Page 1 Page 2 Page 3 Page 4WHO WE ARE Baker Botts has been a pioneer and thought leader in transactions involving master limited partnerships since the inception of MLPs in the early 1980s. We have experience in virtually every industry in which MLPs operate, including: midstream – gathering lines, terminals, storage, processing plants; shipping of energy products; oil and gas exploration and production; transmission pipelines; oilfield services; wholesale supply of gasoline to retail gas stations; coal– operators or royalty owners; propane retail distribution; heating oil wholesale distribution; refining; and compression. WHAT WE DO Our lawyers provide sound, creative advice on complex matters and are nationally recognized as leaders in all types of MLP and YieldCo transactions. We have substantial experience and depth of knowledge in legal issues unique to MLPs and YieldCos, including: • Tax issues arising from formation and operation • Partnership agreement provisions • Cash distribution and operating surplus issues • Energy industry knowledge • Dropdown transactions and the role of the conflicts committee • MLP M&A transactions • Fiduciary duties of officers and directors of an MLP • Practical day to day issues faced by a corporate sponsor in running an MLP • MLP specific disclosures and SEC hot-button issues • MLP credit agreements and indenture covenants • Investment Company Act issues and structuring alternatives • Employee benefit plan structuring • Exit strategies, including GP IPOs • Pre-IPO structuring and development Highlights Nearly 100 IPOs, including: • largest U.S. IPO of 2013 • largest U.S. IPO of 2015 • 2 of the 3 largest ever MLP IPOs Designed First Ever MLP Capital Structure for a YieldCo Hundreds of follow-on offerings of debt and equity Over $185 Billion in M&A since January 2014