Master Limited Partnerships (MLPs)

In the last 20 years, Baker Botts has participated in approximately 60 initial public offerings for master limited partnerships (MLPs), their general partners and royalty trusts. In addition to this work, we have been hired on many more deals that were not consummated. We have also participated in hundreds of follow-on offerings of debt and equity securities, including registered offerings, private placements and continuous equity programs.

We represent MLPs and underwriters in essentially all the industries in which they operate, including transmission pipelines, gathering and processing, storage and terminaling, compression, shipping, oil and gas exploration and development, oilfield services, mining of coal and other minerals, propane, heating oil distribution and refining.

Our clients include:

  • Issuers and underwriters in 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 
  • Issuers, lenders and investors in syndicated and private financings
  • MLP issuers in their ongoing corporate and securities work and tax planning

Our lawyers provide sound, creative advice on complex matters and are nationally recognized as leaders in all types of MLP transactions. We have substantial experience and depth of knowledge in legal issues unique to MLPs, including:

  • Tax issues arising from MLP formation, business combinations, asset dropdowns, joint ventures, restructurings and general partner buyouts
  • Partnership agreement provisions, including types of securities (various types of subordinated units, preferred units, deferred participation units, etc), and cash distribution policies (traditional cash-based, accrual distributable cash flow, variable pay)
  • Governance issues unique to MLPs
  • Fiduciary duties of officers and directors of an MLP
  • Conflicts of interest between MLPs and their affiliates
  • Commercial agreements between a sponsor and the MLP
  • SEC disclosure of MLP-specific matters
  • Compliance with specific SEC rules governing MLPs
  • Accounting issues common to MLPs
  • The application of national securities exchange rules to MLPs
  • Issues of marketing, disclosure and legal concern to underwriters