Jim Cole

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)
• ExxonMobil in its collaboration with CF Industries and EnLink Midstream on the largest-of-its-kind emissions-reduction project in Louisiana to capture and permanently store up to 2 million metrics tons of CO2 emissions annually

Alternative Energy

• Advised Chesapeake Energy in Combination with Southwestern Energy to accelerate America’s energy reach
• Divert on the financing of its new Integrated Diversion & Energy Facility in Longview, Washington, which is the first project to be built under the terms of a US$1 billion Infrastructure Agreement with Enbridge
• H2B2 Electrolysis Technologies in its business combination with RMG Acquisition Corporation III
• Divert on its US$1 billion Infrastructure Development Agreement with Enbridge and US$100 million equity financing
• EDF Renewables North America in connection with the sale of a minority stake in PowerFlex to Manulife IM, as well as a separate acquisition by Manulife IM of a portfolio of operational distributed solar generation and storage projects developed by PowerFlex
• Crimson Renewable Energy in connection with the sale of its used cooking oil collection and aggregation business to Neste, the world's leading producer of renewable diesel and sustainable aviation fuel
• Consolidated Edison in the sale of Con Edison Clean Energy Businesses and its subsidiaries to RWE Renewables Americas
• Consortium investor in connection with US$1.0+ billion preferred equity financing for Blue Source Sustainable Forests Co. (BSFC) and BSFC’s acquisition of 1.7 million acres of timberland
• Ørsted on its sale of a 50% stake in a solar and wind portfolio to Energy Capital Partners
• Terra-Gen on the tax equity financing and project financing for the second phase of its Edwards Sanborn Project, the largest single solar and battery energy storage project to reach this milestone to date
• 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 

• Talos Energy in its sale of Talos Low Carbon Solutions LLC, a carbon capture and sequestration business, to TotalEnergies E&P USA, Inc.
• Vencer Energy in its US$2.15 billion sale of assets to Civitas Resources (pending)
• NextDecade on the development and financing of the Rio Grande LNG project, the largest greenfield energy equity and debt project financing in US history
• RealWear on its business combination with Cascadia Acquisition Corp.
• Flame Acquisition Corp. in its business combination with Sable Offshore Corp
• Centennial Resource Development in its US$7 billion merger with Colgate Energy Partners III, to create the largest pure-play E&P company in the Delaware Basin
• 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
• East Resources Acquisition Company in its business combination with Abacus Settlements and Longevity Market Assets

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.