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Master Limited Partnerships

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Combining a historical understanding of the structural development with extensive current involvement in master limited partnership (MLP) transactions and ongoing analysis of MLP trends puts Vinson & Elkins in a unique position to assist our clients. V&E lawyers were involved with the first MLP to go public through an underwritten initial public offering (IPO) — Transco Exploration Partners, Ltd. — in 1983. Since the qualifying income requirement was enacted in 1987, our lawyers have advised on 80 percent of all natural resource or real estate MLP IPOs completed.

Because of the breadth and depth of our firm’s experience in structuring MLPs and addressing the complex tax, business, and securities issues associated with MLPs, our lawyers are often involved with structuring and implementing MLP acquisitions, combinations, restructurings, recapitalizations, and alternative investment securities, as well as equity and debt offerings, analysis of partnership agreements, credit facilities, employee benefits and executive compensation, FERC, environmental, and litigation matters.

Our lawyers have experience with virtually all industries in which MLPs are active today, including midstream, upstream, maritime and shipping, coal, propane and heating oil, downstream, cemetery, timber, fertilizer, wholesale distribution of refined products, and royalty and mineral interests, as well as general partner IPOs. In recent years, V&E has been involved in a substantial majority of major MLP structural developments, including the offering of previously untested asset classes, the evolution of distribution structures, and the creation of novel partnership interests.

Because of our extensive representation of MLPs, we believe it is in the industry’s best interest to work closely and maintain relationships with the regulatory, administrative, and legislative authorities relevant to MLPs. We often represent clients in SEC-related review and enforcement matters and work with U.S. Treasury Department, Internal Revenue Service, and legislative bodies with respect to tax and legislative initiatives. We are also an active participant in the Master Limited Partnership Association (MLPA), including representation on the MLPA’s board. These relationships and our continuing efforts keep us on the forefront of these and other matters affecting MLPs.

Experience Highlights

  • BP Midstream Partners LP in its $765 million initial public offering of common units 

  • Oasis Midstream Partners LP in its $147 million initial public offering of common units

  • Underwriters to Antero Midstream GP LP in its $875 million initial public offering of common units by a selling securityholder

  • Plains GP Holdings, L.P. in its $7.2 billion simplification transaction between Plains All American Pipeline, L.P. and Plains AAP, L.P.

  • Underwriters to Noble Midstream Partners LP in its $323 million initial public offering of common units 

  • Underwriters to PennTex Midstream Partners, LP in its $238 million initial public offering of common units

  • Underwriters to EQT GP Holdings, LP in its $714 million initial public offering of common units

  • Underwriters to Tallgrass Energy GP, LP in its $1.4 billion initial public offering of common units

  • Sunoco Logistics Partners LP in its $20 billion merger with Energy Transfer Partners in a unit-for-unit transaction

  • Conflicts Committee of the Board of Directors of Phillips 66 Partners in the $1.3 billion acquisition by Phillips 66 Partners of 30 crude, products and natural gas logistics assets from Phillips 66

  • Black Stone Minerals, L.P. in its $428 million initial public offering of common units

  • Enviva Partners, LP in its $230 million initial public offering of common units

  • Columbia Pipeline Partners LP in its $1.2 billion initial public offering of common units

  • Rice Midstream Partners LP in its $474 million initial public offering of common units

  • Antero Midstream Partners LP in its $1.15 billion initial public offering of common units

  • Underwriters to Shell Midstream Partners, L.P. in its $1.1 billion initial public offering of common units

  • Dominion Midstream Partners, LP in its $423 million initial public offering of common units

  • Underwriters to USD Partners LP in its $155 million initial public offering of common units

  • Underwriters to CONE Midstream Partners, LP in its $443 million initial public offering of common units

  • Hoegh LNG Partners LP in its $221 million initial public offering of common units

  • Underwriters to CNX Coal Resources LP in its $83 million initial public offering of common units

  • Buckeye Partners, L.P., as special tax counsel, in its $10.3 billion sale to IFM Investors to take the company private 

  • Marathon Petroleum Corporation, the controlling owner of MLPX LP and Andeavor Logistics LP, as special tax counsel in MPLX LP’s $14 billion acquisition of Andeavor Logistics LP, creating a combined midstream and logistics MLP with an estimated $55 billion enterprise value

  • DCP Midstream in the $128 million divestiture of its Douglas gathering system in Wyoming, which includes approximately 1,500 miles of gathering lines, to Tallgrass Energy Partners, LP

  • Targa Resources Corp. in its $6.7 billion acquisition of Targa Resources Partners in an all stock-for-unit transaction

  • Seadrill Partners in the $900 million drop down of the entities owning the West Vela drillship from Seadrill Limited

  • Conflicts Committee of the Board of Directors of Phillips 66 Partners in the $1 billion drop down of Phillips 66’s one third equity interests in the limited liability companies that respectively own the Sand Hills and Southern Hills natural gas liquids pipelines systems, and Phillips 66’s 19.46 percent equity interest in Explorer Pipeline Company, the owner of the Explorer refined products pipeline system

  • Devon Energy Corp. in the $8.84 billion contribution of substantially all of its U.S. midstream business to Crosstex Energy and Crosstex Energy to form a consolidated midstream business controlled by Devon

  • Oiltanking Holdings Americas in the $4.41 billion acquisition by Enterprise Products Partners of the general partner of Oiltanking Partners, and all of the common and subordinated units of Oiltanking Partners held by Oiltanking Holding Americas and a wholly owned subsidiary

  • Energy Transfer Partners in its $768 million drop down of all of the ownership interests in Mid-Atlantic Convenience Stores to Susser Petroleum Partners

  • Conflicts Committee of the Board of Directors of the General Partner of PBF Logistics in the $150 million drop down by PBF Logistics of the Delaware City Heavy Crude Unloading Rack from PBF Energy Company

  • Energy Transfer Partners in the $1.8 billion acquisition of Susser Holdings Corporation, the owner of retail convenience stores and a wholesale fuel distributor, in a unit and cash transaction

  • Hi-Crush Proppants in the drop down of Hi-Crush Augusta, owner of a 1,187-acre facility with integrated rail infrastructure and production capacity of 1.6 million tons of frac sand per year, to Hi-Crush Partners

  • Pioneer Natural Resources in its $1.5 billion stock-for-units merger with Pioneer Southwest Energy Partners, a publicly traded upstream MLP

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