Robert Jacobson

Prior to joining Willkie, Robert was a partner at Bracewell LLP.

• The Legal 500 United States, U.S. Taxes - Non-Contentious, 2023

• Houston Bar Association, Tax section

• Houston Young Lawyers Association 

• Co-author, “Renewable Energy Country Comparative Guide,” The Legal 500 (June 9, 2023)
• Panel Speaker, "Public And Private Oil and Gas Partnerships," PLI’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances Conference, April 27, 2023
• Panel Speaker, "1031 Update for Oil & Gas," 15th Biennial Parker C. Fielder Oil and Gas Tax Conference, November 21, 2019.
• Panel Speaker, “Everything You Need to Know About the New Partnership Liability and Disguised Sale Rules,” PwC’s MLP User Conference (November 8, 2016)
• Panel Speaker, “Qualifying Income of PTPs, What’s In (and What’s Out),” ABA Section of Taxation, 2016 Joint Fall CLE Meeting, September 30, 2016
• Panel Speaker, "Oil and Gas Property Purchase and Sale Transactions," 13th Biennial Parker C. Fielder Oil and Gas Tax Conference, November 19 and 20, 2015
• Co-Author, Tax Issues In Selling Versus Leasing Oil And Gas Interests, Law360 (June 20, 2016)
• Co-Author, “Section 336(e): A More Flexible Method to Effect Deemed Asset Sales,” The Texas Tax Lawyer Newsletter, Vol. 41, No. 1, Fall 2013

Robert's representative matters* include:

Energy Private Equity and Renewables

• Tax equity investors with respect to the development and financing of utility-scale solar projects utilizing a variety of structures, including partnership flip transactions and tax credit transfers
• Silver Hill Eagle Ford E&P, LLC and Silver Hill Energy Operating, LLC on the formation of Caprock Midstream STX, LLC, a joint venture between Silver Hill and Caprock Midstream II
• Cresta Fund Management in its investment in Lapis Energy LP
• Sentinel Midstream LLC, a portfolio company of Cresta Fund Management, on a joint venture investment with ExxonMobil to form Enercoast Midstream Louisiana LLC
• Oak Nation, a subsidiary of the Charlois Group, in the acquisition of Kelvin Cooperage
• Pan Energy Infrastructure Fund in its investment in Trinity Gas Storage, LLC
• Haddington Ventures in connection with the sale of a majority interest in the ACES Delta green hydrogen platform to Chevron
• Mitsui & Co., Ltd. in its participation agreement with Sempra Infrastructure, TotalEnergies and Mitsubishi Corporation for the development of the Hackberry Carbon Sequestration project
• SG Energy, a US energy company and a fully owned subsidiary of Supergas Energy, an Israeli energy company traded on the Tel Aviv Stock Exchange, in its investment in Balanced Rock Power, a Utah-based company that develops, invests in, and sells renewable energy projects throughout North America
• Panamint Capital, an energy transition platform, in structuring and negotiating new investment structure and equity and debt investments and commitments totaling over $2 billion from an affiliate of Global Atlantic, an insurance company subsidiary of KKR
• Caliche Development Partners II, an energy storage business, in its capital commitment transaction with Orion Infrastructure Capital and GCM Grosvenor and two related acquisitions
• PBF Energy on formation of a renewable diesel joint venture with Eni Sustainable Mobility
• Longbow Capital Inc. in its investment in Amped Up Power Solutions
• Energy Spectrum in the sale of Coastal Caverns, Caliche Development Partners’ energy storage platform
• Haddington Ventures on the creation of a $650 million equity syndication program to finance construction of the world’s largest green hydrogen platform
• Black Knight Energy, a private energy company formed to pursue the acquisition and development of large, cash flowing oil and natural gas assets across the lower 48 states, and its management team in its $500 million equity commitment from Kayne Anderson Capital Advisors
• Colony Capital in its joint venture between Colony HB2 Energy and California Resources Corporation to fund up to $500 million for the development of CRC’s flagship Elk Hills field, located in the San Joaquin Basin
• Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform
• York Tactical Energy Fund in a $125 million strategic asset-level joint venture in the DJ Basin with Bayswater Natural Resources Fund III
• Glendale Energy Ventures in its $500 million joint venture platform with TPG Sixth Street Partners to pursue acquisitions of non-operated oil and gas properties
• Carnelian Energy Capital II, L.P., a fund managed by Carnelian Energy Capital Management, in connection with equity commitments to upstream oil and gas companies SandPoint Resources, LLC, Veritas Permian II, LLC and Percussion Petroleum
• Bayou City Energy in a DrillCo transaction between its affiliate BCE Roadrunner LLC, and Chaparral Energy, L.L.C. to jointly develop Chaparral's STACK acreage in Canadian and Garfield Counties, Oklahoma
• Houston Energy in its venture with a third party private equity firm for the exploration and development of certain deepwater Gulf of Mexico non-operated exploratory projects
• Denham Capital Management LP in its development of an equity line commitment structure for portfolio companies investing in mineral and royalty interests, including Denham's equity line commitments to Bradford Minerals and Horizon Resources
• a leading global private equity firm in the formation of a strategic partnership with an oil and gas company focused on developing unconventional assets in the Appalachian Basin
• a leading global private equity firm in the formation of a strategic partnership to invest in oil and gas properties in Oklahoma
• a leading global private firm in the formation of a joint venture with up to $600 million of equity commitment that will focus on oil and gas opportunities in the Gulf Coast and Gulf of Mexico regions
• a leading private equity firm in an equity commitment of up to $300 million in a company engaged in oil and gas exploration in Oklahoma
• a large private equity firm in its $400 million line of equity investment in an exploration and production company that is focused on the acquisition and development of oil and gas liquids resources in the Permian Basin
• a large private equity firm in investments in a private exploration and production company in Alaska
• a private equity firm in connection with the formation of a joint venture that enabled the oldest continuously operated refinery on the east coast to continue operating
• a private equity firm in the recapitalization of a service provider for manufacturing companies that build oil and gas machinery

Energy and Natural Resource Mergers, Acquisitions and Divestitures

• Larkspur Royalties, LP, an affiliate of Silver Hill Energy Partners, LP, on the sale of its oil and gas mineral assets in the Midland Basin in Texas to Pegasus Resources III,  LLC and McMullen Minerals II, LP
• Easton Energy, a portfolio company of Cresta Fund Management, on the sale of its Gulf Coast Liquids Pipeline System to ONEOK, Inc. for approximately $280 million
• Pickering Energy Partners and its affiliates in the sale of non-operated oil and gas assets in the Permian Basin to Vital Energy, Inc.
• Layne Water Midstream Holdings, LLC in the sale of its interests in Layne Water Midstream Resources, LLC and its subsidiaries
• Silver Hill Energy Partners, LP on the acquisition of oil and gas assets in North Dakota from Liberty Resources II, LLC
• Mitsui & Co., Ltd. in the divestiture of its Kaikias assets in the U.S. Gulf of Mexico to Shell Offshore Inc.
• OneRock Energy Holdings, LLC in the acquisition of Northwoods Management Company and certain related entities
• AccessESP, a portfolio company of Lime Rock Partners, in its acquisition by Baker Hughes
• Management of team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight for a purchase price of $930 million
• Samson Resources II, LLC in the $525 million sale of its East Texas and North Louisiana Assets to Rockcliff Energy II LLC
• BCE-Mach LLC, a partnership between Bayou City Energy Management LLC and Mach Resources, in the acquisition of producing oil and gas properties located in Barber and Harper Counties, Kansas
• a leading global private equity firm in its $2.675 billion acquisition of a 50% interest in a strategic joint venture with a leading independent energy company that owns midstream crude oil and natural gas infrastructure assets in the Bakken Shale
• one of the largest energy infrastructure companies in North America in the sale of a 50% equity interest in an approximately 7,000-mile natural gas pipeline system in a transaction valued at $4.15 billion
• one of the largest energy infrastructure companies in North America in the sale to a leading private equity firm of a 50% equity interest in a project to develop, construct, own and operate a pipeline that would transport previously refined or fractionated natural gas liquids, including ethane and ethane-propane mixtures
• a leading private equity firm in the sale of producing properties as well as developed and undeveloped acreage for $325 million
• a private equity firm in its $7 billion acquisition of a leading North American oil and gas producer
• petroleum and natural gas exploration and production company in the sale of approximately 25,000 net acres in the DJ Basin for $270 million
• petroleum, natural gas and natural gas liquids exploration and production company in the sale of producing properties in the Maverick Basin covering approximately 146,000 acres and 127 wells
• oil and gas exploration and production company in the sale of approximately 24,000 gross acres for $61.5 million
• private equity backed exploration and production company in its sale of oil and gas assets for over $800 million
• MLP in its acquisition of a 50% interest in a 135-mile pipeline that transports crude oil from Cushing, Oklahoma to El Dorado, Kansas
• multinational electricity and gas utility company in its sale of ownership interests in a pipeline system to an MLP in exchange for the issuance of approximately 8.6 million common units having a value of approximately $286.5 million
• MLP in a merger with another MLP valued in excess of $5 billion
• compression company in the $435 million sale of its field solutions business
• MLP in an approximately $200 million purchase of over 200 retail gasoline stations.
• MLP in an acquisition of more than $180 million of compression assets
• MLP in an acquisition of a wholesale fuel and lubricants distribution business
• MLP in a $185 million acquisition of a business engaged in natural gas treating services
• an engineering, construction and maintenance company in a $300 million divestiture of its energy and chemical division

Master Limited Partnerships and Capital Markets

• issuers and underwriters in more than 10 initial public offerings of equity securities of MLPs, providing structuring and qualifying income advice
• issuers or underwriters in follow-on equity offerings of MLPs
• MLPs by providing continuous advice regarding (i) qualifying income and (ii) structuring acquisitions and dropdowns in a tax-efficient manner
• numerous MLPs in obtaining private letter rulings from the IRS

Private Equity

• Trive Capital on its acquisition of M.S.M. Industries in exchange for an aggregate combination of $65 million in cash and equity
• Trive Capital on its acquisition of Hera Technologies and Hera Technologies from Hera Companies in exchange for a combination of cash and equity
• The Colt Group, a portfolio company of The CapStreet Group, in its acquisition of R.J. Stacey, LTD., provider of online pipe repair, services and maintenance to industrial clients
• The Colt Group, a portfolio company of The CapStreet Group, in its acquisition of Plant Services, LLC and PSI Metal Works, LLC, providers of leak repair, field machining, line isolation, bolting/torquing and valve insertion services to industrial clients
• SmartSights Technologies, LLC, a portfolio company of The CapStreet Group, in its acquisition of Sage Clarity LLC, a company providing digital software and SaaS solutions to manufacturing systems
• Frontline Road Safety, a portfolio company of The Sterling Group, in its acquisition of the pavement marking contracting operations of Ozark Striping Company, LLC
• TradePending, a portfolio company of The CapStreet Group, in its acquisition of SnapCell, Inc., a provider of interactive video, email and text messaging marketing solutions to automobile and specialty dealerships
• Credit Bureau Connection, a portfolio company of the Capstreet Group, in its acquisition of CreditDriver Solutions
• CMA CGM Group in its acquisition of two major terminals in the Port of New York and New Jersey from GCT Global Container Terminals Inc.
• The CapStreet Group and portfolio company HungerRush in the acquisition of HungerRush by Corsair.
• Excellence Logging, a portfolio company of Blue Water Energy, in its acquisition of Weatherford International's surface data logging business
• DexKo Global Inc., a portfolio company of The Sterling Group, in its merger with an acquisition subsidiary of a private investment firm
• CapStreet Group in its majority recapitalization of Surgical Notes LLC
• CapStreet Group in its majority recapitalization of PCS Software, Inc.
• GSM Maritime Holdings in its sale to Logistec Corporation

^{*Robert advised on some of these matters prior to joining Willkie.}