Baker Botts is one of the pioneers and market leaders in transactions involving master limited partnerships (MLPs). Our experience includes MLPs engaged in the pipeline, midstream, oil and gas, coal, shipping, propane, refining, heating oil, timber and cemetery industries. Our clients include:

• both issuers and underwriters in MLP and MLP general partner initial public offerings and follow-on offerings of debt and equity securities;
• private equity funds and other institutional investors in acquiring MLP securities from issuers and selling unitholders and in purchasing assets or structuring joint ventures with MLPs;
• issuers, conflicts committees and financial advisors in asset dropdowns, restructurings, management buyouts, acquisitions, asset dispositions, mergers and proxy filings;
• companies and institutional investors in establishing private MLPs; and
• MLP issuers in their ongoing corporate and securities work.

As a result of our extensive involvement with MLPs, we have substantial experience in areas of relevance to MLPs, including:

• SEC disclosure issues for MLPs;
• various structuring techniques of both private and public MLPs and related partnership agreement provisions;
• structuring issues arising from MLP business combinations, asset dropdowns, joint ventures and restructurings;
• MLP tax issues such as qualifying income, tax shield, remedial allocations, state tax, constructive termination, disguised sale and depreciation recapture;
• governance, fiduciary duty and conflict of interest issues;
• accounting issues common to MLPs;
• regulation of distributions of MLP securities by the Financial Industry Regulatory Authority
• the application of national securities exchange rules to MLPs;
• employee benefit plan structuring for MLPs;
• special MLP provisions in credit agreements; and
• issues of marketing and legal concern to underwriters.