Jeff Wallace helps clients make sense of the tax mechanics behind complex real estate deals and other transactions. He advises public and private companies, funds, and joint venture partners on the tax structuring of complex business transactions, with a particular emphasis on pass-through and other tax advantaged entities, including joint ventures, limited liability companies, master limited partnerships and REITs. He routinely helps clients navigate partnership allocations, contribution and distribution components, and the design of flexible, tax-efficient vehicles and joint ventures.

Jeff approaches each engagement with a practical understanding of how these entities function, from both a legal and economic perspective. He brings a deep understanding of the financial dynamics behind each transaction, how capital flows through the structure, what returns each party is targeting, and how to align those expectations within the partnership framework.

Known for his analytical mindset and attention to detail, Jeff partners closely with clients across all phases of the deal lifecycle, from upfront structuring to long-term operational strategy. His ability to translate complex economic concepts into workable tax structures allows clients to design flexible, customized arrangements that align with their business goals.

Representative Experience

• Represented a leading company in the outdoor advertising business in many transactions, including the establishment of an UPREIT structure and several high-yield debt offerings
• Represented a portfolio company of a private energy fund in its sale of a major fluid solutions and water services provider to a global leader in water-soluble polymers
• Represented an international energy exploration and production company in a crude oil prepayment agreement with a global commodities trading firm
• Represented a publicly traded asset manager in its completed combination with a national hospitality management company
• Represented a private equity-backed energy company in the acquisition of a California-based energy holding company
• Represented management team of an upstream energy venture in equity commitments exceeding $1 billion from management and multiple private equity sponsors
• Represented a master limited partnership in the completed sale of its membership interests in four natural gas storage companies to an infrastructure investment affiliate for $212 million in cash
• Represented a real estate investment trust in the public offering of 1,600,000 shares of 8.25% Series D cumulative preferred stock at a price of $25 per share for gross proceeds of $40 million
• Represented a midstream holding company in the sale of a natural gas liquids fractionation facility to a regional midstream operator
• Represented a large pipeline operator in an agreement under which a third party may elect to purchase a 25 percent interest in its natural gas processing plant
• Represented the conflicts committee of a publicly traded master limited partnership in the completed conversion of its general partner’s incentive distribution rights (IDRs) and economic interests into 172.5 million newly issued common units
• Represented a private equity energy investor in the contribution of the company’s interests in an energy services company in an all-stock Up-C transaction valued in excess of $200 million
• Represented a publicly traded midstream company in its merger agreement with another midstream operator to create a combined midstream platform
• Represented a private investment firm in its investment in an oil and gas exploration and production company
• Represented various publicly traded master limited partnerships in connection with partnership mergers and combinations creating combined midstream platforms with estimated enterprise values ranging from $2 billion to $3 billion
• Represented various publicly traded master limited partnerships in connection with public and private offerings of common units, preferred units and senior notes, including delivery of tax opinions
• Represented master limited partnership in the sale of an NGL fractionation facility located near Corpus Christi, Texas including a 57-mile pipeline enabling the facility to receive natural gas liquids from various pipelines that allow the delivery of fractionated products to several Corpus Christi-area markets for $405 million
• Represented a private energy fund in connection with a $2 billion partnership interest sale/capital contribution
• Represented a privately held partnership fund in connection with a $700 million partnership merger involving the privately held partnership, a publicly traded partnership and their respective general partners
• Represented a stock life insurance company in connection with the formation of a multi-layered structure incorporating partnerships, limited liability companies and real estate investment trusts investing in multi-family and mixed-use properties valued at $375 million
• Represented publicly traded master limited partnerships and other private energy Funds in connection with capital contributions to various joint ventures typically ranging from $50 million to $500 million
• Represented various private equity investors in connection with the formation of multiple real estate Funds seeking up to $200 million in equity
• Represented Fund sponsor specializing in oil field services investments in connection with the formation of multiple privately held partnership Funds with aggregate commitments starting at $175 million and representation of such Funds in connection with various portfolio investment and co-investment activities
• Represented real estate developer in connection with the formation of multiple joint ventures, partnerships and limited liability companies formed for the purposes of developing and operating multi-family and mixed-use properties
• Represented manufacturing company valued at $170 million in connection with a corporation/limited liability company restructure to accommodate a $40 million minority investment by a private investment fund
• Represented buyer in the acquisition of terminaling and storage assets in several states for approximately $160 million
• Represented private sellers in connection with a $140 million limited liability company interest/capital contribution relating to a power services company
• Represented management groups in connection with initial offerings and restructures of limited liability company/partnership equity investments typically ranging from $30 million to in excess of $200 million and issuance of equity and profits interests to management in connection therewith
• Represented owner group in multiple historical family-owned limited partnerships owning and operating ranches with an aggregate value in excess of $100 million in connection with separation of ownership through various like-kind exchanges utilizing Delaware statutory trusts
• Represented a doctor group in connection with a private equity infusion into a limited liability company operating a private hospital valued at $90 million