C. Timothy Fenn

  • Partner
  • Etim.fenn@lw.com
  • 811 Main Street
  • Suite 3700
  • Houston, TX 77002
  • USA
  • T +1.713.546.7432
  •  
 

Profile

Tim Fenn is the Office Managing Partner in Latham & Watkins’ Houston office and former Chair of the firm’s Houston Tax Department with a particular focus on business taxation as it applies to partnerships and corporations. He represents energy and infrastructure clients, including upstream, midstream and downstream oil and gas companies, master limited partnerships (MLPs), oilfield services companies and infrastructure funds, as well as corporations, private equity firms, investment banks, partnerships, and individuals on tax-related issues involving mergers, acquisitions, restructurings, capital market transactions, and carbon capture.

Mr. Fenn has served as tax counsel to over 75 issuers and underwriters in initial public offerings of equity securities of MLPs. Mr. Fenn is a frequent speaker at investment banking conferences and energy industry symposiums and serves on the advisory board for the Alerian MLP index.

In addition to representing clients in connection with transactional matters, Mr. Fenn has successfully represented clients before the Internal Revenue Service and federal courts. Mr. Fenn spent several years as an investment banker with Goldman Sachs & Co. where he was part of the natural resources group.

Experience

Mr. Fenn offered tax advice with respect to the following M&A transactions:

  • Wallbox Chargers – deSPAC merger with Kensington Capital Acquisition Corp. II
  • QEP Resources – merger with Diamondback Energy, Inc. 
  • Sasol Limited – US$2.0 billion sale of a 50% stake in Lake Charles Chemical Plant to form a joint venture with LyondellBasell
  • Equitrans Midstream – take-private of EQM Midstream Partners
  • Shell Midstream Partners – acquisition of Royal Dutch Shell plc’s interest in Mattox Pipeline Company and certain logistic assets at Shell Norco Manufacturing Complex
  • Energy Transfer – acquisition of SemGroup Corporation 
  • UGI Corporation – acquisition of  remaining 74% stake in AmeriGas
  • Enagas – co-investment (with Blackstone and other investors) to acquire Tallgrass Energy
  • Energy Transfer Equity – acquisition of Energy Transfer Partners
  • Archrock, Inc. – acquisition of its MLP, Archrock Partners LP
  • Ensco plc – acquisition of Atwood Oceanics Inc.
  • Rice Midstream Partners – merger with EQT Midstream Partners
  • Clayton Williams Energy, Inc. – acquisition by Noble Energy, Inc.
  • Rosetta Resources Inc. – acquisition by Noble Energy, Inc.
  • Access Midstream Partners, LP – acquisition by Williams Partners LP

Mr. Fenn offered tax structuring advice related to the following initial public offerings:

  • ProPetro Holding Corp.
  • Smart Sand Inc. 
  • Antero Midstream GP LP
  • PennTex Midstream Partners, LP
  • CONE Midstream Partners LP
  • Emerge Energy Services LP
  • Phillips 66 Partners LP 
  • MPLX LP 
  • OCI Partners, LP
  • Dynagas LNG Partners LP

Thought Leadership

  • IRS Clears the Way for Retrofitted Carbon Capture Projects -  July 07, 2021
  • US Tax Reform: Key Business Impacts, Illustrated With Charts and Transactional Diagrams -  January 10, 2018
  • Congressional Tax Reform Proposals: Rethinking Key Business Decisions -  December 02, 2017
  • IRS and Treasury Finalize Guidance Determining MLP Qualifying Income -  January 27, 2017
  • IRS Tightens Rules on Disguised Sales and Allocating Partnership Liabilities -  November 02, 2016
  • Restructuring Oil and Gas Partnership Debt? Tax Planning Is Key  -  February 16, 2016
  • OECD Publishes Final BEPS Project Reports -  October 22, 2015
  • Commenters Weigh in on Proposed Regulations for Determining MLP Qualifying Income  -  October 08, 2015
  • IRS Proposes Guidance for Determining MLP Qualifying Income -  May 05, 2015
  • IRS Presses Play on MLP Private Letter Rulings -  March 06, 2015
  • Midstream MLP Merger Mania Maintains Momentum -  October 30, 2014
  • Four Trends in Master Limited Partnership M&A in 2014 -  October 01, 2014
  • The New Frontier for MLPs -  August 09, 2014
  • An Overview of The Up-C Structure in Energy Deals -  February 04, 2014
  • Ten Offshore MLP Facts -  November 19, 2013
  • Master Limited Partnerships – 2013 Developments in Taxation and Evolving Structures -  August 09, 2013
  • Exploring Royalty Trusts -  June 18, 2013
  • MLP IPO Trends -  September 1, 2011
  • IRS Confirms Qualification of Certain Types of Oilfield Service Income for MLPs -  November 2, 2010

Presentations

  • MLP Tax & Legislative Panel -  December 10, 2013
  • Royalty Trusts -  September 26, 2012
  • The Rise of 'Variable' MLPs? -  July 18, 2012

Band 1 — Tax
"A tremendous lawyer who is a tax structuring guru"
Chambers USA 2020 

Bar Qualification
  • New York
  • Texas
Education
  • JD, Georgetown University Law Center, 1996
    magna cum laude; Editor, Georgetown Law Journal
  • BBA, Baylor University, 1992
    summa cum laude
Industries
  • Energy & Infrastructure
  • REITs
Practices
  • Transactional Tax
  • Master Limited Partnerships
  • Tax
  • Tax Controversy