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Corporate Tax

Thompson & Knight’s attorneys provide creative tax advice in corporate and general business matters, helping companies form, reorganize, and when necessary, dissolve their business entity structures to take maximum advantage of the increasingly complex tax laws. We are well-versed in all tax aspects of business combinations involving stock and asset purchases and sales, leveraged buyouts, mergers, and spinoffs, including tax-free reorganizations through acquisition and divestiture.

Overview

Thompson & Knight’s attorneys provide creative tax advice in corporate and general business matters, helping companies form, reorganize, and when necessary, dissolve their business entity structures to take maximum advantage of the increasingly complex tax laws. We are well-versed in all tax aspects of business combinations involving stock and asset purchases and sales, leveraged buyouts, mergers, and spinoffs, including tax-free reorganizations through acquisition and divestiture.

Thompson & Knight has an “experienced tax team handling the full range of corporate tax matters.” – Chambers USA 2015.

Our attorneys show clients the most tax-efficient approaches to financing their growth through public debt and equity issues, debt and equity restructurings, and sophisticated public and private financing transactions. When troubled companies seek relief under the bankruptcy code, our tax advice can help maximize value and realize the greatest return from any necessary reorganization or liquidation.

We also provide general corporate tax advice relating to business operations and tax reporting and consolidated returns. Our attorneys regularly obtain technical advice and private letter rulings from the Internal Revenue Service on specific transactions.

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

Ranked among the top firms in the nation for U.S. Taxes: Non-Contentious in The Legal 500 US 2018 by Legalease

More attorneys selected for inclusion in The Best Lawyers in America© 2019 in the practice areas of Tax Law than any other firm in Texas

Experience

  • Provided tax structuring advice and negotiated the definitive documentation relating to Silver Hill Energy Partners’ sale of oil and gas properties in the Permian Basin to RSP Permian, Inc. in exchange for $1.25 billion of cash and 31 million RSP shares (approximately 20% of RSPP), implying a total purchase price of approximately $2.4 billion
  • Provided tax advice in connection with the merger of Yates Petroleum Corporation with EOG Resources, Inc., in a deal valued at approximately $2.4 billion
  • Provided tax advice to Brazos Midstream Holdings in connection with the $1.75 billion sale of its Delaware Basin subsidiaries to a subsidiary of North Haven Infrastructure Partners (NHIP)
  • Provided tax advice to Ajax Resources in connection with the sale of its northern Midland Basin assets for $1.24 billion in cash and stock to Diamondback Energy (NASDAQ: FANG)
  • Provided tax advice to Tailwater Capital in connection with the formation of its third fund, Tailwater Energy Fund III LP, which raised $1 billion in commitments
  • Provided tax advice to Scout Energy Partners in connection with closing its fourth fund at its $500 million hard cap
  • Represented sponsor holder in a simplification transaction involving Antero Midstream GP LP (NYSE: AMGP), Antero Midstream Partners LP (NYSE: AM) and Antero Resources Corporation (NYSE: AR).
  • Provided tax advice to the conflicts committee in connection with the merger of American Midstream Partners, LP (NYSE: AMID) with an affiliate of ArcLight Energy Partners Fund V, L.P.
  • Provided tax advice to Yorktown Energy Partners X, L.P., the largest owner of Solaris Oilfield Infrastructure, LLC, in connection with a $121 million IPO utilizing an UP-C structure with a Tax Receivable Agreement
  • Provided tax advice to Roan Holdings, LLC in connection with the combination of its Oklahoma SCOOP and STACK assets with similar assets held by Linn Energy, Inc. to form Roan Resources, Inc. (NYSE: ROAN).
  • Provided tax advice to Step Energy Services Ltd. in connection with the purchase of all of the shares of Tucker Energy Services Holdings Inc.
  • Provided tax advice to SJW Group (NYSE: SJW) in connection with the sale of its wholly-owned subsidiary, Texas Water Alliance Limited, to Guadalupe-Blanco River Authority
  • Represented an existing publicly traded MLP in evaluating and implementing a “check the box” tax election to be treated as a corporation for federal income tax purposes