Greg Nelson Partner, Tax Department gregnelson@paulhastings.com Greg Nelson is office chair of the firm s Houston office and a partner in the Tax practice of Paul Hastings. He concentrates his practice on federal income taxation, with particular emphasis on the tax issues that relate to corporations and partnerships in the energy sector. Mr. Nelson regularly counsels clients regarding tax issues related to private equity transactions and publicly traded partnerships. He also works on the taxefficient structuring of corporate mergers, acquisitions and dispositions, including taxable sales and tax-free reorganizations. Recent Representations Master limited partnership engagements, including CrossAmerica Partners, LP, NuStar Logistics L.P., Atlas Resource Partners LP, and Vanguard Natural Resources LLC. Representation includes advice related to the evaluation of qualifying income issues, and the use of tax-efficient techniques for the capitalization of the issuer Represented the conflicts committee of Crestwood Midstream Partners LP (NYSE:CMLP) in the $7.5 billion merger of CMLP with Crestwood Equity Partners LP (NYSE:CEQP) Represented the conflicts committee of Crestwood Midstream Partners LP (CMLP) in CMLP's joint purchase with Brookfield Infrastructure Group of the Tres Palacios natural gas storage facility from Crestwood Equity Partners LP for $130 million Represented CST Brands, Inc. (CST) in the purchase of the general partner and the incentive distribution rights of CrossAmerica Partners LP (CAPL) (formerly Lehigh Gas Partners LP) from the Topper Group Represented CST Brands, Inc. (CST) in the sale of 5% limited partner interest in CST s wholesale fuel supply business to CrossAmerica Partners LP for $50.4 million Represented CST Brands, Inc. (CST) in two dropdown transactions to Houston T: 1(713) 860-7304 F: 1(713) 353-2144 Practice Areas Energy Master Limited Partnerships (MLPs) Oil and Gas Tax Advisory Tax Litigation and Controversy Admissions Texas Bar Education The George Washington University, B.A. 1978 University of Virginia, School of Law, J.D. 1981
CrossAmerica Partners LP for total consideration of approximately $261.5 million, including sale of the real property associated with recently constructed stores and sale of a 12.5% interest in CST s wholesale fuel supply business Represented CrossAmerica Partners LP (CAPL) in the public offering of 4,600,000 common units representing limited partner interests in CAPL for approximately $159.4 million Represented NuStar Logistics, L.P. in public offering of $300 million of its 6.750% senior notes due 2021 Representing Vanguard Natural Resources, LLC (NASDAQ: VNR) (Vanguard) in the negotiation of a definitive Agreement and Plan of Merger to acquire Eagle Rock Energy Partners, L.P. (NASDAQ: EROC) ( Eagle Rock ), in exchange for common units representing limited liability company interests in Vanguard, implying a transaction value of approximately $614 million, including the assumption of Eagle Rock s existing debt Representing Vanguard Natural Resources, LLC (Vanguard) in the negotiation of a definitive Purchase Agreement and Plan of Merger to acquire LRR Energy, L.P. and its general partner, LRE GP, LLC (the General Partner ), in exchange for common units representing limited liability company interests in Vanguard, implying a transaction value of approximately $539 million, including the assumption of LRR Energy s existing debt Represented Tall Oak Midstream in the sale of assets to Enlink for $1.55 billion Represented Vanguard Natural Resources, LLC in the tax aspects of its bankruptcy reorganization Halliburton Company initial public offering of KBR, Inc., followed by a tax-free exchange offer by Halliburton of shares of KBR common stock for outstanding shares of Halliburton common stock, including obtaining an IRS ruling that the exchange offer was tax-free to Halliburton Company and the exchanging Halliburton shareholders Represented TEPPCO Partners, L.P. in its merger with Enterprise Products Partners, L.P. Reliance Industries, Inc. -- negotiated the tax aspects of Reliance's investment in Pioneer Natural Resources' Eagle Ford shale properties Reliant Energy, Incorporated (now CenterPoint Energy, Inc.) spin-off of Reliant Resources, Inc., including obtaining an IRS ruling that the spin-off was tax-free to CenterPoint Energy, Inc. and its shareholders Accolades and Recognitions Recognized as a Leading Lawyer for Tax by Chambers USA, 2007-2017 Listed in Who's Who Legal - Corporate Tax, 2014-2017 Listed in The Legal 500 United States, 2010-2016
Listed in The Best Lawyers in America, 2001-2017 Speaking Engagements and Publications Delaware Supreme Court Reaffirms MLPs Freedom to Contract Out of Fiduciary Duties (July 31, 2013) IRS Issues Proposed Regulations Regarding Energy Master Limited Partnerships (May 08, 2015) IRS Ends Moratorium on Private Letter Rulings Related to Qualifying Income for Master Limited Partnerships (March 09, 2015) National Association of Publicly Traded Partnerships Investor Conference, Federal Tax Update (May 2015) Master Limited Partnership Association Investor Conference (June 2016) Federal Tax Update (June 2017) Tax Issues in the Disposition of Oil & Gas Assets, Chapter 12, Thirty-Third Annual Energy & Mineral Law Institute, Volume I, The Energy & Mineral Law Foundation (June 24, 2012) Cancellation of Indebtedness for Publicly Traded Partnerships, Vol. V, LSU Journal of Energy Law and Resources 283 (2017) Professional and Community Involvement State Bar of Texas United States Court of Appeals for the Federal Circuit United States Court of Federal Claims United States Tax Court Houston Methodist Hospital System, Chairman, Board of Directors Houston Methodist Research Institute, Member, Board of Directors, Former Chairman Memorial Assistance Ministries, Member, Board Emeritus, Former Chairman Education University of Virginia School of Law, J.D., 1981 George Washington University, B.A., 1978, (Eta Sigma Phi, Phi Eta Sigma) News December 21, 2018 CrossAmerica and Alimentation Couche-Tard Announce Agreement for Series of Asset Exchanges October 25, 2018
Enable Midstream Partners to Acquire Assets of Velocity Midstream Partners August 08, 2018 Lotus Midstream to Acquire Centurion Crude Oil Pipeline and Related Assets in Texas, New Mexico and Oklahoma from Occidental Petroleum Corporation June 04, 2018 Osprey Energy Acquisition Corp. Acquires Royal Resources Assets from Blackstone in $894 Million Business Combination May 30, 2018 Targa Resources Expands Joint Venture with Sanchez Midstream Partners May 11, 2018 2018 May 04, 2018 Great Salt Plains Midstream Acquires Thunderbird Midstream December 20, 2017 MVP Holdings, Energy Spectrum and Chisholm Oil & Gas Announce Formation of STACK Oil and Gas Midstream Joint Venture, Great Salt Plains Midstream, LLC August 02, 2017 Vanguard Natural Resources Successfully Completes Financial Restructuring July 19, 2017 EnCap Flatrock Midstream and Tall Oak Midstream Announce Formation of Tall Oak Midstream III, LLC June 05, 2017 2017 June 08, 2016 2016 January 26, 2016
Energy Veteran Joins Paul Hastings in Houston to Lead Oil and Gas Group December 07, 2015 Tall Oak Midstream Sells TOM-STACK, LLC and TOMPC LLC to EnLink Midstream July 24, 2015 Kayne Anderson Capital Advisors Agrees to Merge with Ares Management LP June 16, 2015 CrossAmerica Partners LP Announces Public Offering of Common Units June 15, 2015 CST Brands Announce Dropdown Transactions May 21, 2015 Paul Hastings Represents Vanguard Natural Resources, LLC in unit-for-unit acquisition of Eagle Rock Energy Partners, L.P. May 20, 2015 2015 May 06, 2015 Crestwood Equity Partners LP And Crestwood Midstream Partners LP Announce $7.5 Billion Merger April 27, 2015 Tall Oak Midstream Receives Additional Equity Investment From Encap Flatrock April 21, 2015 Vanguard Natural Resources, LLC to Acquire LRR Energy December 17, 2014 Paul Hastings Advises CST Brands in Drop Down Transaction to CrossAmerica Partners November 24, 2014 Paul Hastings Advises Conflicts Committee of Crestwood Midstream Partners in its Joint Purchase with Brookfield Infrastructure of Tres Palacios Natural Gas Storage from Crestwood Equity Partners
October 16, 2014 Paul Hastings Represents Tall Oak Midstream in $100 Million Financing September 15, 2014 Paul Hastings Represents SHD Oil & Gas, LLC in Amended and Upsized $200 Million Notes Facility September 05, 2014 Paul Hastings Represents Castex Energy in Investment from Riverstone August 06, 2014 Paul Hastings Represents CST Brands in Purchase of the General Partner of Lehigh Gas Partners LP June 25, 2014 Paul Hastings Represents Tall Oak Midstream in $400 Million Equity Investment May 27, 2014 2014 April 23, 2014 Paul Hastings Adds Master Limited Partnership Energy Lawyer to Houston Office February 14, 2014 Paul Hastings Advises Atlas Resource Partners, L.P. in Acquisition of Natural Gas Reserves in West Virginia and Virginia February 11, 2014 Paul Hastings Advises Tall Oak Midstream in Initial Equity Investment August 20, 2013 Paul Hastings Advises NuStar Logistics, L.P. in $300 Million Senior Notes Offering August 13, 2013 Paul Hastings Introduces Global Oil & Gas Application July 11, 2013 Paul Hastings Houston Office Expansion Continues with Addition of Energy-
Focused M&A Partner June 05, 2013 Paul Hastings Extensive Practice Strength Highlighted in The Legal 500 United States 2013 May 27, 2013 Paul Hastings Employment Practice Honored with Chambers ''Award for Excellence'' and Firms Leading Practices and Lawyers Ranked in Chambers USA 2013 June 07, 2012 Paul Hastings Excels in Chambers USA 2012 Guide April 23, 2012 Paul Hastings Announces Opening of Houston Office and Addition of Leading Energy-Focused Transactional Partners Insights May 08, 2015 IRS Issues Proposed Regulations Regarding Energy Master Limited Partnerships March 09, 2015 IRS Ends Moratorium on Private Letter Rulings Related to Qualifying Income for Master Limited Partnerships May 16, 2014 What are the most significant trends shaping the oil and gas industry today? October 07, 2013 Tax Considerations for Publicly Traded Partnerships July 31, 2013 Delaware Supreme Court Reaffirms MLPs Freedom to Contract Out of Fiduciary
Duties Rankings & Awards May 15, 2018 Recognized by Chambers USA 2018 June 05, 2017 Recognized by Chambers USA 2017 June 08, 2016 Recognized by Chambers USA 2016