Jim Cole

  • 811 Main Street
  • Suite 3700
  • Houston, TX 77002
  • USA
Profile Experience

Jim Cole, a partner in the Houston office, practices transactional tax involving mergers, acquisitions, financings, restructurings, and capital markets transactions. Mr. Cole regularly advises publicly traded partnerships, master limited partnerships (MLPs), corporations, developers, private equity firms, lenders, and investment banks on transactions in the upstream, midstream, downstream, oil field services, and alternative energy sectors. His practice includes a focus on energy tax incentives for wind projects, solar projects, and the section 45Q federal income tax credit for carbon capture projects. Mr. Cole has been quoted in both Bloomberg Tax and Tax Notes with respect to the section 45Q federal income tax credit.

Prior to attending law school, Mr. Cole practiced as a Certified Public Accountant in the tax practice of an international accounting firm.

Recent Speaking Engagements

  • 64th Annual Rocky Mountain Mineral Law Institute (Examining a Typical Exchange Agreement), 2018
  • Tax Executives Institute — Tax School (Qualifying Income for MLPs and Up-C Structures), 2017
  • Tax Executives Institute — Tax School (MLP Dropdowns and Disguised Sale Planning), 2016
Mr. Cole offered tax advice with respect to the following transactions relating to the alternative energy sector:
  • Ares EIF in connection with the project development, financing, and tax equity financing of a wind project in Texas
  • Avangrid in the joint venture financing of a wind farm in South Dakota
  • D. E. Shaw Renewable Investments in connection with an inverted lease financing of a wind farm in Oregon
  • ConnectGen LLC, a Quantum Energy Partners portfolio company, in connection with an equity investment in, and the tax equity financing of, three solar projects in various states
  • A leading European alternative energy developer in connection with multiple single project and portfolio tax equity financings relating to both production tax credits and investment tax credits for projects in multiple states
  • Lenders in connection with a PAYGO financing of multiple wind projects involving collateralization of federal tax credits
  • A leading oil and gas company in connection with the deployment and tax equity financing of a carbon capture facility designed to qualify for carbon sequestration tax credits
Mr. Cole offered tax advice with respect to the following M&A transactions:
  • Development Capital Resources, LLC in its US$165 million drilling and development joint venture with a private operator in the Permian Basin
  • EQM Midstream Partners’ acquisition of a 60% interest in Eureka Midstream Holdings and a 100% interest in Hornet Midstream Holdings, as well as the related US$1 billion preferred equity financing 
  • Sale by Southwestern Energy of its Fayetteville Shale exploration and production business to Flywheel Energy, a portfolio company of Kayne Anderson Capital Advisors
  • Acquisition by Enagás, along with The Blackstone Group and GIC Private, of a 100% stake in Tallgrass Energy Holdings and a 44% stake in Tallgrass Equity, owners and developers of midstream energy assets
  • QEP Resources, Inc. in its US$735 million sale to Aethon Energy of QEP’s upstream assets and midstream business located in the Haynesville Shale
  • Archrock in its US$600 million take-private of Archrock Partners
  • CNX Resources Corporation in its US$305 million acquisition of Noble Energy’s general partner interest in CNX Midstream Partners
  • Morgan Stanley Infrastructure Partners in its US$1.75 billion acquisition of Brazos Midstream
  • Riverstone in connection with its US$1.6 billion joint acquisition of the Lucid Energy Group II
  • Silver Run Acquisition Corporation II in connection with its US$3.8 billion acquisition of Alta Mesa Holdings, LP and Kingfisher Midstream, LLC
  • Apollo in its entry into a multi-tranche “Drillco” with EP Energy
  • Anadarko Petroleum in its US$2 billion acquisition of the deepwater Gulf of Mexico assets of Freeport McMoRan Oil & Gas
  • Anadarko Petroleum in its US$2.3 billion sale of its Eagle Ford shale assets 
  • JP Energy Partners LP in connection with its merger with American Midstream Partners LP to create a US$2 billion master limited partnership
  • Buckeye Partners in its US$1.15 billion purchase of a 50% equity interest in VTTI B.V., a large independent global marine terminal company
  • A privately held midstream corporation in connection with its approximate US$475 million tax free spinoff from its parent corporation and its subsequent sale approximately 20 months later
  • ArcLight Capital Partners in connection with its US$2 billion sale of NET Midstream to NextEra Energy Partners
  • Stone Energy Corporation in connection with its completed chapter 11 reorganization
  • Consolidated Edison, Inc. in connection with its formation of an approximate US$2 billion natural gas storage and transmission joint venture with Crestwood Equity Partners
  • Rentech, Inc. in the US$838 million merger of Rentech Nitrogen Partners, L.P. with CVR Partners
  • Linn Energy, LLC in its US$1 billion joint venture with Quantum Energy Partners
  • Linn Energy, LLC in its US$500 million “Drillco” joint venture with GSO Capital Partners
  • Athlon Energy Inc. in connection with its US$7.1 billion sale to Encana Corporation
  • Freeport-McMoRan Oil & Gas, a subsidiary of Freeport-McMoRan Copper & Gold, in its US$3.1 billion sale of its Eagle Ford Shale assets to Encana Oil & Gas
  • Freeport-McMoRan Oil & Gas, a subsidiary of Freeport-McMoRan Copper & Gold, in its US$1.4 billion acquisition of the Deepwater assets in the Gulf of Mexico from Apache Corporation
  • Riverstone in connection with the US$1.6 billion acquisition of Centennial Resource Production by Silver Run Acquisition Corporation    
Mr. Cole offered tax advice with respect to the following capital markets transactions:
  • Diversified Gas & Oil Corporation in the first-of-its-kind securitization of operated upstream proved-developed assets
  • Credit Suisse, as underwriters, in the Initial Public Offering of Class A common stock of Brigham Minerals Inc, a minerals and royalties company
  • Underwriters in the IPO of PermRock Royalty Trust
  • Antero Midstream GP, LP in its US$875 million initial public offering    
  • JP Energy Partners LP in its US$275 million initial public offering
  • Underwriters in Antero Midstream Partners’ US$1.1 billion initial public offering and approximately US$500 million of additional equity offerings
  • Athlon Holdings LP in its US$650 million debt offering
  • CONSOL Energy, Inc. in the US$442 million initial public offering of CONE Midstream Partners, L.P.
  • Athlon Energy Inc. in follow-on offerings totaling more than US$1.6 billion in aggregate
  • Southwestern Energy in an offering of senior notes, common stock, and depositary shares totaling more than US$7 billion in aggregate  
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