![“This [23-strong] tax team is distinguished by its expertise in MLP and M&A transactions related to the energy industry.” Chambers and Partners 2011](assets/images/9145.jpeg)
Master Limited Partnerships (MLPs)
We Are MLP Pioneers and Market Leaders
A master limited partnership (MLP), also known as a publicly traded partnership, is a limited partnership or limited liability company that is publicly traded on a U.S. stock exchange and that earns over 90% of its income from certain qualifying sources. The vast majority of MLPs are involved in energy-related businesses.
Andrews Kurth was involved in the creation of the first MLPs in the early 1980s and served as issuer’s counsel on the first “drop down” MLP in 1983. Since the 1980s, we have been a market leader in MLP transactions due to our deep experience in addressing the complex partnership, securities, tax and business issues associated with creating, governing and growing an MLP. To date, we have:
- Participated as issuer, underwriters or investor counsel in over 80% of all MLP securities offerings, including initial public offerings (IPOs), and royalty trusts
- Participated in transactions involving over 80% of the Alerian MLP 50 Index
- Participated in transactions involving over 65% of the natural resource-related MLPs and their general partners currently trading on U.S. stock exchanges
Since 2000, we have:
- Participated as issuer or underwriters counsel in more than 35 IPOs of MLPs and their general partners, including the largest private-equity backed IPO and second largest energy industry IPO in U.S. history
- Participated as issuer, underwriters or investor counsel in more than 150 follow-on equity offerings of MLPs and their general partners, including private placements and registered offerings
- Participated as acquirer, target or special committee counsel in 85% of the MLP to MLP mergers
- Participated as issuer or underwriters counsel in more than 90 debt offerings of MLPs, their subsidiaries and their general partners, including private placements and registered offerings
We Represent Clients in All Relevant Industries
Our clients include MLPs, underwriters, placement/sales agents, sponsors, conflicts and special committees, financial advisors, investment banks and private equity funds and other institutional investors that acquire MLP securities from MLP issuers and selling unitholders or that purchase assets from, or enter into joint ventures with, MLPs.
We have been instrumental in the design of the variable distribution MLP, which was used in three recently completed MLP IPOs.
Due to our decades of involvement with MLPs, our lawyers have experience with MLPs in the midstream, downstream, upstream, coal, shipping, propane, heating and fuel oil, timber, petroleum coke, polypropylene and nitrogen fertilizer industries.
We Have Vast Experience
Our MLP practice includes lawyers with substantial tax, capital markets, finance and mergers and acquisition experience. These lawyers work with their colleagues in our employee benefits, environmental and regulatory practices to provide clients sound and efficient advice on all MLP-related matters.
Lawyers in our MLP practice have substantial experience in all matters relevant to MLPs, including:
- All stages and forms of pre-MLP investments, including private equity investments in MLP-qualifying income-generating assets
- Pre-IPO planning and structuring, including accounting pre-clearance letters
- MLP formation issues
- Representation of MLPs and their general partners, underwriters and institutional investors in public and private equity offerings, including IPOs, follow-on offerings, selling unitholder offerings and equity distribution programs
- Representation of MLPs, their subsidiaries and their general partners and underwriters in public and private debt offerings, including investment grade and high yield offerings
- Representation of MLPs, their sponsors and their conflicts and special committees in mergers, acquisitions, asset dispositions, general partner disposition transactions, sponsor “drop down” transactions, joint ventures, recapitalizations, restructurings, business combinations and incentive distribution restructurings
- Representation of boards, conflicts and special committees, financial advisors and investment banks regarding MLP governance, fiduciary duty and conflict of interest issues
- Representation of underwriters in equity offerings, including IPOs, of closed-end investment companies that invest in MLP securities
- MLP partnership agreement issues, including interpretation, compliance, amendments and, when necessary, unitholder approval
- Representation of private equity investors and management teams in the creation of “private” MLPs
- Representation of MLP borrowers and lenders in the negotiation of bank credit facilities
- Securities and Exchange Commission (SEC) reporting issues unique to MLPs, including proxy statement, periodic reporting and Section 16 reporting issues
- National securities exchange rules applicable to MLPs
- FINRA rules applicable to securities offerings of MLPs and their general partners
- Tax structuring for MLPs and their sponsors (including pre-IPO private equity investments in MLP compatible assets) and ongoing tax planning for significant MLP transactions and securities offerings, including “qualifying income” tax opinions and analysis, “tax shield” planning, MLP to MLP mergers, constructive termination planning, disguised sale analysis and depreciation recapture
- Representation of MLPs in seeking Internal Revenue Service (IRS) private letter rulings regarding the qualification of MLP income under the IRS’ qualifying income rules
- Accounting issues unique to MLPs
- Federal Energy Regulatory Commission (FERC) matters unique to MLPs and their income tax allowance as well as proceedings before the FERC regarding regulated and negotiated rates
- Employee benefit plan structuring and compensation and related SEC disclosure issues
