Neil Clausen
Biography
Overview
Neil Clausen is a partner in White & Case's tax practice, based in Houston, Texas. Neil's practice focuses on the U.S. federal income tax aspects of domestic and international transactions, including M&A, private equity, capital markets, debt finance, and restructuring transactions. He advises clients on the formation of various inbound and outbound cross-border structures, initial public offering vehicles, publicly traded partnerships (MLPs), Up-C structures, SPACs, joint ventures, spin-offs, and private equity structures.
Neil has experience working with clients and other advisors in a broad range of industries, including technology, petrochemicals, banking and finance, healthcare, and real estate, with particular expertise in energy industry transactions (e.g., oil and gas exploration and production, midstream, and oilfield services).
Neil served on the Editorial Board of the Virginia Law Review while in law school and was the recipient of the Edwin S. Cohen Tax Prize for demonstrating "superior scholarship in the tax area," as well as the recipient of the Mary Claiborne and Roy H. Ritter Prize for demonstrating "honor, integrity, and character." He was also an NCAA All-American tennis player while at Rollins College.
Experience
Representative matters include:
Mergers & Acquisitions & Joint Ventures
- Saudi Aramco in its entry into a purchase agreement with automotive services provider Valvoline Inc. to acquire Valvoline's Global Products Business for approximately US$2.65 billion
- Saudi Aramco on its acquisition of Esmax Distribución SpA, a leading diversified downstream fuels and lubricants retailer in Chile
- Occidental Petroleum on its approximately US$818 million sale of certain Delaware Basin assets in Texas and New Mexico to Permian Resources, an independent oil and natural gas company
- Occidental Petroleum on its joint venture with BHE Renewables, a wholly owned subsidiary of Berkshire Hathaway Energy, for the demonstration and deployment of technologies to extract and commercially produce high-purity lithium compounds from geothermal brine
- Devon Energy, on its formation of NDB Midstream LLC, a strategic partnership between WaterBridge NDB LLC, a portfolio company of Five Point Energy LLC, and WPX Energy Permian, LLC, a subsidiary of Devon Energy
- BYTE Acquisition Corp. on the completion of its merger with Airship AI Holdings, Inc., a robust AI-driven edge video, sensor and data management platform for government agencies and enterprises
- Quad-C Management Inc., a leading middle market private equity firm, in its acquisition of QED Technologies International, Inc. from Entegris, Inc., a supplier of advanced materials and process solutions for the semiconductor and other high-technology industries
- Qatar Investment Authority, the sovereign wealth fund of the State of Qatar, in its US$1.5 billion financial backing of Bodhi Tree, a strategic partnership of Lupa Systems and Uday Shankar
- GLAAM, Co., Ltd., a designer and manufacturer of architectural display glass, on its business combination with an estimated post-transaction enterprise value of US$309 million with Jaguar Global Growth Corporation I
- Marathon Oil Corporation on its entry into a definitive purchase agreement to acquire the Eagle Ford assets of Ensign Natural Resources for total cash consideration of approximately US$3 billion
- ExxonMobil in its US$1.15 billion sale of its Santoprene TPV elastomers business to Celanese Corporation, a global chemical and specialty materials company
- Continental Resources, Inc. on its agreement to buy certain assets in the Permian Basin from affiliates of Pioneer Natural Resources Company for US$3.25 billion
- Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products
- ION Acquisition Corp 2 Ltd., a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement
- Anthem, Inc. in its acquisition of myNEXUS Inc., a post-acute benefits management company focused on delivering innovative home and community-based product offerings
- Vox Media in its acquisition of Group Nine, a leading collection of multi-platform media brands including The Dodo, NowThis, PopSugar, Thrillist and Seeker, and integration of Group Nine into its Up-C structure
Capital Markets
- TC Energy Corporation on the spin-off of its liquids pipelines business to South Bow Corporation, and the related CAD $7.9 billion notes offering by South Bow Corporation
- Kimbell Royalty Partners, LP, a leading owner of oil & gas mineral and royalty interests, on the concurrent private placement of up to US$400 million of convertible preferred units to certain funds managed by affiliates of Apollo and the US$110 million public offering of common units
- Kimbell Tiger Acquisition Corporation, an indirect subsidiary of Kimbell Royalty Partners LP, in its US$230 million initial public offering utilizing one of the first Up-SPAC structures in the market
- BYTE Acquisition Corporation, a special purpose acquisition company, in its US$300 million initial public offering
- Saudi Aramco on the establishment of its first Sukuk Issuance Programme for the issuance of up to US$10 billion sukuk
- JBS USA Lux S.A., a subsidiary of JBS S.A., in the issuance of US$2.5 billion of senior notes
- Puma Energy on the issuance of US$500 million 7.750% senior notes due 2029, as well as Puma Energy's related cash tender offer of its 5.000% senior notes due 2026
Restructurings
- Unsecured Creditors Committee in the Chapter 11 bankruptcy of Genesis Global Holdco, LLC, the cryptocurrency exchange
- 245 Park Avenue Property LLC and certain of its affiliates on the successful restructuring of approximately US$2 billion of funded indebtedness related to the commercial office tower located at 245 Park Avenue in New York City
