Master Limited Partnerships

Master limited partnerships (MLPs), also referred to as publicly traded partnerships (PTPs), offer significant tax efficiencies to energy companies and investors. MLPs have enjoyed explosive growth in recent years as a vehicle for accessing capital markets. However, MLPs also raise complex governance, securities, accounting and other regulatory issues. To effectively establish and manage MLPs and to resolve potential conflict situations, clients require legal counsel with extensive history in the energy industry, a deep understanding of sophisticated tax structures, and the resources and commitment to provide responsive, timely service.

The MLP team at McGuireWoods LLP includes corporate, energy and tax lawyers with decades of experience advising issuers, underwriters, sponsors, conflict committees, directors, private equity funds and institutional investors in all aspects of MLP transactions.

We provide coordinated, industry-focused counsel to MLPs in the following areas, among others:

  • Formation, structure, implementation and unwinding of MLPs
  • Mergers, acquisitions, joint ventures and divestitures by and between MLPs
  • MLP initial public offerings (IPOs) and securities transactions, both equity and debt, including disclosures, marketing and reporting
  • Credit and debt facilities and other financings
  • Evaluation and comparison of MLPs to alternative structures, such as Yieldcos, REITs and Investco structures, to access capital markets
  • Tax planning and tax controversy work
  • Employee benefits and executive compensation
  • Governance, fiduciary duties and conflicts of interest between the general partner and limited partners
  • Bankruptcies, restructurings, workouts and buyouts
  • Dispute resolution and litigation
  • Regulatory matters involving the Federal Energy Regulatory Commission (FERC), the Securities and Exchange Commission (SEC), and other federal and state agencies

We are active members of the National Association of Publicly Traded Partnerships (NAPTP). As industry leaders, our lawyers speak and write frequently on issues relevant to MLPs, and have published articles in legal and business journals such as Oil & Gas Finance Journal. We also issue regular legal alerts on issues arising at the intersection of energy, tax and corporate law.

Our MLP team at McGuireWoods has extensive experience representing conflicts committees and advising either parent sponsors or MLPs on transactions that require their approval. We have worked with conflict committees in a number of industries, with particular emphasis on MLPs in the energy industry, and regularly document drop-down and other transactions for pipelines, terminals, transportation assets and logistics assets. These transaction documents include the following:

  • Engagement letters with investment bankers and financing sources
  • Asset purchase, contribution and omnibus agreements
  • Administrative services agreements and secondment agreements for employees
  • Throughput, tankage, storage and terminaling agreements
  • Transportation, marine and other terminal services agreements
  • Lease agreements, deeds, access agreements and related rights-of-way and easements
  • Berth access and use agreements
  • Periodic filings, including applicable Form 8-Ks

A number of documents that we developed for clients are now standard in the industry and have been adopted by other MLPs. These include schedules for omnibus and administrative services agreements that help avoid cumbersome amendments for each drop-down, as well as terminal service orders for terminal and throughput-related agreements that can help to allay the need for confidential treatment when filing agreements with the SEC. These latter agreements also minimize the need to amend related documents each time non-material business terms change due to ordinary business fluctuations.

Our MLP team draws on the extensive resources of McGuireWoods’ energy industry group. Launched nearly a half century ago, our energy-focused practice group today comprises more than 80 interdisciplinary lawyers located in key energy, commercial and financial centers worldwide.

CONTACTS

Hannah Thompson Frank Partner T: +1 412 667 7936
Ryan T. Purpura Partner T: +1 412 667 7939
Jane Whitt Sellers Partner T: +1 704 373 8967
Lisa A Atty Lisa A. Atty
Partner
1800 Century Park East
8th Floor
Los Angeles, CA 90067-1501

T: +1 310 315 8264
F: +1 310 956 3164
vCard
Thomas Becket Thomas L. Becket
Partner
1800 Century Park East
8th Floor
Los Angeles, CA 90067-1501

T: +1 310 315 8220
F: +1 310 956 3120
vCard
Anthony Carna Anthony J. Carna
Partner
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7932
F: +1 412 667 7948
vCard
Craig R Culbertson Craig R. Culbertson
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8250
F: +1 312 849 3052
vCard
Katherine K DeLuca Katherine K. DeLuca
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4385
F: +1 804 698 2084
vCard
Donald A Ensing Donald A. Ensing
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8111
F: +1 312 849 8112
vCard
Hanna Frank Hannah Thompson Frank
Partner
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7936
F: +1 412 402 4194
vCard
Yuan-Ying Hsu Yuan-Ying Hsu
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8174
F: +1 312 698 4544
vCard
Matthew A Kapinos Matthew A. Kapinos
Partner
JPMorgan Chase Tower
600 Travis Street
Suite 7500
Houston, TX 77002-2906

Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 832 255 6330
F: +1 832 214 9930
vCard

T:+1 804 775 1191
F: +1 832 214 9930

Joanne Katsantonis Joanne Katsantonis
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1017
F: +1 804 698 2090
vCard
Robert G McElroy Robert G. McElroy
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 312 849 3692
F: +1 804 698 2112
vCard

T:+1 804 775 1067
F: +1 804 698 2112

Stephen Older Stephen Older
Partner
1345 Avenue of the Americas
7th Floor
New York, NY 10105-0106

T: +1 212 548 2122
F: +1 212 715 2307
vCard
Ryan T. Purpura
Partner
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

2000 McKinney Avenue
Suite 1400
Dallas, TX 75201

JPMorgan Chase Tower
600 Travis Street
Suite 7500
Houston, TX 77002-2906

T: +1 412 667 7939
F: +1 412 667 7903
vCard

T:+1 214 932 6429

Gregg Rosen Gregg M. Rosen
Partner
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7934
F: +1 412 667 7973
vCard
Maria Sasinoski Maria L. Sasinoski
Associate
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7981
F: +1 412 667 7958
vCard
Jane Whitt Sellers Jane Whitt Sellers
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 704 373 8967
F: +1 804 698 2170
vCard

T:+1 804 775 1054
F: +1 804 698 2170

G. William Tysse G. William Tysse
Partner
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1730
F: +1 202 828 2982
vCard