Jon Nelsen


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P: +1.512.322.2559 F: +1.512.322.3659


P: +1.713.229.1371

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