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Louis J. Jenull
Partner
Louis J. Jenull represents clients in most phases of federal income taxation with an emphasis on a range of tax credits, community development programs, environmental, safety and health issues, real estate lending and development, renewable energy (including solar, critical minerals, battery storage, wind, electric vehicles, carbon sequestration and storage, and hydrogen incentives and programs), oil and gas (including significant midstream and master limited partnership experience), mergers and acquisitions, and the structuring and formation of complex partnerships with tax-exempt, US taxable and foreign investors. Louis also has been active in the tax aspects, policy issues and related incentives of the Inflation Reduction Act. For example, he has recently been active within the electric vehicle space, advising clients with respect to foreign entity of concern issues and compliance with Section 30D, as well as changes to the energy investment tax credit under Section 48 (and new Section 48E). He has also been involved in transfers of tax credits under Section 6418 and the various new prevailing wage and apprenticeship requirements created under the Inflation Reduction Act.
He has extensive experience in structuring various tax-advantaged investments for tax equity investors (and sometimes others), including structures for the monetization of tax credits (low-income housing tax credits, historic tax credits, energy and investment and production tax credits, refined coal tax credits and new markets tax credits with investments totaling approximately US$4 billion), as well as a variety of structured finance transactions.
In the energy sector, Louis focuses on oil and gas transactions, master limited partnerships (including formation, public debt and equity offerings, and operation), asset acquisitions and dispositions, services, pipelines, refineries and other downstream transactions, and joint ventures. He also actively advises clients in the renewable energy arena regarding the development of, and investments in, wind, solar, critical minerals, battery storage, electric vehicles, advanced manufacturing facilities, carbon sequestration and storage, and hydrogen projects, incentives, programs and tax credits.
- Advised an energy company in its investment in a joint venture to develop construct, operate and maintain a biofuel plant in Canada that will use municipal waste, waste plastics and biomass as feedstock to produce bio-methanol, ethanol and/or gasoline.
- Advising clients with the evaluation of carbon sequestration tax credits under IRC Section 45Q, including analysis of potential structures, market barriers, attracting tax equity investors, acquisitions of CO2 streams and wells and related IRS guidance.
- Advised an investment banking and securities firm in connection with the tax aspects of an equity investment in a multifamily housing development.
- Advised a national bank in connection with the tax aspects of financing the acquisition of a forest in the state of Washington, and preservation and harvesting activities in relation thereto.
- Advised a regional bank in connection with its financing of the rehabilitation of a historic building in Dallas, Texas.
- Advised a large publicly traded investor in connection with its tax equity investment in a 33.8MW (AC) ground mounted solar photovoltaic generating facility in North Carolina and in its purchase of solar renewal energy certificates related thereto.
- Advised an individual investor on an investment in solar panels in Arkansas expected to generate federal energy investment tax credits. The complex transaction involved a flip partnership structure and additional new markets tax credit financing.
- Advised a national bank as local counsel on a tax equity investment in a solar energy project in Texas. The project involved a 250MW solar energy project located in Upton County.
- Advised a national bank in connection with a US$106.8 million back leveraged project financing for the acquisition, development and construction of five wind-powered electric generating projects with a total generating capacity of 50MW located in Oregon.
- Advised a national bank as local counsel on a tax equity investment in five renewable energy projects in Texas. The projects included a 160MW wind project in Andrews County, a 300MW wind project in Limestone and McLennan Counties, a 201.6MW wind project in Las Lomas County, a 200MW solar project in Anson, Texas, and a 225MW solar project in Borden County.
- Advised a Denver-based exploration and production company in connection with the tax aspects of the acquisition of producing and non-producing well assets in East Texas.
- Advised a US petrochemical and refining corporation, as well as affiliates in Austria and Canada, in connection with the tax aspects of the formation of a joint venture to build a US$1.7 billion, 1 million ton-per-year ethane cracker in Port Arthur, Texas; acquisition of an existing 400,000 ton-per-year two-line polyethylene plant in Bayport, Texas; and building of a new 625,000 ton-per-year Borstar PE plant at the Bayport site.
- Advised a midstream company on the tax aspects of its US$180 million acquisition of a 575-mile pipeline system from a Houston-based pipeline operator.
- Advised a diversified, growth-oriented master limited partnership in connection with the tax aspects of a US$5.5 billion public offering of Senior Notes.
- Advised an affiliate of a midstream client in connection with the tax aspects of the acquisition of a liquefied natural gas (LNG) facility in Kenai, Alaska.
- Advised a publicly traded exploration and production company on the US$84.2 million sale of a portion of its Appalachia assets.
- Advised a Denver-based exploration and production company in connection with the tax aspects of its US$500 million acquisition and related financing of producing and non-producing oil and gas assets.
- Advised a diversified, growth-oriented master limited partnership in connection with the tax aspects of a US$2.25 billion public offering of Senior Notes.
- Advised an upstream division of an Indonesian national gas company in connection with the tax aspects of its acquisition of a 37.825% working interest in a gas production block in Indonesia.
- Advised a Detroit-based diversified energy company in connection with the tax aspects of its US$1.3 billion acquisition of midstream natural gas assets located in the Appalachia region.
- Advised the largest independent petroleum marketer in Western Massachusetts, and an owner and operator of car maintenance and service centers, in connection with the tax aspects of its sale of nine locations.
- Advised a US gas and electric utility holding company in connection with the tax aspects of its acquisition of a 50% equity interest in a significant pipeline system connecting natural gas supply basins in Texas, Louisiana, Mississippi, Alabama and the Gulf of Mexico to markets in Louisiana, Mississippi, Alabama, Florida, Georgia, South Carolina and Tennessee.
- Advised a diversified, growth-oriented master limited partnership in connection with the establishment of an at-the-market program for the sale of up to approximately US$1.2 billion of limited partner interests, as well as up to approximately 17 million common units offered by a selling unitholder.
Education
- New York University, LL.M., 2004
- Tulane University Law School, J.D., cum laude, 2003
- Southern Methodist University, B.B.A., cum laude, 2000
Admissions
- Texas, 2003
Memberships & Affiliations
- Member of the Dallas Bar Association
- Recognized Attorney, The Legal 500 United States by Legalease (Tax: US Taxes – Non-Contentious; Industry Focus: Renewable/Alternative Power), 2020 – 2021