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Transactional Tax

Skilled in analyzing the tax consequences associated with structuring business transactions, Vinson & Elkins’ Transactional Tax lawyers provide strategic counseling and tax-planning advice that result in advantageous tax treatment for our clients, while protecting their financial interests. V&E lawyers are recognized as leaders in providing comprehensive tax counsel, representing domestic and foreign clients, both public and privately held, and we also have extensive experience working with master limited partnerships (MLPs). Our clients are engaged in many different industries, including energy, technology, health care, private equity, financial services, medical devices, aerospace, chemicals, insurance, entertainment, and retail, and include corporations, partnerships, individuals, trusts and estates, and governmental and quasi-governmental entities.

V&E’s Transactional Tax practice is accomplished at formulating and implementing innovative tax strategies across a broad spectrum of transactions, including:

  • Acquisitions and dispositions of businesses and assets
  • Corporate finance (equity and debt)
  • Spin-offs
  • Cross-border acquisitions and divestitures
  • Partnerships and joint ventures
  • Working interests, royalties, production payments, and other mineral interests
  • Private equity fund formation and investment
  • Project financings
  • IPOs, equity offerings, and private placements of securities
  • Securitizations and other indirect financings

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

  • NorthStar Realty Europe Corp. as special tax counsel in its merger with Core Paneuro 2019 13 Sarl

  • Tax counsel to Holly Energy Partners, L.P. (HEP) in connection with a $1.25 billion recapitalization that eliminated HEP’s incentive distribution rights and general partner economic interest in exchange for HEP common units 

  • RSP Permian in its $9.5 billion sale to Concho Resources, creating the largest unconventional shale producer in the Permian Basin

  • TPG Pace Energy Holdings, a Special Purpose Acquisition Company and affiliate of TPG, in the $2.66 billion acquisition of oil and gas assets from EnerVest

  • International Paper Co. in the transfer of its $1.8 billion North American consumer packaging business to a joint venture with Graphic Packaging Corp. 

  • Rice Energy in its $6.7 billion unwinding of its Up-C structure and associated merger with EQT Corporation

  • Blackstone in the $2 billion acquisition of Eagle Claw Midstream Ventures from EnCap Flatrock Midstream

  • Sunoco in the $3.3 billion sale of a majority of its convenience stores to 7-Eleven

  • 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

  • Brigham Resources in the $2.55 billion cash and stock sale of all of its leasehold interests and related assets to Diamondback Energy

  • Sunoco Logistics Partners LP in its $20 billion merger with Energy Transfer Partners in a unit-for-unit transaction

  • NorthStar Realty Finance in its approximately $16 billion combination with NorthStar Asset Management Group and Colony Capital in an all-stock merger of equals 

  • 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

  • Memorial Resource Development in its $4.4 billion merger with Range Resources 

  • Nexeo Solutions, a chemicals and plastics distributor and TPG Capital portfolio company, in its $1.575 billion merger with WL Ross Holdings Corp. in a SPAC business combination

  • Western Refining in the $2.4 billion take private of Northern Tier Energy, an independent downstream energy company with refining, retail and logistics operations

  • Targa Resources Corp. in its $6.7 billion acquisition of Targa Resources Partners in an all stock-for-unit transaction

  • Energy Transfer Partners in its $2 billion acquisition of a 50% interest in the Florida Gas Transmission pipeline system from Energy Transfer Equity

  • Liberty Oilfield Services, Inc. in its $249 million initial public offering of common stock 

  • Anadarko Petroleum Corporation in its issuance of $460 million of Tangible Equity Units 

  • BP Midstream Partners LP in its $765 million initial public offering of common units 

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