Bryant P. Lee

  • Partner
  • 811 Main Street
  • Suite 3700
  • Houston, TX 77002
  • USA
  • T +1.713.546.7480


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 Associate to Watch (2017 2018) and an Up and Coming Lawyer (2020), 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.


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

  • Andeavor Logistics — US$1.8 billion acquisition of Western Refining Logistics and US$3.8 billion exchange of incentive distribution rights
  • Energy Transfer Partners — US$20 billion acquisition by Sunoco Logistics Partners
  • Clayton Williams Energy — US$3.5 billion acquisition by Noble Energy        
  • Affiliates of TPG Capital in the purchase, along with Goldman Sachs, of US$750 million of convertible preferred units of EnLink Midstream Partners
  • 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 milion initial public offering (counsel to the company)
  • Valero Energy Partners — US$397 million initial public offering (counsel to the underwriters)
  • 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

Speaking Engagements

  • Tax Executives Institute — Tax School (Taxation of Upstream and Downstream Partnerships and Transactions), May 4, 2017, Houston, TX 
  • Tax Executives Institute — Tax School (MLP Dropdowns and Disguised Sale Planning), February 19, 2016, Houston, TX 
  • Credit Suisse 3rd Annual MLP & Energy Logistics Conference — Structuring Strategies Panel, June 23, 2015, New York, NY 
  • Deloitte National Publicly Traded Partnership Conference — Legal Perspectives Panel, September 24, 2014, San Antonio, TX
  • Credit Suisse 2nd Annual MLP & Energy Logistics Conference — MLP Tax and Accounting Panel, June 11, 2014, New York, NY

Thought Leadership

  • 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
Up and Coming practitioner for Texas Tax, with sources calling him “a very good and strong lawyer.”Chambers USA 2020
Bar Qualification
  • Texas
  • JD, Columbia University School of Law, 2010
    Editor, Columbia Business Law Review; Editor, Columbia Journal of Tax Law; Harlan Fiske Stone Scholar
  • BBA, Texas A&M University, 2003
    cum laude
  • MS, Texas A&M University, 2003
  • Energy & Infrastructure
  • Transactional Tax
  • Master Limited Partnerships
  • Tax
  • Tax Controversy