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Experience

Dean Hinderliter focuses his practice on a wide range of tax matters, including all the tax aspects of mergers and acquisitions, divestitures, private equity investments, public offerings, tax-free reorganizations, leveraged buyouts, the formation of joint ventures, and S corporation issues. His practice also concentrates on tax advisory work for partnerships, private equity funds, hedge funds, and limited liability companies in connection with ongoing operations, acquisitions, restructurings, financings, unwinds, and incorporations. His transaction planning practice includes special knowledge in taxation of natural resources and partnership and corporate transactions involving the petroleum industry as well as unique tax issues facing the mortgage industry and Real Estate Mortgage Investment Conduits (REMICs).

Dean also advises financially troubled and bankrupt companies on a variety of issues, including debt restructurings, preservation of net operating losses, and internal restructurings. In addition to his transactions practice, Dean advises tax-exempt organizations (including nonprofit health care systems, trade associations, professional societies, and religious organizations) and private foundations regarding qualification and ongoing compliance issues.

Ranked among the top four firms in Texas for Tax in Chambers USA 2019 by Chambers and Partners

  • Silver Hill Energy Partners in its $2.4 billion sale to RSP Permian Inc., which set “a new high-water mark” for Delaware Basin transactions
  • Brazos Delaware, LLC in the $1.75 billion sale of its Delaware Basin subsidiaries to Bison Midstream Holdings, LLC, an affiliate of Morgan Stanley Infrastructure Inc.
  • Ajax Resources LLC in the sale of its northern Midland Basin assets to Diamondback Energy Inc. for $1.25 billion, consisting of $900 million in cash and 2.58 million shares of Diamondback common stock
  • Global hospitality and travel company in the sale of a global restaurant chain operating in 60 countries to private equity buyers
  • Dallas-based midstream services company in the sale of all of the issued and outstanding membership interests of its joint venture with a Pennsylvania midstream company to a subsidiary of a publicly traded Fortune 500 natural gas and propane company for $310 million and potential earnout payments of $110 million
  • Petro Waste Environmental in its acquisition by WM Energy Services Holdings, LLC, an indirect subsidiary of Houston-based Waste Management, Inc., from Tailwater Capital LLC
  • BP Energy Partners in its sale of Pinnacle Midstream gathering and processing system in the Delaware Basin of West Texas to I Squared Capital
  • Pivotal Petroleum Partners on its sale of producing wells in North Dakota to publicly traded Northern Oil and Gas Inc. for $151.83 million in cash and stock
  • $350 million sale of The Tennis Channel to Sinclair Broadcast Group (NASDAG: SGBI)
  • National health care company in numerous strategic acquisitions following passage of the Affordable Care Act
  • Private equity firm in the approximately $100 million sale of outstanding membership interests in two agribusiness companies as well as certain related real estate assets and water rights
  • Founders of a domestic protective coatings manufacturer in a stock sale to a global coatings manufacturer; which included obtaining a private letter ruling from the IRS
  • Founders of an outdoor media company in stock sale to OUTFRONT Media, Inc. (NYSE: OUT)
  • Founders of a 45 location casual dining restaurant chain in an equity sale to private equity fund
  • Represented automotive group in the sale of 12 dealerships owned by the automotive retailer in various Texas markets, including 31 franchises and representing approximately $800 million in annual revenue
  • Agricultural equipment company in its sale of 11 John Deere dealerships located in South Texas
  • Title insurance and settlement services company in its acquisition of a multistate title insurance agency
  • A Canadian energy trust in its $105 million acquisition of producing oil and gas assets in Wyoming
  • Represented Double Eagle Energy Holdings III LLC in its raising of more than $1 billion in equity commitments from multiple investors that were anchored by a contribution from funds managed by Apollo Global Management LLC; the funds will go toward acquisition and development in the Permian Basin
  • Formation of Tailwater Energy Fund III LP, with approximately $900 million in committed capital, as well as in the formation of Silver Creek Midstream CoInvest LP, a co-invest vehicle for Fund III portfolio company Silver Creek Midstream, with $100 million in committed capital
  • Formation of Tillridge Global Agribusiness Partners II, L.P., which will make direct equity investments in food, feed, and industrial product companies within the agribusiness supply chain
  • Formation of two private equity funds, and certain co-investment vehicles, for a private equity fund real estate fund with focus on investing in California agricultural lands
  • Represented NGP XII US Holdings, L.P. in the formation and $359 million capitalization of a midstream company focused on the Rockies, Permian Basin, and Mid-Continent
  • Represented Tailwater Capital in the formation of a joint venture with Energy & Minerals Group to provide $600 million for Silver Creek Midstream’s purchase and expansion of Genesis Energy’s crude gathering, storage, and rail assets in the Powder River Basin
  • Represented Producers Midstream, LP, a Tailwater Capital, LLC portfolio company, through its wholly owned subsidiary Culberson Midstream Equity, LLC, in forming a joint venture with a subsidiary of Charger Shale Oil Company, LLC, through its wholly owned subsidiary Charger Shale Oil Gathering, LLC, to develop midstream assets in the Western Delaware Basin
  • Represented Tailwater Capital in the formation and $150 million capitalization of Oklahoma City-based Valiant Midstream LLC
  • Represented Tailwater Energy Fund III in the formation and $150 million capitalization of Silver Creek Midstream LLC, a new midstream portfolio company
  • Regularly advises an energy-based private equity fund in making investments in midstream and upstream companies and “exit” transactions involving those companies
  • Represented a private equity fund with respect to its continuing investment in connection with the $260 million Up-C IPO of Brigham Minerals, Inc. (NYSE: MNRL)
  • Represented a private equity fund with respect to its continuing investment in connection with the $121 million Up-C IPO of Solaris Oilfield Infrastructure, Inc. (NYSE: SOI)
  • Represented a national apartment developer in the $470 million equity investment by an institutional investor
  • Represented a publicly traded REIT in the formation of an UP-REIT operating partnership to acquire 80 apartment communities with 18,000 units
  • Structure and negotiate joint ventures for the development, construction and operating of various real estate assets, including hotels, stadiums, apartments, office buildings, condominiums, warehouses, billboards and cell towers
  • Computer manufacturer in Chapter 11 reorganization
  • Preferred equity holder in the Chapter 11 reorganization of an oil and gas exploration company
  • Buyer in a Section 363 asset purchase of aircraft manufacturer
  • Creditor in a restructuring of debt of a power generating company

Honors & Affiliations

Distinctions/Honors

  • The Best Lawyers In America® by Woodward/White Inc. (Tax Law), 2018-2019
  • Recommended Attorney, The Legal 500 US by Legalease (Tax: International Tax), 2017-2018
  • Best Lawyers in Dallas (Tax: General), D Magazine, 2018
  • Texas Super Lawyers® by Thomson Reuters (Tax), 2003-2007

Memberships/Affiliations

  • Member, State Bar of Texas Section of Taxation
  • Member, Dallas Bar Association

Education & Admissions

Education

  • L.L.M., New York University School of Law, Harry J. Rudick Memorial Award for Distinction (first in class)
  • J.D., with highest honors, University of Oklahoma College of Law, Order of the Coif; Note Editor, Oklahoma Law Review
  • B.S., magna cum laude, Drury College

Admissions

  • Texas
  • U.S. Tax Ct.