s oil and gas assets in Pecos County, Texas 

  • 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

  • Flywheel Energy Operating, a portfolio company of funds managed by Kayne Anderson Capital Advisors, in its $1.86 billion acquisition of all Fayetteville Shale and ARKOMA upstream and midstream assets of Southwestern Energy Company via the acquisition of 100% of the issued and outstanding securities in SWN Production (Arkansas), LLC and DeSoto Gathering Company, LLC

  • EnCap Investments in its $394 million line of equity commitment to XCL Resources Holdings, a newly-formed Houston, Texas-based E&P company focused on the acquisition and development of oil and gas properties in the United States

  • Continental Resources in its $220 million sale of mineral rights in the SCOOP and STACK oil and gas plays and formation of a joint venture with Franco-Nevada Corporation

  • Concho Resources in its $1.625 billion acquisition of oil and gas assets from Reliance Energy

  • TPG Capital in its $1.8 billion acquisition of natural gas properties in Wyoming’s Jonah field from Encana Corporation

  • Trafigura AG in the sale of a majority stake in its Corpus Christi Terminal and associated Eagle Ford assets in South Texas, and related joint ownership arrangements 

  • Apollo Global Management in a $500 million equity commitment to CSV Midstream Solutions, which pursues the construction and operation of midstream facilities in the Western Canadian Sedimentary Basin

  • Mitsui & Co., Ltd. in its agreement with DuPont to purchase DuPont’s global Kocide and ManKocide copper fungicide assets

  • CONSOL Energy, Inc. in Marcellus shale and Utica shale joint venture transactions with Noble Energy, Inc. valued at approximately $4 billion

  • SandRidge Energy in $1.12 billion sale of its Gulf of Mexico offshore and Gulf Coast assets to Fieldwood Energy, LLC

  • Austin Ventures in its acquisition of SAM, Inc., a surveying, mapping and engineering company 

  • Century Payments in the sale of the company, an electronic payment processing company, to a wholly owned subsidiary of WorldPay US

  • Iracore International in the sale of the company, a Lime Rock Partners portfolio company and developer, manufacturer, and applicator of elastomeric products for pipelines and other equipment used in demanding industrial applications

  • Pioneer Natural Resources in the $300 million sale of Pioneer Natural Resources Alaska, Inc., its wholly owned subsidiary, to Caelus Energy

  • Welsh Carson in the $790 million sale of Concentra to Humana 

  • BG North America in the $450 million sale of its entire U.S. power generation portfolio to Energy Capital Partners

  • United Engines Holding, a manufacturer and service provider operating within the oil, gas, and power industries, in its $270 million sale to Kirby Corporation

  • Parallel Resource Partners in its $700 million debut private equity fund, focusing on control investments in distress-driven opportunities in the North American upstream oil and gas sector

  • Lime Rock Partners in the $118.5 million line of equity commitment to Battlecat Oil & Gas, an exploration and production company focused on South Texas

  • The CEO of Endeavor Energy Holdings in the $100 million formation of the company, focused on thermal and hydroelectric power projects in Africa, and a line of equity commitment by Denham Capital

  • Lime Rock Partners in its $100 million line of equity commitment to Endurance Resources Holdings, an exploration and production company focused on the Bone Spring oil play in New Mexico

  • Lime Rock Partners in the formation of Shelf Drilling International Holdings Ltd., a joint venture with Castle Harlan and CHAMP, which acquired 38 shallow water drilling rigs from Transocean for $1.05 billion

  • Pharos Capital Group in its acquisition of Employee Benefit Solutions, a provider of employee benefit and wellness products for employers

  • Devon Energy in its $2.5 billion joint venture with Sinopec for five shale plays (Tuscaloosa Marine Shale, Niobrara, Mississippian, Ohio Utica Shale, and Michigan Basin)

  • KNOC in its $1.55 billion joint venture to buy a stake in the liquids-rich Eagle Ford shale in Texas from Anadarko Petroleum, including subsequent sale of minority interest by KNOC to VOGO

  • SandRidge Energy in its $500 million disposition of a minority interest in, and its joint venture with Atinum Partners to develop, Mississippian Lime oil and gas properties

  • SandRidge Energy in its $1 billion sale and development joint venture with Repsol in the Mississippian Lime

  • Devon Energy in the sale of a 30% stake in 650,000 shale acres in the Permian Basin (Cline Shale and Midland-Wolfcamp Shale) to Japan’s Sumitomo for $1.45 billion

  • Concho Resources in its $1.65 billion acquisition of the oil and gas assets of Marbob Energy Corporation and affiliated entities

  • Oil States International in the $2.6 billion spin-off of its accommodations business into Civeo Corporation

  • Forest Oil in the spin-off of Lone Pine Resources Inc.

  • MoneyGram International in its $2 billion leveraged recapitalization


  • The University of Texas School of Law, J.D. with honors, 2003 (Order of the Coif; Texas Law Review)
  • The University of Texas, B.B.A., Accounting with high honors, 1999
  • The University of Texas, B.A., Economics with high honors, 1999 (Phi Beta Kappa)
  • Legal 500 U.S., U.S. Taxes: Non-Contentious, 2019 and 2020
  • The Best Lawyers in America© (BL Rankings, LLC), 2021
  • Member: Tax Section, American Bar Association; Tax Section, State Bar of Texas; Tax Section, Dallas Bar Association
  • Texas
  • “Structuring JV Arrangements (Tax),” North American Petroleum Accounting Conference, May 17, 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)
  • “Hot Topics in Oil and Gas Tax,” 14th Biennial Parker C. Fielder Oil and Gas Tax Conference, November 17, 2017 (moderator)
  • “Implications of the Tax Reform Bill for Energy Companies,” Tax Reform Webcast & Teleconference, November 6, 2017 (speaker)
  • “The New Era of Partnerships As Taxpayers,” American Investment Council, September 28, 2017, (co-author)
  • “Taxation of Upstream and Downstream Partnerships,” Tax Executives Institute – Houston Chapter, Houston, Texas, February 17, 2016
  • “13th Biennial Parker C. Fielder Oil and Gas Tax Conference,” Houston, Texas, November 19,  2015 (speaker)
  • “Dramatic Changes to Partnership Audit Rules and Their Implications for Existing Partnerships,” V&E Tax Update E-communication, November 5, 2015 (co-author)
  • Presented on Recent Trends and Traps in M&A Transactions at the Tax Executive Institute’s Houston Chapter Tax School, February 7, 2014
  • Presented on the tax considerations involved in buying and selling subsidiaries out of consolidated groups at the Tax Executive Institute’s Houston Chapter Tax School, March 2, 2011
  • “Introduction to Energy Finance,” V&E and Tudor, Pickering, Holt & Co. Presentation, Midland, Texas, May 6, 2013