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.