Jon Nelsen



P: +1.512.322.2559 F: +1.512.322.3659


P: +1.713.229.1371
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Jon Nelsen focuses on federal income tax matters. He is a member of the Baker Botts Oil and Gas M&A team, and his practice includes planning mergers, acquisitions, reorganizations, joint ventures, and transactions involving major energy companies and master limited partnerships and representing large companies and high net worth individuals in tax controversy matters nationwide.

Mr. Nelsen's extensive tax planning practice includes advising major energy companies on complex mergers and acquisitions involving a broad range of tax issues, including qualification for reorganization treatment and planning for post-acquisition matters. He regularly advises utilities and energy companies on planning and effecting mergers and acquisitions, normalization considerations, and utilizing alternative energy tax incentives, including production and incentive tax credits. He also advises publicly traded partnerships on formation issues, initial public offerings, dropdown transactions, qualifying income planning, and follow-on offerings.

Mr. Nelsen's controversy experience includes representing clients in IRS examinations, appeals, fast track mediations, post-Appeals mediation, and pre-filing agreement negotiations. These matters relate to numerous areas of federal income taxation, including energy and oil and gas tax issues, financial products issues, debt vs. equity issues, depreciation issues, research and development credit issues, casualty loss issues, section 1033 issues, and normalization issues. Mr. Nelsen also has extensive experience advising large companies with respect to competent authority matters, FIN 48 issues, Schedule UTP, working with outside auditors, and financial disclosure issues.

Related Experience

Mergers & Acquisitions

  • NRG Energy, Inc.—acquisition of renewable energy projects both within and outside of Sun Edison’s bankruptcy case
  • Major utility—advised as to potential acquisition of another utility involving Section 338(h)(10) election considerations
  • Large independent E&P company—acquisition of oil and gas assets
  • Large independent E&P company—sale of oil and gas assets
  • Major energy company—acquisition of cogeneration facility
  • Major energy company—acquisition of customer contracts and limited liability company
  • Technology company—sale of company involving complex Section 338(h)(10) considerations
  • Bowie Resources—acquisition of Canyon Fuel Company, LLC from Arch Coal, Inc. for $435 million
  • Waste Connections, Inc.—acquisition of operations and operating subsidiaries of R360 Environmental Solutions, Inc.
  • Transocean Inc.—$58 billion combination with GlobalSantaFe
  • Halliburton Company—acquisition of Boots & Coots
  • Halliburton Company—acquisition of Multi-Chem Group, LLC
  • Petroleum Geo-Services ASA—sale of onshore data acquisition business and related onshore seismic data library, involving the sale of stock and assets in the U.S. and around the world

Alternative Energy

  • Sunnova Energy Corporation—asset-backed securitization collateralized by a pool of distributed generation solar assets
  • Major solar developer—implementation of residential lease facility
  • Major manufacturer—advice as to the availability of production tax credits, investment tax credits, and Treasury Grants for producing electricity from landfill gas facilities
  • Major utility—assisted in obtaining Smart Grid grants
  • Solar lease provider—structuring to claim Treasury Grants

Tax Litigation/Controversy

  • Major energy company—competent authority and MAP negotiations
  • Real estate investment company—case before IRS Appeals involving a complete IRS concession on debt vs. equity issue
  • Bank holding company—case before IRS Appeals on bad debt deduction
  • Major E&P company—case before IRS Appeals on application of straddle and interest capitalization rules
  • Major E&P company—fast track mediation with IRS Exam and IRS Appeals on application of bonus depreciation rules
  • Major oil field services company—case before IRS Appeals on research and development credit issues
  • Major energy company—case before IRS Appeals on oil and gas hedging issue
  • Industry leader—post appeals mediation relating to scope of Section 172(f)
  • Major receivership—handled federal tax issues related to receivership proceeding
  • Major telecommunications company—fast track mediation on application of straddle and interest capitalization rules
  • Major energy company—representation throughout audit process before IRS Exam and IRS Appeals with respect to a range of issues, including casualty loss deductibility
  • CenterPoint Energy—contested rate case before the Texas Public Utility Commission relating to consolidated tax savings adjustment, FIN 48 and Medicare Part D issues
  • Leading education company—Section 1033 issues

Tax Partnerships

  • NYSE-listed oil and gas company—formation of an approximately $3.5 billion midstream natural gas pipeline joint venture
  • The Energy & Minerals Group—special purpose fund and the formation of, and investment in, American Energy-Utica, LLC
  • Tallgrass Energy Partners, LP—initial public offering
  • Linn Energy, LLC—initial public offering of limited liability company interests of LinnCo, LLC
  • Leading energy investment private equity firm—numerous engagements in the purchase of offshore pipelines, the purchase of membership interests in a pipeline joint venture, the purchase of natural gas and solid-fuel generation facilities, and the formation of a joint venture with a leading midstream energy company
  • Major commercial real estate developer—complex partnership arrangements and restructurings
  • Wind turbine manufacturer—joint venture with operator to take advantage of Treasury grants
  • Wind energy investor—joint venture with operator to take advantage of state and Treasury grants

International Structuring

  • Transocean Inc.—redomestication from the Cayman Islands to Switzerland
  • Noble Corporation—reincorporation from the Cayman Islands to Switzerland
  • E&P company—formation of a new LNG joint venture

Awards & Community

Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2013, 2014, 2015, 2016, 2017 & 2018


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