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 list 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 attending law school, Mr. Cole practiced as a Certified Public Accountant in the tax practice of an international accounting firm.
Recent Speaking Engagements
- "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
- Tax Executives Institute — Tax School (Qualifying Income for MLPs and Up-C Structures), 2017
- Tax Executives Institute — Tax School (MLP Dropdowns and Disguised Sale Planning), 2016
Mr. Cole offered tax advice with respect to the following transactions relating to the alternative energy sector:
- 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 formation 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 LLC, 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
- 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
Mr. Cole offered tax advice with respect to the following restructuring matters:
- 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, LLC
- 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
Mr. Cole offered tax advice with respect to the following M&A transactions:
- Consol Energy, Inc., in the pending acquisition of the remaining public stake of Consol Coal Resources, LP
- 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
- Acquisition by Enagás, 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’ 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
- Sale by Southwestern Energy 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.