Jim Cole

Jim Cole, a partner in the Houston office, practices transactional tax involving mergers, acquisitions, financings, restructurings, and capital markets transactions. Mr. Cole regularly advises publicly traded partnerships, master limited partnerships (MLPs), corporations, developers, private equity firms, lenders, and investment banks on transactions across the energy industry, including the upstream, midstream, downstream, oil field services, and alternative energy sectors. His practice includes a focus on energy tax incentives for wind projects, solar projects, and the section 45Q federal income tax credit for carbon capture projects. Mr. Cole has been quoted in both Bloomberg Tax and Tax Notes with respect to the section 45Q federal income tax credit. Mr. Cole was named to Turnarounds & Workouts’ 2020 and 2021 lists of Bankruptcy Tax Specialists in the Nation’s Major Law Firms. 

Mr. Cole currently sits on the board of the Renewable Energy Alliance of Houston.

Prior to law school, Mr. Cole practiced as a Certified Public Accountant in the tax practice of an international accounting firm.

Speaking Engagements

• “A Comparison of Renewables and Oil & Gas Focused Partnerships,” Tax Executive Institute – Houston Tax School, March 2022
• Pickering Energy TE&M Fest, “Carbon Capture, Transportation & Storage – Round 2,” December 14, 2021
• REAL Houston Policy Series, “Federal Incentives for Renewable Energy Development” October 28, 2021
• “Tax Equity and Flip Partnerships: Tax Executive Institute,” Houston Tax School, October 2021
• Panelist, “45Q Tax Credits,” Morgan Stanley CCUS Conference, September 27, 2021
• Panelist, “CCUS and Tax Equity,” Barclays Energy & Power CEO Conference, September 10, 2021
• Panelist, “Capitalizing on Carbon Capture,” 2021 EIC Investor Conference, Las Vegas, May 18, 2021
• Panelist, “CCUS Investment Opportunities: Market Growth, Environmental and Tax Credits, and Permitting Considerations,” Latham E&I Webcast, May 5, 2021
• Panelist, “The Winding Road to Net Zero: A Workshop on Legal Issues Critical to Decarbonization,” North American Carbon World 2021 Virtual Conference, April 22, 2021
• "Financing Carbon Capture Projects with Tax Credits” — Texas Journal of Oil, Gas & Energy Law, 2021 Symposium 
• “Update on Recent Tax Guidance for Carbon Capture Projects” Tax Executive Institute – Houston Chapter, September 2020
• 64th Annual Rocky Mountain Mineral Law Institute (Examining a Typical Exchange Agreement), 2018 

Mr. Cole offered tax advice with respect to the following transactions:

Carbon Capture

• Chevron USA in connection with the deployment and ongoing financing of a ground-breaking bioenergy with carbon capture and sequestration (BECCS) project designed to produce carbon negative power in Mendota, California
• A private equity-backed midstream infrastructure company in connection with the project development and financing of a carbon capture project in the Midwest intended to qualify for and finance Section 45Q tax credits
• A leading oil and gas company in connection with the deployment and tax equity financing of a carbon capture facility designed to qualify for carbon sequestration tax credits
• A world-leading industrial company in connection with the tax equity structuring of a carbon capture, utilization and storage project in Northern California
• A publicly traded midstream infrastructure company in connection with the development of a carbon capture, utilization and storage project in Texas intended to qualify for Section 45Q tax credits
• Occidental Petroleum in connection with the tax equity financing of a proposed joint venture to capture, upgrade, and transport C02 generated from White Energy's ethanol refineries in Texas. The transaction is structured and designed to generate tax credits under Section 45Q of the Internal Revenue Code and Low Carbon Fuel Standard (LCFS) credits of the California Air Resources Board (CARB)

Alternative Energy

• Chevron USA in its joint venture with Bunge North America to create renewable fuel feedstocks in the US
• TotalEnergies in its US$250 million acquisition of SunPower's Commercial and Industrial Solutions Business

• Inspiration Mobility in connection with its US$200 million capital commitment from ArcLight Energy Partners Fund VII and EV fleet lease partnership with ridehail innovator Revel
• Partners Group on its acquisition of a controlling stake in Dimension Renewable Energy, a distributed energy platform focusing on community solar and battery storage across the US
• Wall Box Chargers, a leading provider of electric vehicle-charging solutions, in connection with the de-SPAC merger with Kensington Capital Acquisition Coro. II, a special purpose acquisition company
• A consortium of private equity funds in connection with a preferred investment into a solar developer with a project pipeline in excess of 1.6-GW
• Ares EIF in connection with the project development, financing, and tax equity financing of the Aviator wind project, and the subsequent divestiture to CMS Energy and Kansai Electric Power Co.
• Ares EIF in connection with its sale of its interest in multiple solar tax equity funds to Basalt
• Ares EIF in connection with the provision of capital to Swell Energy, Inc., and the associated structuring and formation of a solar tax equity fund
• Cordelio Power in the acquisition and development of a pipeline of wind and solar projects
• Avangrid in the joint venture financing of a wind farm in South Dakota
• D. E. Shaw Renewable Investments in connection with an inverted lease financing of a wind farm in Oregon
• ConnectGen, a Quantum Energy Partners portfolio company, in connection with an equity investment in, and the tax equity financing of, three solar projects in various states
• A leading European alternative energy developer in connection with multiple single project and portfolio tax equity financings relating to both production tax credits and investment tax credits for projects in multiple states
• Orsted Onshore North America in connection with the tax equity financing of a 460-MW combined solar and storage facility
• Lenders in connection with a PAYGO financing of multiple wind projects involving collateralization of federal tax credits
• Vivint in connection with the structuring of a tax equity financing for a portfolio of residential rooftop solar systems

Restructuring

• Sable Permian Resources in connection with its chapter 11 restructuring
• Superior Energy Services, Inc., in connection with its chapter 11 restructuring
• Lonestar Resources US, Inc. in connection with its chapter 11 restructuring
• Arclight Capital Partners in connection with the chapter 11 restructuring of Bruin E&P Partners
• American Energy Permian Basin in connection with its out-of-court restructuring of US$2.2 billion of funded debt
• Alta Mesa Resources in connection with its completed chapter 11
• Emerge Energy Services in connection with its completed chapter 11 reorganization
• Stone Energy Corporation in connection with its completed chapter 11 reorganization

M&A

• Lucid Energy Group in its US$3.55 billion acquisition by Targa Resources Corp
• Linode in its acquisition by Akamai Technologies
• Nine Point Energy in the US$250 million sale of its Williston Basin assets to Bowline Energy
• EQT Corporation in its US$2.93 billion acquisition of Alta Resources Development, an exploration and production company
• Colgate Energy Partners III in its acquisition of Luxe Energy in an all-stock transaction
• Consol Energy in the pending acquisition of the remaining public stake of Consol Coal Resources
• CNX Resources in connection with the acquisition of the remaining public stake of CNXM
• CNX Resources in connection with the elimination of the incentive distribution rights of CNXM
• Conflicts Committee of Shell Midstream Partners in connection with a US$4 billion acquisition of assets and elimination of incentive distribution rights
• Enagás in connection with the purchase of Tallgrass Energy’s Publicly-Held Class A shares, together with the Blackstone Group and a consortium of other investors
• Enagás in its acquisition along with The Blackstone Group and GIC Private of a 100% stake in Tallgrass Energy Holdings and a 44% stake in Tallgrass Equity, owners and developers of midstream energy assets
• EQM Midstream Partners in its acquisition of a 60% interest in Eureka Midstream Holdings and a 100% interest in Hornet Midstream Holdings, as well as the related US$1 billion preferred equity financing
• Southwestern Energy in the sale of its Fayetteville Shale exploration and production business to Flywheel Energy, a portfolio company of Kayne Anderson Capital Advisors
• Archrock in its US$600 million take-private of Archrock Partners
• Dow Chemical in connection with multiple farm in drilling programs
• Development Capital Resources, LLC in its US$165 million drilling and development joint venture with a private operator in the Permian Basin
• Apollo in its entry into a multi-tranche “Drillco” with EP Energy

Mr. Cole offered tax advice as counsel to company or underwriters in numerous follow-on equity offerings in both primary issuances and secondary sales in bought, marketed, and at-the-market transactions for partnership, trust, and corporate issuers.

• IRS Clears the Way for Retrofitted Carbon Capture Projects -  July 07, 2021
• IRS Extends Renewables Continuity Safe Harbor -  July 01, 2021
• Capitalizing on Renewable Energy Investments Under the Biden Administration -  February 16, 2021
• Treasury Finalizes Carbon Capture Tax Credit Regulations -  January 21, 2021
• IRS Gives Offshore Wind and Federal Land Projects More Time to Qualify for Tax Credits -  January 07, 2021
• COVID-19 Tax Relief Package Extends Renewable Power and Carbon Capture Tax Credits -  December 28, 2020
• Future of Carbon Capture Looks Bright After Treasury Proposes Long-Awaited Regulations -  June 09, 2020
• IRS Provides COVID-19 Relief for Renewable Energy Projects -  June 03, 2020
• Proposed IRS Guidance on Carbon Capture Tax Credits -  May 29, 2020
• Carbon Capture Industry Receives Long-Awaited 45Q Tax Credit Guidance -  February 28, 2020
• New Law Extends Tax Credits For Wind and Other Renewable Power Plants -  January 09, 2020
• Carbon Capture Industry Poised for Growth Following Anticipated 45Q Guidance -  June 10, 2019
• US Tax Reform: Key Business Impacts, Illustrated With Charts and Transactional Diagrams -  January 10, 2018
• Congressional Tax Reform Proposals: Rethinking Key Business Decisions -  December 02, 2017
• IRS and Treasury Finalize Guidance Determining MLP Qualifying Income -  January 27, 2017
• Restructuring Oil and Gas Partnership Debt? Tax Planning Is Key  -  February 16, 2016
• Commenters Weigh in on Proposed Regulations for Determining MLP Qualifying Income  -  October 08, 2015
• IRS Proposes Guidance for Determining MLP Qualifying Income -  May 05, 2015