James Chenoweth is a partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm’s Tax, Private Equity and Energy and Infrastructure practice groups.  He counsels clients regarding tax-efficient structuring of energy transactions, including transactions involving publicly traded partnerships (also known as master limited partnerships, or (“MLPs”)), special purpose acquisition companies (“SPACs”), IPOs and follow-on offerings, as well as acquisitions and dispositions, taxable sales and the formation of joint ventures, particularly in the oil and gas upstream and midstream sectors.

James represents clients regarding the funding, formation, transfer and acquisition of upstream drilling joint ventures in “Drillcos” cash and carry transactions and similar arrangements forming “tax partnerships” in various shale plays, including the Eagle Ford, Utica, Three Forks, Marcellus and Niobrara.

In 2018, Chambers USA ranked James in band 4 in Texas for the category of Tax, noting sources hail him as having “extraordinary technical knowledge and incredibly attentive client service.”   He has also been recognized in The Legal 500 U.S. (2013) and Texas Super Lawyer – Rising Star (2008-2009, 2014-2017).

Representative Matters*

• Arkoma Drilling Ltd. – pending contribution of oil and gas assets in North Dakota in exchange for over 80% of the stock of Comstock Resources, Inc. valued at $620 million
• Affiliate of ArcLight Capital Partners – pending acquisition of Enbridge Inc.’s U.S. midstream business, Midcoast Operating LP, for $1.12 billion
• EnerVest, Ltd. – pending Up-C transaction with TPG Pace Energy Holdings Corp., a SPAC, involving about 360,000 net acres in the Eagle Ford and Austin Chalk valued at $2.66 billion
• American Midstream Partners, LP – pending $815 million acquisition of Southcross Energy Partners, L.P. and substantially all of the assets of Southcross Holdings LP; $170 million sale of propane marketing and services business to SHV Energy N.V.; and acquisition of the assets of Panther Asset Management, LLC
• Affiliate of The Carlyle Group – purchase of $300 million of 7% Series B Cumulative Preferred Units of Black Stone Minerals, L.P. issued to finance Black Stone’s acquisition of mineral and royalty interests from Noble Energy, Inc.
• Penn Virginia Corporation – $205 million acquisition of certain of Devon Corporation’s producing and non-producing assets located in the Eagle Ford Shale area
• Evercore, financial advisor to the board of EQT Midstream, in EQT Midstream’s pending merger with Rice Midstream
• Simmons & Co. International, the energy specialists for Piper Jaffray & Co., financial advisor to Select Energy Services, an Up-C, in Select’s corporate merger with another Up-C, Rockwater Energy Solutions.
• MLP capital markets issuer and qualifying income engagements, including EQT GP Holdings, L.P., Shell Midstream Partners, L.P., Enable Midstream Partners, LP, Valero Energy Partners LP, Delek Logistics Partners, L.P., EQT Midstream Partners, L.P., Maxum Energy Logistics Partners, L.P. (in registration), Encore Energy Partners, L.P., TEPPCO Partners, L.P., K-Sea Transportation Partners, L.P., TransMontaigne Partners, L.P. and various corporations that have considered an initial public offering of a master limited partnership
• Various oil and gas engagements, including joint ventures, taxable sale or lease transactions and volumetric production payment transactions, such as (i) Carrizo’s $250 million acquisition of Eagle Ford shale properties from Eagle Ford Minerals, LLC, (ii) LINN Energy’s acquisitions of approximately 900,000 net acres of Devon Energy assets for $2.3 billion and of Pioneer Natural Resources Company assets in the Hugoton Basin for $350 million and (iii) Hunt Oil’s partial sale and joint development of 52,000 acres of Eagle Ford properties to Marubeni for a total acquisition and development cost of $1.3 billion
• Upstream energy company – various upstream A&D, including its sale of approximately 250,000 net acres of Western Anadarko Basin assets and sale of midstream assets to MLPs
• Occidental Petroleum – sale to Plains All American and Magellan Midstream Partners of the Bridge Tex pipeline, concurrent with secondary equity offering of Occidental’s interests in Plains GP Holdings
• Dominion Resources – disposition of Dominion Exploration & Production Appalachian business through auctions of asset packages and subsidiaries totaling more than $13 billion
• Halliburton Company – initial public offering of KBR, Inc., followed by a tax-free exchange offer by Halliburton of shares of KBR common stock for outstanding shares of Halliburton common stock, including obtaining associated IRS ruling
• Mariner Energy – reverse Morris Trust merger transaction with Forest Oil

Education

James earned his Juris Doctor in 2004 from New York University School of Law, where he also received his LL.M. in taxation in 2005.  He graduated in 2001 with Honors from The University of Texas at Austin, where he was elected to Phi Beta Kappa and received a Bachelor of Arts degree in government.

* Includes matters handled prior to joining Gibson, Dunn & Crutcher