Corporate Tax

Holland & Knight's attorneys provide creative tax advice in corporate and general business matters, helping companies form, reorganize and, when necessary, dissolve their business entity structures to take maximum advantage of increasingly complex tax laws. Our lawyers are well versed in all tax aspects of business combinations involving stock and asset purchases and sales, leveraged buyouts, mergers and spinoffs, including tax-free reorganizations through acquisition and divestiture.

Our attorneys show clients the most tax-efficient approaches to financing their growth through public debt and equity issues, debt and equity restructurings, and sophisticated public and private financing transactions. When troubled companies seek relief under the bankruptcy code, our tax advice can help maximize value and realize the greatest return from any necessary reorganization or liquidation.

We also provide general corporate tax advice relating to business operations and tax reporting and consolidated returns. Our attorneys regularly obtain technical advice and private letter rulings from the IRS on specific transactions.

Representative Experience

• Provided tax structuring advice and negotiated the definitive documentation relating to Silver Hill Energy Partners' sale of oil and gas properties in the Permian Basin to RSP Permian Inc. in exchange for $1.25 billion of cash and 31 million RSP shares (approximately 20 percent of the company), implying a total purchase price of approximately $2.4 billion
• Provided tax advice in connection with the merger of Yates Petroleum Corporation with EOG Resources Inc., in a deal valued at approximately $2.4 billion
• Provided tax advice to Brazos Midstream Holdings in connection with the $1.75 billion sale of its Delaware Basin subsidiaries to a subsidiary of North Haven Infrastructure Partners (NHIP)
• Provided tax advice to Ajax Resources in connection with the sale of its northern Midland Basin assets for $1.24 billion in cash and stock to Diamondback Energy
• Provided tax advice to Tailwater Capital in connection with the formation of its third fund, Tailwater Energy Fund III LP, which raised $1 billion in commitments
• Provided tax advice to Scout Energy Partners in connection with closing its fourth fund at its $500 million hard cap
• Represented sponsor holder in a simplification transaction involving Antero Midstream GP LP Antero Midstream Partners LP and Antero Resources Corporation
• Provided tax advice to the conflicts committee in connection with the merger of American Midstream Partners LP with an affiliate of ArcLight Energy Partners Fund V LP
• Provided tax advice to Yorktown Energy Partners X LP, the largest owner of Solaris Oilfield Infrastructure LLC, in connection with a $121 million initial public offering (IPO) utilizing an Up-C structure with a tax receivable agreement
• Provided tax advice to Roan Holdings LLC in connection with the combination of its Oklahoma SCOOP and STACK assets with similar assets held by Linn Energy Inc. to form Roan Resources Inc.
• Provided tax advice to Step Energy Services Ltd. in connection with the purchase of all of the shares of Tucker Energy Services Holdings Inc.
• Provided tax advice to SJW Group in connection with the sale of its wholly owned subsidiary, Texas Water Alliance Limited, to Guadalupe-Blanco River Authority
• Represented an existing publicly traded master limited partnership (MLP) in evaluating and implementing a "check the box" tax election to be treated as a corporation for federal income tax purposes
• Represented a client in connection with a strategic investment from a major private equity firm
• Assisted a weather protection contractor with all aspects of the sale of the company
• Tax counsel to Finance of America in its acquisition by a special purpose acquisition company (SPAC) in an Up-C structure, with a transaction value of $1.9 billion
• Tax counsel to a large community bank in several acquisitions structured as Type A reorganizations
• Tax counsel to an international cellphone services company with respect to foreign acquisitions and international restructuring