Master Limited Partnerships

Latham & Watkins offers its clients decades of experience advising Master Limited Partnerships (MLPs) beginning with the structuring of the first MLPs in the early 1980s.

MLPs, also known as publicly traded partnerships or PTPs, are a critical component of the energy infrastructure in the United States. Latham’s MLP Practice combines lawyers capital markets, finance, and mergers and acquisition expertise with lawyers in the firm's tax, employee benefits, environmental and regulatory practices to advise midstream, coal, oil and gas, oilfield services, pipeline and shipping companies on the complex partnership, tax and business issues associated with MLPs.

Comprehensive Expertise

The MLP lawyers at Latham have advised clients on a wide array of other matters including:

• Advising MLPs in connection with general partnership matters, such as governance, compensation, board member conflicts of interest, national securities exchange, 1933 Act registration, 1934 Act reporting and Section 16 issues

• Creating tax efficient structures for MLPs and advising potential and existing MLPs on the qualification of MLP income under the qualifying income rules of Section 7704 of the Internal Revenue Code. Latham also represents MLPs in US Internal Revenue Service (IRS) audits and before the agency in securing private letter rulings regarding the qualification of MLP income under Section 7704.

• Representing lenders and borrowers in the creation and renegotiation of bank credit facilities

• Representing MLPs, their sponsors and their boards in mergers and acquisitions, asset drop-downs, joint ventures, combinations and incentive distribution restructurings

• Representing private equity investors and management teams in the creation of “private” MLPs

• Serving as both issuers and underwriters counsel to MLPs in initial public offerings (IPOs) and secondary equity offerings

• Serving as both issuers and underwriters counsel to MLPs in investment-grade and high yield debt offerings