Chapter 22 UNDERSTANDING MASTER LIMITED PARTNERSHIPS: WHAT EVERY OIL AND GAS LAWYER NEEDS TO KNOW

摘要

Master limited partnerships (MLPs) have proliferated in the energy business over the last 10 years. MLPs first came into common use in the mid-1990s when they were initially formed as vehicles to hold midstream assets with stable cash flow that transported and processed natural gas, crude oil, and related products. In recent years, as MLP investors have begun to focus more on growth, MLPs have begun to be used to own and acquire oil and gas exploration and production (E&P) properties. This chapter will first review the basic concepts concerning MLPs, including their legal structure, the tax benefits, and basic requirements for the MLP structure; the rights of the unitholders and the general partner to MLP distributions; the securities law aspects of MLP formation; and various governance issues. It will then examine the types of E&P assets that might be suitable for an MLP and consider some of the legal issues that could arise from use of the MLP as an E&P acquisition vehicle.