Todd Lowther

Overview

Todd Lowther is a partner in the Tax practice.

He provides tax advice to clients on mergers and acquisitions, oil and gas transactions, and corporate and general business matters, including business formation, reorganization, and partnership and limited liability company structuring. He also has extensive experience in the structuring, organization, and capitalization of private equity funds, and frequently advises management teams from both a transactional and tax perspective. His experience includes a focus on the taxation of natural resources, partnerships, international joint ventures, and other transactions common in the petroleum industry.

Todd also advises and represents clients in tax controversy matters including cases in U.S. Tax Court and U.S. District Court.

Experience

Midstream Oil & Gas

Advising Humble Midstream, an EnCap Flatrock Midstream portfolio company, in its joint development and marketing of a low-carbon hydrogen and ammonia production and export facility with Enbridge Inc. to be located near Corpus Christi, Texas
DT Midstream, Inc. in connection with its private placement of $600 million senior secured notes
Tall Oak Midcon Holdings, LLC, a wholly-owned by EnCap Flatrock Midstream Fund II and EnCap Flatrock Midstream Fund III, in connection with its sale of membership interests in OSGS to an affiliate of Howard Energy Partners
Southcross Energy Partners LLC in connection with its sale all of the issued and outstanding membership interests of Southcross Energy Operating LLC from Southcross to TPL SouthTex Midstream LLC, an affiliate of Targa Resources Corp. for $200 million
Southcross Gulf Coast Transmission Ltd. and Southcross Mustang Transmission Ltd. in connection with its agreement to sell its Upper Gulf Coast Pipeline System to Max Midstream
EnCap Flatrock Midstream, financial sponsor to liquids terminaling and logistics company Moda Midstream, in the companies’ definitive agreement to sell the Moda Ingleside Energy Center and other Moda assets to Enbridge for an enterprise value, net of working capital and cash, of approximately $3 billion, subject to closing adjustments
Cogent Midstream Holdings, LLC and EnCap Flatrock Midstream in connection with the sale of 100% of the equity interests of Cogent Midstream WesTex, LLC, Cogent Midstream Logistics, LLC, Cogent Permian Operating, LLC, Cogent Midstream Marketing, LLC, Cogent Midstream Products, LLC, and Cogent Intrastate Pipeline, LLC to Canes Midstream Holdings, LLC
Plains All American Pipeline and Plains Midstream Canada as borrowers on a $1.35 billion senior unsecured revolving credit facility
EnCap Flatrock Midstream and portfolio companies Tall Oak Midstream II/III on the sale of Tall Oak Midcon, LLC, a midstream services provider in the Mid-Continent, and Tall Oak Woodford, LLC, a midstream services provider in the Arkoma Basin, to affiliates of Tailwater Capital
Citizen Energy on its agreement to acquire all the equity of Blue Mountain Midstream LLC for approximately $111 million
Oryx Midstream, the largest privately-owned midstream operator in the Permian Basin, in its $3.6 billion sale to Stonepeak Infrastructure Partners
DTE Pipeline Company in the $2.65 billion acquisition of gas gathering pipelines, a produced water system, fresh water system and a sand mine in Louisiana
Oryx Midstream in its $135 million acquisition of a crude oil gathering system in the Delaware Basin from Targa Midstream
The Energy & Minerals Group in its joint venture with Tailwater Capital to acquire, through Silver Creek Midstream, Genesis Energy's Powder River Basin assets
Oryx Midstream in connection with forming a JV to acquire Reliance Gathering LLC for $355 million
EnCap Flatrock Midstream in connection with its $1.6 billion sale of Lucid II in a management rollover transaction involving financial buyers associated with Riverstone Holdings and Goldman Sachs
Frontier Midstream IV, a portfolio company of Energy Spectrum Capital, in its joint venture with Concho Oil & Gas to construct, own and operate a crude oil midstream system in the Permian Basin
DTE Pipeline Company in its $275 million acquisition of an additional 30% stake in the Stonewall natural gas gathering system in West Virginia
EnCap Flatrock Midstream, as majority investor, in Tradition Midstream's sale of Shongaloo Midstream to ETC Shongaloo Midstream
Post Oak Energy Capital in its acquisition of Layne Water Midstream, a full cycle water midstream business providing upstream sourcing, disposal, and recycling infrastructure and services in the Delaware and Midland Basins
Delaware basin midstream company on negotiation of $100 million pipe-in-pipe joint venture transaction
EnCap Flatrock Midstream and Toledo Bend Midstream in connection with the sale of the Wildcat Sabine Gathering System in the Bossier-Haynesville shale play
Rangeland Energy II, a portfolio company of EnCap Flatrock Midstream, in its sale to Andeavor
EnCap Flatrock Midstream in connection with Ironwood Midstream II’s acquisition of the Twin Eagle Gardendale Pipeline, a crude oil gathering, transportation, and storage system in Texas
Private Equity Firm in connection with the proposed sale of a midstream portfolio company for $750 million+
EnCap Flatrock Midstream in connection with the sale of EagleClaw Midstream to funds managed by Blackstone Energy Partners and Blackstone Capital Partners for approximately $2 billion
Midstream company in connection with the $33 million sale of a gathering system in the Bossier-Haynesville shale play
Major midstream client regarding tax matters on development of a natural gas fractionation unit, including negotiation of a fabrication/EPC contract
Granite Construction Incorporated in its sale of the Inliner businessto Inland Pipe Rehabilitation LLC, an investment affiliate of J.F. Lehman & Company

Upstream Oil & Gas

Chesapeake Energy Corporation in connection with its $2.65 billion acquisition of 100% of the interests of Chief E&D Holdings LP and associated non-operated interests held by affiliates of Tug Hill, Inc. in the Marcellus Shale
Chesapeake Energy Corporation in connection with its $450 million disposition of its Powder River Basin assets located in Wyoming to Continental Resources, Inc.
Diversified Energy Company, together with Oaktree, in connection with its acquisition of Cotton Valley Shale and Haynesville Shale upstream oil and gas assets and related facilities in Louisiana and Texas from Tanos Energy Holdings III
Citizen Energy on its agreement to acquire ~8,000 BOEPD of production (58% gas and 25% NGLs), 97 operated wells, 400 non-op wells and 28,000 net acres (94% HBP) in the STACK play of Oklahoma from an undisclosed seller for a purchase price of $153 million
Silver Hill Energy Partners III, LLC in connection with its acquisition, through its affiliate Silver Hill Haynesville E&P, LLC, of upstream assets in the Haynesville from EnSight IV Energy Partners, LLC and EnSight Haynesville Partners, LLC
Silver Hill Haynesville E&P, LLC, Larkspur Royalties, LP, and Silver Hill III Midstream, LLC in connection with its agreement to purchase certain oil and gas properties in the Haynesville Shale and membership interests in Cross Lake Gathering, LLC from Pine Wave Energy Partners Operating, LLC, FPCC USA, Inc., and Mammoth Minerals, LLC; resulting in Silver Hill’s 100% ownership of the membership interests in Cross Lake Gathering, LLC.
Post Oak Energy Capital LP in connection with its purchase and sale agreements with SilverBow Resources Operating, LLC for the sale of assets in the Eagle Ford in exchange for stock consideration in SilverBow Resources, Inc.
WhiteHawk Income Corporation in its purchase and sale option agreement with Three Rivers Royalty, LLC. WhiteHawk is focused on acquiring mineral and royalty interests in top tier oil and gas resource plays, including the Permian Basin, Eagle Ford Shale, and Marcellus Shale.
Orion Mine Finance on its agreement to acquire Occidental Petroleum Corporation’s (Oxy) Wyoming, Colorado and Utah Land Grant assets for about $1.33 billion
Southland Royalty Company in its Chapter 11 bankruptcy proceedings
Southland Royalty Company in its sale of Wamsutter assets to Wamsutter E&P, LLC pursuant to chapter 11 bankruptcy plan
Ecopetrol on its joint venture with Occidental Petroleum Corporation to develop 97,000 net acres in the Permian Basin in west Texas
GulfTex Energy IV on the sale of 13,000 acres in the Eagle Ford with producing properties yielding 7,600 boepd to INPEX Americas, a subsidiary of INPEX Corp., Japan’s largest exploration and production company
Oil Search (Alaska) in connection with its exercise of a $450 million option to acquire acreage in the Nanushuk field in Alaska’s North Slope and entry into a bilateral acquisition agreement with Repsol E&P USA Inc. to align ownership
Public Company in connection with the $2 billion sale of 933,000 acres in Ohio/Utica to a private company buyer
EnCap Energy Capital Fund X, L.P. in connection with the sale of Staghorn Petroleum and Staghorn Petroleum II
Private-equity backed upstream E&P company in connection with drilling joint venture with a public company
Management team in connection with the sale of oil and gas interests for $2.8 billion in the Permian Basin
Independent exploration and production company in connection with the activation and sale of oil and gas “top” leases for $43 million in the Permian Basin
Tax partnership on the sale of Permian assets for $1 billion to publicly-traded company

Private Equity and Fund Formation

Management team in connection with the formation and funding of Wing Oil & Gas I, LLC supported by an initial capital commitment from NGP Energy Capital and the management team
ATX Energy Partners LLC in connection with the formation of VTX Energy Holdings, LLC. VTX Energy is supported by a capital commitment from a wholly-owned subsidiary of Vitol, Inc., VTX Energy AIV, LLC, and Management.
EnCap Flatrock Midstream in its $300 million investment into Cardinal Midstream Partners
EnCap Flatrock Midstream Fund IV, L.P. in connection with a $350 million equity commitment in Elysian Carbon Management I, LLC
Evolute Capital in its substantial cash investment to acquire a majority of the equity of eGroup Holding Company, a globally recognized cloud services provider
J.F. Lehman & Company in its investment affiliate’s completed acquisition of the assets of the Narda-MITEQ division and the stock of Narda Safety Test Solutions, GmbH (Narda-MITEQ) from L3Harris Technologies, Inc.
Tatanka Midstream in connection with formation matters including an initial capital commitment of $500 million from Encap Flatrock Midstream
EnCap Flatrock Midstream in connection with a $400 million equity commitment to Ironwood Midstream II
Oryx Midstream in connection with forming a joint venture with Diamondback subsidiary Rattler Midstream LP
Post Oak Energy Capital in its $135 million capital commitment to Layne Water Midstream
The Energy & Minerals Group in its joint venture with Tailwater Capital to increase capital commitments to Silver Creek Midstream
Post Oak Energy Capital and its portfolio company, Layne Water Midstream Resources, in securing a minority investment from The University of Texas/Texas A&M Investment Company
Rangeland Energy III in connection with formation of Rangeland Midstream Canada and expansion of its existing capital commitment from Encap Flatrock Midstream
EnCap Flatrock Midstream in its $400 million equity investment in Lotus Midstream LLC
Various private companies in securing preferred equity financing from private equity capital providers, nontraditional lenders, and institutional equity partners
Multiple energy and infrastructure-related private equity funds regarding fund formation and related matters
Multiple private equity funds on tax issues related to use of “net profits interest” investments by UBTI-sensitive investors

Power & Renewables

EnCap Flatrock Midstream Fund IV, L.P. in connection with a $350 million equity commitment in Elysian Carbon Management I, LLC
Energy services utility holding company in the formation of a joint venture which will develop, own and operate renewable energy projects, and in the joint venture’s acquisition of two fuel cell projects in New York
Private company on tax advice pertaining to Section 45Q carbon sequestration credits
OMERS Infrastructure on its acquisition of Leeward Renewable Energy, LLC from affiliates of ArcLight Capital Partners including 19 wind projects across the U.S. with a total installed capacity of 1.7 GW
Major wind developer and financial institution concerning $225 million tax equity investment in 204 MW wind power project in Texas
Major wind developer and financial institution concerning $265 million tax equity investment in 300 MW wind power project in Texas
Designated lenders’ counsel on multiple project financings involving solar, wind and other renewables asset packages
Tax planning and representation of U.S. ethanol importer regarding income and excise tax credits

Real Estate

Great Elm Capital Management, Inc., a subsidiary of Great Elm Group, Inc., in its acquisition of the investment management agreement for Monomoy Properties REIT, LLC and certain other related assets from Imperial Capital Asset Management, LLC, in exchange for an upfront purchase price and an agreement to invest additional capital into Monomoy REIT
Leader in high-end multifamily development, construction, and property management in connection with a $98 million joint venture to construct a 350-unit Class A luxury multifamily development in Fort Lauderdale, Florida
Multiple real estate developers and commercial real estate investors in negotiating joint venture agreements for commercial real estate development projects
Multiple tax-exempt foundations regarding mixed-use master-planned commercial real estate development projects and structures pertaining to unrelated business taxable income
Multiple commercial real estate private equity funds regarding fund formation issues, cross-border / international, domestic, and state and local tax issues
Developer of luxury multi-family housing in forming a joint venture with publicly-traded REIT to develop a luxury multifamily/mixed-use project

Other

eGroup Enabling Technologies, LLC, an affiliate of Evolute Capital, LLC, in connection with its acquisition of certain assets of Enabling Technologies Corp. of Florida
CVR Partners, LP and its wholly owned subsidiary, CVR Nitrogen Finance Corporation, in connection with their private placement offering of $550 million senior secured notes
The conflicts committee of the general partner, CSI Compressco GP LLC, in CSI Compressco LP’s (CSI) execution of agreements resulting in a series of transactions that enable CSI to redeem all its outstanding senior unsecured notes
ExcelFin Acquisition Corp., a U.S.-based SPAC, on its $200 million IPO and Nasdaq listing of units
The underwriter on the $200 million IPO and NYSE listing of the units of Spree Acquisition Corp. 1 Limited, an Israel-based SPAC targeting companies in the mobility-related technology industry
Investcorp Europe Acquisition Corp I, a Europe-based SPAC targeting consumer and lifestyle, niche manufacturing, and technology sectors on its $345 million IPO and Nasdaq listing of units
ESM Acquisition Corporation, a U.S.-based SPAC targeting businesses in the low carbon economy, on its $300 million IPO and NYSE listing of units
The Conflicts Committee of a publicly traded master limited partnership (MLP) in a $2 billion merger transaction
International logistics and manufacturing business on multiple state and local controversy matters involving disputes in excess of $1 million
Structuring Section 1031 exchange transactions, including build-to-suit reverse exchange transactions
Private equity funds regarding tax issues related to investments by sovereign wealth funds / Section 892 investors
Multiple Canadian investors regarding U.S. tax issues arising in connection with U.S. acquisition, M&A transactions, and other cross-border matters
Issuer of qualifying Section 1202 small business stock in equity raise
Developers, investors, and manufacturers regarding New Markets Tax Credits