John M. Ransom
J.D., University of Houston Law Center, 1982
B.A., Rice University, 1976
John Ransom is a partner in the Porter Hedges’ corporate practice group and serves as head of the firm's tax section. He has more than 35 years of experience as both a legal advisor and CPA in a wide range of tax matters with a particular focus on advising large, complex private and public company reorganizations. Mr. Ransom also often acts as de facto general counsel for various closely held private businesses and regularly assists clients with the purchase and sale of turbine aircraft.
Mr. Ransom’s experience in large and/or complex tax matters includes advising oil and gas clients on the tax and business issues related to acquisitions, dispositions and financings including transactions involving master limited partnerships. He also advises energy clients in structuring joint ventures including the unique federal income tax aspects of oil and gas carried interests. As counselor for many closely-held companies and their owners, Mr. Ransom advises on a wide array of legal issues, including acquisitions, dispositions, financings and management equity incentives.
Broadly, his experience handling tax matters includes:
- Choice of entity and financing structures for start-ups, acquisitions, consolidations and other investments, including consideration of impact on financial earnings, balance sheet, current and future taxation and exit strategies.
- Structure and negotiate partnership and limited liability company arrangements, including analysis, drafting and modeling of interest transfers, property contributions, debt financed distributions, compensatory profits interests, disguised sale rules, and preferred returns.
- Structure and negotiate contribution and deferred recognition transactions with master limited partnerships, including debt assumption and debt financed distributions.
- Structure and negotiate tax aspects of carried interests in joint development and participation agreements including tax partnership exhibits and depletable basis allocations and elections.
- Select and use various corporate capitalization tools including convertible preferred stock, contingent convertible bonds, convertible and PIK high yield debt, portfolio debt, warrants and unit offerings.
- Create and analyze M&A tax structure alternatives for buyers and sellers in light of impact on after tax cash flows, financial earnings and capitalization. Implement transactions involving earn-outs, installment sales, corporate formations, reorganizations, spin offs, split ups, redemptions and partnership alternatives.
- Design and negotiate equity incentives for management of private and public companies, including stock options, stock grants and compensatory partnership profits interests, and related impact of Sections 162(m), 280G and 409A.
- Analyze and support tax positions under FIN 48.
- General tax planning for high net worth families and their closely-held companies.
- State tax planning, including Texas franchise, margin and sales tax issues.
Mr. Ransom has been selected for inclusion in The Best Lawyers in America and Texas Super Lawyers in the area of tax law since 2004 and in Super Lawyers Corporate Counsel Edition in tax law 2009. He is a member of the firm's management committee and has served as the firm's corporate practice group leader and marketing partner.
Tax Counsel for Oil & Gas Sector Transactions:
Mr. Ransom has provided tax counsel for a variety of significant matters including the following:
- Sanchez Energy Corp., underwriter’s tax counsel for $220mm IPO, December 2011.
- Maverick American Natural Gas, LP, $1b raised for investment in traditional, producing domestic gas properties, November 2011.
- Noble Energy, Inc., $3.2b Marcellus joint development and tax partnership coupled with $600mm LLC gas gathering system with CONSOL Energy, Inc., September 2011.
- Milagro Oil & Gas, Inc., $250mm senior secured notes due 2016 and related restructuring and cancellation of debt issues, May 2011.
- Hupecol, LLC, sale of Colombian oil & gas properties to Sinopec (China) for $281mm in May 2011 and CEPSA (Spain) for $920mm in June 2008.
- Anglo-Suisse Offshore Partners (ArcLight Capital), $200mm acquisition of GOM producing properties, January 2011.
- Talisman Energy USA, Inc., $1.3b joint venture with Statoil and related purchase of Eagle Ford shale assets from Enduring, October 2010.
- Dan A Hughes Company, contribution of $578mm in Eagle Ford shale properties to Plains Exploration & Production, October 2010.
- Texas Crude Energy, $125mm participation agreement with KKR & Hilcorp Energy in Eagle Ford shale properties, October 2010.
- NGL Energy Partners, representation of one of two founders of $100mm formation of pre-IPO MLP, August 2010.
- Petroquest Energy, Inc., $150mm senior notes offering by JP Morgan Securities, August 2010.
- Noble Energy, Inc., reverse and forward deferred like kind exchanges of domestic oil & gas properties valued at $494mm and $552mm respectively, August 2010.
- Laser Midstream Energy, LP, sale of Marcellus pipeline system for $150mm, July 2010.
- Targa Resources Partners, LP, tax aspects of $230mm, $320mm and $420mm asset acquisitions by MLP from its general partner in exchange for cash, assumed debt and MLP units, various 2010.
- Key Energy Services, Inc., acquisition of private competitor for $75mm in cash and stock, July 2010.
- Cameron International Corporation, acquisition of NATCO Group, Inc. for $780mm in Cameron common stock, December 2009.
- Grey Wolf Drilling, Inc., acquisition by Precision Drilling Trust of Canada for $1.2b in cash and stock, December 2008.
Counsel for Closely Held Companies and Their Owners:
- Sale of Houston based heat treating business and associated metals testing lab to strategic buyer.
- Redemption of 50% owner of composite down-hole drilling tool manufacturer. Acquisition, financing and construction of new manufacturing facility for same client.
- Leveraged acquisition of 50% partnership interest in a large tract home builder in Houston, Texas.
- Acquisition and financings for of multiple long term acute care and skilled nursing facilities in Washington, D.C.
- Sale of a controlling partnership interest in a large OCTG distributor to Sumitomo Corporation of America.
- $150mm “144A for life” bond issuance by a private company.
- Tax deferred sale of valve manufacturing company to strategic buyer for cash, notes and stock.
- Family limited partnerships and associated estate planning for various families.
- Purchase of new Gulfstream G550 for African based buyer financed with UBS Geneva.
- Purchase and sale of various light and medium turbine aircraft for US and foreign persons.
Professional / Civic Affiliations
- Martindale Hubbell AV Rated Attorney
- American Bar Association, Member
- State Bar of Texas, Member
- Houston Bar Association, Member
- Certified Public Accountant (Texas, inactive); American Institute of Certified Public Accountants, Member; Texas Society of Certified Public Accountants, Member
- Houston Tax Roundtable, Member
- Aviation Law Council, State Bar of Texas, Member
- Houston Livestock Show & Rodeo Legal Committee, Member (2010-Present)
- Rice University MBA Program, Lecturer on M&A and BK Tax Issues (2010-Present)
- Awty International School of Houston, Trustee & Chairman of the Board (2001-2009)
- Houston Yacht Club, Officer & Trustee (2006-2008)
- Kungl Svenska Segel Sällskapet, Member
- Private pilot with multi-engine and instrument ratings. Licensed USCG captain and offshore sailor.
- “Law360 Ranks Largest Energy Practice Groups,” Law360 (02/10/12)
- "Joint Ventures Reach Record $12.3 Billion In 2011," Oil and Gas Investor (01/23/12)
- "Porter Hedges Shows That a Midsize, Single-Office Firm Can Compete, and Win, Amid the Giants," Of Counsel Magazine (07/2011)
- "Firm Finance: Porter & Hedges," Texas Lawyer (04/25/11)
- "Porter & Hedges courts success by sticking with veteran attorneys, niche practices," Houston Business Journal (11/12/10)
- "NuCoastal Purchases Enron's CrossCountry Energy," Texas Lawyer, New Deals (06/07/04)