Bryant P. Lee

Bryant P. Lee, Chair of Latham & Watkins’ Houston Tax Department, has a complex practice involving the US federal income taxation of mergers, acquisitions, restructurings, and capital markets transactions. He focuses on business taxation as it applies to partnerships. Mr. Lee regularly advises clients in the energy sector including publicly traded partnerships (PTPs), master limited partnerships (MLPs), corporations, private equity firms, and investment banks.

Mr. Lee has also represented numerous taxpayers before the Internal Revenue Service for various matters, including the representation of MLPs in connection with obtaining private letter rulings (PLRs) relating to qualifying income.

Mr. Lee has been recognized by Chambers USA as an Up and Coming Practitioner (2020) and an Associate to Watch (2017 – 2018), and as a Texas Rising Star by Super Lawyers (2017 – 2020) (Super Lawyers is a Thomson Reuters service).

Prior to attending law school, Mr. Lee practiced as a certified public accountant (CPA) in the assurance practice of an international accounting firm.

Speaking Engagements 

• American Petroleum Institute
• American Society of Appraisers
• Credit Suisse MLP & Energy Logistics Conference
• Deloitte National Publicly Traded Partnership Conference
• PwC Master Limited Partnership User Conference
• Tax Executives Institute
• Texas Federal Tax Institute 

 Thought Leadership

• “US Tax Reform: Key Business Impacts, Illustrated With Charts and Transactional Diagrams,” Latham & Watkins Client Alert, January 10, 2018   
• “Congressional Tax Reform Proposals: Rethinking Key Business Decisions,” Latham & Watkins Client Alert, December 2, 2017
• “IRS and Treasury Finalize Guidance Determining MLP Qualifying Income,” Latham & Watkins Client Alert, January 27, 2017 
• “IRS Tightens Rules on Disguised Sales and Allocating Partnership Liabilities,” Latham & Watkins Client Alert, November 2, 2016 
• “Restructuring Oil and Gas Partnership Debt? Tax Planning Is Key,” Latham & Watkins Client Alert, February 16, 2016

Mr. Lee offered tax structuring advice with respect to the following M&A transactions:

• Hess Midstream Partners — US$6.2 billion acquisition of Hess Infrastructure Partners
• UGI Corporation — US$1.28 billion acquisition of Columbia Midstream Group 
• Midstates Petroleum — US$729 million acquisition by Amplify Energy
• Energy Transfer — US$5 billion acquisition of SemGroup 
• Energy Transfer Equity — US$63 billion acquisition of Energy Transfer Partners  
• Layne Christensen — US$536 million acquisition by Granite Construction 
• Energy Transfer Partners — US$20 billion acquisition by Sunoco Logistics Partners
• Clayton Williams Energy — US$3.5 billion acquisition by Noble Energy            
• QEP Resources — US$600 million acquisition of 9,400 acres in Permian Basin 
• Rosetta Resources — US$3.9 billion acquisition by Noble Energy
• Hess Corporation — US$5.4 billion midstream joint venture with Global Infrastructure Partners 
• Energy Transfer Partners — US$18 billion acquisition of Regency Energy Partners
• Access Midstream Partners — US$50 billion acquisition by Williams Partners
• Counsel to Sponsor, Partnership, or Conflicts Committee in numerous MLP dropdown transactions

Mr. Lee offered tax structuring advice related to the following Capital Markets transactions:

• Solaris Oilfield Infrastructure — US$130 million initial public offering (Counsel to the underwriters)
• USD Partners — US$155 million initial public offering (Counsel to the company)
• Viper Energy Partners — US$149 million initial public offering (Counsel to the underwriters)
• Cypress Energy Partners — US$86 million initial public offering (Counsel to the company) 
• Valero Energy Partners — US$397 million initial public offering (Counsel to the underwriters)
• QEP Midstream Partners — US$483 million initial public offering (Counsel to the company)  
• Phillips 66 Partners — US$434 million initial public offering (Counsel to the company)
• 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

Mr. Lee offered tax structuring advice with respect to the following restructuring matters:

• Hi-Crush in connection with its completed chapter 11 reorganization    

• American Energy Permian Basin in connection with its out-of-court restructuring of US$2.2 billion of funded debt
• Emerge Energy Services in connection with its completed chapter 11 reorganization
• Second Lien Lenders to Atlas Resource Partners in connection with its completed chapter 11 reorganization

• 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
• IRS Tightens Rules on Disguised Sales and Allocating Partnership Liabilities -  November 02, 2016
• 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
• IRS Presses Play on MLP Private Letter Rulings -  March 06, 2015