Jim Cole

  • 811 Main Street
  • Suite 3700
  • Houston, TX 77002
  • USA

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 in 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.

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

  • 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:
  • Ares EIF in connection with the project development, financing, and tax equity financing of a wind project in Texas
  • 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:

  • 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:
  • CNX Resources in connection with the pending acquisition of the remaining public stake of CNXM
  • CNX Resources in connection with the elimination of its incentive distribution rights
  • 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
  • CNX Resources Corporation in its US$305 million acquisition of Noble Energy’s general partner interest in CNX Midstream Partners
  • Morgan Stanley Infrastructure Partners in its US$1.75 billion acquisition of Brazos Midstream
  • Riverstone in connection with its US$1.6 billion joint acquisition of the Lucid Energy Group II
  • Silver Run Acquisition Corporation II in connection with its US$3.8 billion acquisition of Alta Mesa Holdings, LP and Kingfisher Midstream, LLC
  • Riverstone in connection with the US$1.6 billion acquisition of Centennial Resource Production by Silver Run Acquisition Corporation
  • 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
  • Linn Energy, LLC in its US$500 million “Drillco” joint venture with GSO Capital Partners
  • Rock Oil Holdings LLC in connection with its US$980 million divestiture of Midland Basin assets to SM Energy Co.
  • JP Energy Partners LP in connection with its merger with American Midstream Partners LP to create a US$2 billion master limited partnership
  • Buckeye Partners in its US$1.15 billion purchase of a 50% equity interest in VTTI B.V., a large independent global marine terminal company
  • A privately held midstream corporation in connection with its approximate US$475 million tax free spinoff from its parent corporation and its subsequent sale approximately 20 months later    
  • Rentech, Inc. in the US$838 million merger of Rentech Nitrogen Partners, L.P. with CVR Partners
  • Athlon Energy Inc. in connection with its US$7.1 billion sale to Encana Corporation
Mr. Cole offered tax advice with respect to the following capital markets transactions:
  • CNX Resources in connection with the private offering of US$300 million of convertible senior notes
  • Diversified Gas & Oil Corporation in the first-of-its-kind securitization of operated upstream proved-developed assets
  • Underwriters in the IPO of PermRock Royalty Trust
  • Antero Midstream GP, LP in its US$875 million initial public offering    
  • JP Energy Partners LP in its US$275 million initial public offering    
  • CONSOL Energy, Inc. in the US$83 million initial public offering of CNX Coal Resources LP
  • CONSOL Energy, Inc. in the US$442 million initial public offering of CONE Midstream Partners, L.P.
  • Southwestern Energy in an offering of senior notes, common stock, and depositary shares totaling more than US$7 billion in aggregate  
  • Counsel to company or underwriters in numerous follow-on equity offerings in both primary issuances and secondary sales in bought, marketed, and in the transactions.
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