FacultyFaculty/Author Profile
Ryan K. Carney

Ryan K. Carney

Vinson & Elkins LLP

Houston, TX, USA


Ryan’s practice focuses on the tax aspects of domestic and international business transactions, primarily within the energy sector. He has extensive experience with the taxation of publicly traded partnerships, master limited partnerships (MLPs), private equity transactions and structures, mergers and acquisitions, reorganizations, and capital markets transactions.

Over the last ten years, Ryan has represented issuers and underwriters in more than 45 MLP initial public offerings and more than 140 follow-on offerings, as well as multiple mergers, acquisitions, and financing transactions. He has particular experience in advising MLPs and prospective MLPs in connection with qualifying income matters and seeking private letter rulings and other guidance from the Internal Revenue Service.

Representative Experience

  • Enviva Partners, LP in its $230 million initial public offering of common units
  • Quintana Energy Partners in its acquisition of Cimarron Acid and Frac, a portfolio company of Annapurna Capital Management
  • Underwriters to Shell Midstream Partners, L.P. in its $1.1 billion initial public offering of common units
  • Columbia Pipeline Partners LP in its $1.2 billion initial public offering of common units
  • Westlake Chemical Partners LP in its $311 million initial public offering of common units
  • Targa Resources Partners and Targa Resources Corp. in the $7.7 billion acquisition of Atlas Pipeline Partners and Atlas Energy
  • Devon Energy Corporation 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

Master Limited Partnerships

  • 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
  • Antero Midstream Partners LP in its $1.15 billion initial public offering of common units
  • Underwriters to USD Partners LP in its $155 million initial public offering of common units
  • Dominion Midstream Partners, LP in its $423 million initial public offering of common units
  • Viper Energy Partners LP in its $150 million initial public offering of common units
  • ARC Logistics Partners LP in its $129 million initial public offering of common units
  • Sprague Resources LP in its $153 million initial public offering of common units

Mergers & Acquisitions

  • MarkWest Energy Partners in connection with its agreement with MPLX, the master limited partnership sponsored by Marathon Petroleum Corporation, whereby MPLX would acquire MarkWest Energy Partners, creating an MLP with a $21 billion market value
  • Hiland Partners in the $3 billion sale of the company to Kinder Morgan
  • Eagle Rock Energy Partners in the $1.325 billion contribution of its midstream business to Regency Energy Partners
  • Spectra Energy Corp. in its $11+ billion agreement with Spectra Energy Partners to drop down Spectra Energy’s remaining U.S. transmission, storage, and liquids assets to Spectra Energy Partners
  • Inergy, L.P. and Inergy Midstream, L.P. in an $8 billion multistep combination transaction with Crestwood Midstream Partners LP and Crestwood Holdings LLC
  • Inergy in the $1.8 billion sale of its retail propane business to Suburban Propane Partners
  • MarkWest Energy Partners in its $950 million joint venture with The Energy & Minerals Group for the construction and operation of midstream infrastructure in the Utica Shale, and subsequent increase of EMG’s funding commitment to the joint venture
  • Azure Midstream Energy in the $162.5 million contribution of its Legacy gathering system to Marlin Midstream Partners as well as its acquisition of the general partner of and 90% of the incentive distribution rights in Marlin Midstream Partners
  • Energy Transfer Equity in the $900 million acquisition of the general partner of Regency Energy Partners and the sale of its interests in the Midcontinent Express Pipeline to Regency Energy Partners

Prior results do not guarantee a similar outcome.

Education

  • Southern Methodist University School of Law, J.D. magna cum laude, 2005 (Order of the Coif; Phi Delta Phi Legal Fraternity; Associate Managing Editor, SMU Law Review)
  • Texas A&M University, B.B.A., 2001
  • Admitted to practice: Texas, 2005

Recognition

  • Chambers USA, Tax (Texas), 2011−2016
  • Legal 500 U.S., Tax Controversy, 2014 and 2015; International Tax, 2014; Domestic Tax, 2015
  • Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2009−2012, 2014−2016
  • The Best Lawyers in America© (Woodward/White, Inc.), Tax Law, 2016−2017

Activities

  • Member: Tax Section, American Bar Association; Tax Section, Houston Bar Association; Houston Young Lawyers Association

Insights

  • “Passthrough Corporations & Publicly Traded Partnerships (PTPs),” PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, Chicago, Illinois, November 3, 2016
  • "Raising Capital in Challenging Environments," Tax Executives Institute - Houston Chapter, Houston, Texas, February 19, 2016
  • "Qualifying Income," Tax Executives Institute - Houston Chapter, Houston, Texas, February 19, 2016
  • "Proposed Regulations under Section 751," Tax Executives Institute Houston Chapter 27th Annual Tax School, May 5, 2015
  • “Trends in Energy Transactions,” V&E Client Presentation, Houston, Texas, November 7, 2013
Ryan K. Carney is associated with the following items:
CHB Chapters  CHB Chapters Pass-through Corporations and Publicly Traded Partnerships (PowerPoint slides) - Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2016, Tuesday, October 18, 2016
Publicly Traded Partnerships (PowerPoint slides) - Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2017, Friday, June 09, 2017
Web Segment  Web Segment Publicly Traded Partnerships - Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2017, Friday, June 09, 2017
MP3 Audio  MP3 Audio Publicly Traded Partnerships - Publicly Traded Partnerships , Friday, June 09, 2017
MP4 - Mobile Video Seg  MP4 - Mobile Video Seg Publicly Traded Partnerships - Publicly Traded Partnerships , Friday, June 09, 2017
On-Demand Web Programs  On-Demand Web Programs Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2017, Saturday, June 24, 2017, San Francisco, CA
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