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 adversarial matters with federal, international, state, and local taxing authorities, as well as in alternative dispute resolution procedures. Additionally, his experience includes tax cases in U.S. Tax Court and U.S. District Court involving taxpayers with previously unaddressed income characterization issues.

• Private equity sponsor in connection with $1.6 billion sale of a midstream company equity investment in a 2018 management rollover transaction involving two financial buyers
• Private equity sponsor on 2018 formation of multi-party midstream JV focused on STACK play
• Private equity sponsor in connection with 2017 sale of midstream assets for $2 billion in the Permian Basin
• Management team in connection with 2017 sale of oil and gas interests for $2.8 billion in the Permian Basin
• Independent exploration and production company in connection with 2017 activation and sale of oil and gas “top” leases for $43 million in the Permian Basin
• Tax partnership on 2017 sale of Permian assets for $1 billion to publicly-traded company
• Counsel on 2017 fund formation engagement for “net profits interest” oil and gas resource fund seeking $400 million in commitments
• Private equity sponsor in making $1.1 billion in equity commitments to three energy companies during Q1 2017
• The Conflicts Committee of a publicly traded master limited partnership (MLP) in a $2 billion merger transaction
• Management buyout team in connection with acquisition of LNG services business
• Major midstream client regarding tax matters on development of a natural gas fractionation unit, including negotiation of a fabrication/EPC contract
• Major wind developer and financial institution on Texas tax issues concerning $225 million and $265 million tax equity investments, respectively, in 204 MW and 300 MW wind power projects in Texas
• International logistics and manufacturing business on multiple state and local controversy matters involving disputes in excess of $1 million
• $6.5 billion private equity fund on equity investments in upstream oil and gas production transactions
• $3 billion private equity fund on equity investments in series of midstream and infrastructure investments
• Portfolio companies and management teams in securing commitments from private equity funds ranging from $3 million to $500 million
• U.S. refiner on multiple state and local controversy matters involving disputes in excess of $5 million
• 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
• Investors on combined $3.45 billion sale of upstream and midstream assets in STACK play
• Exploration company on $500 million sale of Eagle Ford assets
• Midstream company on formation of asset-level JV and acquisition of pipeline gathering system
• Midstream private equity fund on tax matters related to sale of equity stake in Bakken crude oil transportation hub and terminal system
• Salt water disposal company in securing $20 million mezzanine debt facility
• 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
• Structuring Section 1031 exchange transactions, including build-to-suit reverse exchange transactions
• Multiple energy and infrastructure-related private equity funds regarding fund formation, acquisitions and divestitures, restructurings, state and local tax issues, and Bollinger-type agency arrangements designed to accommodate indirect foreign investment in U.S. federal leases
• Private equity funds regarding tax issues related to investments by sovereign wealth funds / Section 892 investors
• Oil and gas exploration companies involving the spin-off of overriding royalty interests, acquisition and divestiture of oil and gas properties, formation of new business entities, and negotiation of tax partnership agreements, and development and implementation of various state and local tax planning structures
• Multiple Canadian investors regarding U.S. tax issues arising in connection with U.S. acquisition, M&A transactions, and other cross-border matters
• Oil and gas company regarding the restructuring of incentive compensation arrangement in advance of an IPO
• Developer of luxury multi-family housing in forming a joint venture with publicly-traded REIT to develop a luxury apartment complex in Houston
• Issuer of qualifying Section 1202 small business stock in equity raise
• Developers, investors, and manufacturer regarding New Markets Tax Credits
• Tax planning and representation of U.S. ethanol importer regarding income and excise tax credits

Professional Affiliations

• Board of Advisors and Department Head, Corporate Taxation (previously Business Entities), Current Developments, 2016-2018
• Member, State Bar of Texas Tax Section
  • Vice-Chair, Energy and Natural Resources Committee, 2016-2018
• Participant, Leadership Academy, State Bar of Texas Tax Section, 2012-2013

Awards & Accolades

• The Best Lawyers in America® by Woodward/White Inc. (Tax Law); 2018
• Texas Rising Stars® by Thomson Reuters (Tax); 2012, 2014–2018
• “Recommended Attorney,” The Legal 500 US by Legalese (Tax: U.S. Taxes: Non-Contentious); 2017