Robert J. McNamara

Robert focuses his practice on federal income tax issues related to domestic business transaction planning, with an emphasis on energy deals. Robert represents clients in the development and financing of renewable energy projects and has significant experience advising partnerships, including publicly-traded partnerships (MLPs), on a wide variety of tax issues, including formation, qualification, and acquisition and recapitalization activities. Robert also handles the tax aspects of public and private offerings of debt and equity securities and has advised companies on numerous acquisitions, dispositions and joint ventures, including tax-free reorganizations and like-kind exchanges.

• Represented tax equity investors in various renewable energy partnership flip transactions.
• Represented tax equity investors in re-powering transactions.
• Represented SEC-registered offerings by CenterPoint Energy, Inc. and its subsidiaries:
  • $700 million aggregate principal amount of Floating Rate Senior Notes due 2024 (CenterPoint Energy, Inc – closed May 2021);
  • $500 million aggregate principal amount of 1.45% Senior Notes due 2026 (CenterPoint Energy, Inc – closed May 2021);
  • $500 million aggregate principal amount of 2.65% Senior Notes due 2031(CenterPoint Energy, Inc – closed May 2021);
  • $500 million aggregate principal amount of its 1.75% Senior Notes due 2023. (CenterPoint Energy Resources Corp. – closed October 2020);
  • $400 million aggregate principal amount of its 2.35% General Mortgage Bonds, Series AE, due 2031 and $700 million in aggregate principal amount of its 3.35% General Mortgage Bonds Series AF, due 2051 (CenterPoint Energy Houston Electric, LLC – closed March 2021); and
  • $700 million aggregate principal amount of its 0.70% Senior Notes due 2023 and $1 billion aggregate principal amount of its Floating Rate Senior Notes due 2023 (CenterPoint Energy Resources Corp. – closed March 2021).
• Represented SEC-registered offerings by NextEra Energy Capital Holdings, Inc.:
  • $500 million in aggregate principal amount of its 0% Convertible Senior Notes due 2024 in a private placement under Rule 144A of the Securities Act of 1933, as amended (closed in June 2021);
  • $2 billion aggregate principal amount of 0.65% Debentures, Series due March 1, 2023 (closed March 2021);
  • $500 million aggregate principal amount of Floating Rate Debentures, Series due March 1, 2023 (closed March 2021);
  • 1.65 billion aggregate principal amount of Floating Rate Debentures, Series due February 22, 2023 (closed February 2021);
  • $1.5 billion aggregate principal amount of debentures due June 15, 2028 (closed in June 2021); and
  • $600 million in aggregate principal amount of its 0% Convertible Senior Notes due 2025 in a private placement under Rule 144A of the
• Securities Act of 1933, as amended (closed in December 2020).
  • Represented SEC-registered offerings by Duke Energy Corporation and its subsidiaries:
  • $500 million aggregate principal amount of its Floating Rate Senior Notes due 2023 (Duke Energy Corporation – closed in June 2021);
  • $1 billion aggregate principal amount of its 2.55% Senior Notes due 2031 (Duke Energy Corporation – closed in June 2021);
  • $750 million aggregate principal amount of its 3.30% Senior Notes due 2041(Duke Energy Corporation – closed in June 2021);
  • $750 million aggregate principal amount of its 3.50% Senior Notes due 2051. (Duke Energy Corporation – closed in June 2021);
  • $650 million aggregate principal amount of its 0.90% Senior Notes due 2025 (Duke Energy Corporation – closed September 2020);
  • $350 million aggregate principal amount of its 2.45% Senior Notes due 2030 (Duke Energy Corporation – closed September 2020);
  • $550 million aggregate principal amount of First and Refunding Mortgage Bonds, 2.55% Series due 2031(Duke Energy Carolinas, LLC – closed April 2021);
  • $450 million aggregate principal amount of First and Refunding Mortgage Bonds, 3.45% Series due 2051 (Duke Energy Carolinas, LLC – closed April 2021);
  • $600 million aggregate principal amount of First Mortgage Bonds, 2.50% Series due 2050 (Duke Energy Progress, LLC – closed August 2020); and
  • $700 million aggregate principal amount of Series A Floating Rate Notes due 2022 (Duke Energy Progress, LLC – closed August 2020)
• Represented SEC-registered offerings by PG&E:
  
  • $1.5 billion aggregate principal amount of 1.367% First Mortgage Bonds due 2023 (closed March 2021);
  • $450 million aggregate principal amount of its 3.25% First Mortgage Bonds due 2031 (closed March 2021) ; and
  • $450 million aggregate principal amount of its 4.20% First Mortgage Bonds due 2041 (closed March 2021);
  • $800 million aggregate principal amount of 3.000% First Mortgage Bonds due 2028 (closed June 2021).
• Represented SEC-registered offerings by ONE Gas, Inc. of $1 million aggregate principal amount of its 0.85% Senior Notes due 2023, $700 million aggregate principal amount of its 1.10% Senior Notes due 2024 and $800 million aggregate principal amounts of its Floating Rate Senior Notes due 2023.
• Represented the underwriters in connection with the following SEC-registered offerings by The Southern Company:
  • $600 million aggregate principal amount of Series 2021A 0.60% Senior Notes due February 26, 2024 (The Southern Company - closed February 2021)
  • $400 million aggregate principal amount of Series 2021B 1.75% Senior Notes due March 15, 2028 (The Southern Company – closed February 2021);
  • $600 million aggregate principal amount of Series 2021A 3.125% Senior Notes due July 15, 2051 (79443.0000013 Alabama Power Company – closed June 2021);
  • in the sale of $1 billion aggregate principal amount of Southern Company Series 2021A 3.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due September 15, 2051(The Southern Company – closed on May 2021).
  • $750 million aggregate principal amount of Series 2021A 3.25% Senior Notes due March 15, 2051.
• Represented the underwriters in connection with the following SEC-registered offerings by Florida Power & Light Company:
  
  • $1.25 billion aggregate principal amount of Floating Rate Notes, Series due July 28, 2023 (Florida Power & Light Company – closed July 2020);
  • $1 billion aggregate principal amount of Floating Rate Notes, Series due May 10, 2023 (Florida Power & Light Company – closed May 2021);
  • $184 million aggregate principal amount of Qualified Replacement Property Notes, Series due March 1, 2071(Florida Power & Light Company – closed March 2021); and
  • $142 million aggregate principal amount of Qualified Replacement Property Notes, Series due March 1, 2071 (Florida Power & Light Company – closed June 2021).
• Represented Evercore in its role as financial advisor to the Conflicts Committee of Tallgrass Energy GP, LLC regarding the acquisition of unaffiliated shares and take-private by Blackstone Infrastructure Partners.
• Represented the underwriters in Energy Transfer Operating, L.P.’s public offering of $1.6 billion of preferred units was comprised of 500,000 of ETO’s 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit, and 1,100,000 of ETO’s 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit.
• Represented the underwriters in Energy Transfer Operating, L.P.’s public offering of $4.5 billion senior notes comprised of $1.0 billion aggregate principal amount of 2.900% senior notes due 2025, $1.5 billion aggregate principal amount of 3.750% senior notes due 2030, and $2.0 billion aggregate principal amount of 5.000% senior notes due 2050.
• Represented the underwriters in connection with Genesis Energy, L.P.’s registered offering of $750 million of 7.750% senior notes due 2028 and the dealer manager in the concurrent cash tender offer for $750 million of Genesis Energy, L.P.’s 6.750% senior notes due 2022.
• Represented NGL Energy Partners LP in its private placement of $400 million of NGL’s Class D Preferred Units and warrants to purchase common units representing equity interests in NGL.
• Represented the initial purchasers in connection with $100 million Rule 144A private placement of senior notes of a limited liability company owned 50% by an affiliate of an NYSE-listed, midstream company and 50% by an affiliate of an NYSE-listed, power company.
• Represented a leading world-wide retailer in its offering of $1.5 billion aggregate principal amount of notes, consisting of $500 million aggregate principal amount of its 2.375% notes due 2029 and $1 billion aggregate principal amount of its 2.950% notes due 2049.
• Represented NGL Energy Partners LP in its private placement of $200 million of NGL’s Class D Preferred Units and warrants to purchase common units representing equity interests in NGL.
• Represented the underwriters with a $445 million offering by Energy Transfer Partners, L.P. of its 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units.
• Represented an MLP client in a $2.8 billion merger of midstream MLPs
• Represented a midstream MLP in a $2 billion senior notes offering
• Represented a pipeline MLP in its $500 million initial public offering
• Represented the special committee of a publicly traded energy MLP in a $1.15 billion acquisition of west Texas assets
• Represented an upstream company in the $850 million acquisition of oil & gas properties in a reverse like-kind exchange
• Represented the parent of a midstream MLP in connection with an IRS audit of an MLP drop-down and related recapitalization transaction
• Represented a publicly traded company in its $3.5 billion tax-free acquisition of an energy company
• Represented the issuer of $100 million convertible notes with contingent interest
• Represented various MLP issuers and underwriters in follow-on equity offerings

• Recommended for Energy: Renewable/Alternative Power (2024), Project Finance (2024) and US Taxes: Non-Contentious (2013-2024), Legal 500 United States
• Recognized as a Leader in Tax, Texas, Chambers USA, 2008-2024
• Named a Finalist in Legal Counsel category, Ammys Hall of Fame Class of 2018
• Lawyer of the Year in Tax Law in Houston, Best Lawyers (2015)
• Recognized as a Texas Super Lawyer in Tax, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2011, 2012, 2017)
• Recognized as a Best Lawyer for Tax Law, The Best Lawyers in America, 2011-2024
• Named a Top Lawyer in Houston, Houstonia Magazine (2016)
• Recognized as a Texas Rising Star in Tax, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2005, 2007)

• Houston Bar Association
• Energy Infrastructure Council