Robert Jacobson

Partner

Houston
Willkie Farr & Gallagher LLP
600 Travis Street
Houston, TX 77002
T 713 510 1713
F 713 510 1799
rjacobsonwillkie.com

Robert Jacobson advises clients on a wide range of federal income tax matters including mergers and acquisitions, leveraged buyouts and exit transactions; reorganizations; and master limited partnership offerings and other capital market transactions. Robert has broad industry experience including extensive work with industrial businesses and energy clients engaged in oil and gas exploration and production, midstream activities and oilfield services.

Robert Jacobson advises clients on a wide range of federal income tax matters including mergers and acquisitions, leveraged buyouts and exit transactions; reorganizations; and master limited partnership offerings and other capital market transactions. Robert has broad industry experience including extensive work with industrial businesses and energy clients engaged in oil and gas exploration and production, midstream activities and oilfield services.

Selected Significant Matters

Robert's representative matters* include:

Energy Private Equity

  • 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
  • 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
  • a leading private equity firm in the sale of producing properties as well as developed and undeveloped acreage for $325 million
  • private equity firm in its $7 billion acquisition of a leading North American oil and gas producer
  • 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
  • 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
  • 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

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

Selected Professional and Business Activities

  • Houston Bar Association, Tax section
  • Houston Young Lawyers Association 

Selected Publications and Lectures

  • 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

Recognition, Honors & Awards

  • The Legal 500 United States, U.S. Taxes - Non-Contentious, 2019

Publications / News / Events

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Recognition, Honors & Awards

  • The Legal 500 United States, U.S. Taxes - Non-Contentious, 2019
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