Jim Reardon has more than twenty years of experience representing private and public companies in corporate and tax matters. As a counselor to closely-held partnerships, limited liability companies, S corporations, and their owners, he helps businesses reduce or eliminate federal corporate income taxation and achieve both operational and transactional goals. As a counselor to publicly-traded corporations, he advises regarding the consolidated return rules, tax-free reorganizations, recapitalizations, and withholding tax issues. His services include NOL preservation upon a change-of-control, consequences arising from cancellation or modification of debt, and the issuance of new debt or equity instruments to investors or creditors. He represents investment funds including private equity, real estate, infrastructure, and mezzanine.
Jim counsels companies on how to implement legislative and regulatory changes, such as the Tax Cuts and Jobs Act of 2017 (the “Act”), which made fundamental changes to U.S. federal taxation. The Act introduced a new participation exemption for dividends, but not capital gains, and imposed a new tax on global intangible low-taxed income (“GILTI”). He counsels clients on how to operate efficiently in this new fiscal environment.
Counsel on International Matters
Jim advises foreign corporations making investments or conducting business in the United States with respect to U.S. tax issues such as the Foreign Investment in Real Property Tax Act, effectively connected income subject to U.S. income taxation, the branch profits tax, and dividend withholding tax. He advises foreign lenders with respect to the portfolio interest exemption and Foreign Account Tax Compliance Act. He also counsels U.S. corporations and their executives doing business or setting up legal entities overseas.
Counsel for the Energy Industry
In the energy industry, Jim represents oil and gas companies making strategic acquisitions or divestitures. He provides personal and corporate income tax advice with respect to the extraction, transportation and processing of natural resources in the upstream, midstream and downstream sectors. He counsels owners with respect to tax attributes and elections applicable to joint ventures, dispositions, financings, IDCs, depletion, recapture, and like-kind exchanges. He has also advised E&P companies and investors on the acquisition of working interests, royalties, “cash and carry” transactions, and volumetric production payments, all with respect to shale assets in the United States. His deep experience with domestic and international oil and gas trading allows him to advise clients with respect to financial products, physical commodities and cross-border withholding tax and transfer pricing issues where national tax authorities have focused on global trading and hedging operations in the energy industry.
Counsel Outside the Energy Industry
Outside of the energy industry, Jim structures partnership profit interests, non-qualified deferred compensation plans, and other executive compensation arrangements. He also advises tax-exempt organizations regarding forming joint ventures with private companies, advises technology companies raising seed capital, and assists with structured international licensing and distribution arrangements.
Honors & Recognitions
The Legal 500 United States: Domestic Tax: Central, 2014; Tax, 2012-2013; Bankruptcy Tax Specialist, Inside Turnarounds and Workouts, 2014
- Business Planning and Entity Formation
- Emerging Companies
- Executive Compensation
- Mergers & Acquisitions
- Mezzanine Finance
- Private Equity
- Venture Capital
- Acquisitions, Divestitures and Joint Ventures
- Energy Finance
- Infrastructure Projects
- Midstream Oil and Gas
- Oilfield Services / Drilling
- Real Estate Joint Ventures and Partnerships
- Renewable & Alternative
- Upstream Oil and Gas
LL.M., New York University School of Law, Taxation, 1996
LL.M., Universidad Pompeu Fabra, Corporate Law, Taxation, 1994
J.D., Boston College Law School, 1991
A.B., Georgetown University, 1987
District of Columbia
United States Court of Federal Claims
United States Tax Court
Jim Reardon’s representations have included the following:
- A client regarding federal and state income tax advice related to the sale of electric generating facilities.
- A client in the structured the sale of 100 percent of pipeline partnership interests for $1.2 billion.
- A publicly traded oil field service company regarding strategic purchases and sales of business units.
- A national electric power company regarding state and local taxes.
- Master limited partnerships regarding federal and state tax issues.
- Operators regarding joint operating agreements and tax partnership provisions.
- Lenders regarding reserve-based loans.
- A public electric utility in its sale of nuclear power electric generating facilities.
- A Texas power company in purchasing electric generating facilities.
- A Texas developer of toll roads regarding state tax.
- A developer of a peak power generating facility regarding equity investment and mezzanine debt financings.
- The developer of a Hawaii solar energy project and manufacturer of solar equipment regarding state and federal tax credits.
- Investors regarding acquiring and trading California carbon allowances and credits.
- A developer of geothermal properties in Nevada.
- A developer of a petrochemical plant in the Houston Ship Channel.
- A foreign investor regarding acquiring and renovating an oil refinery in New Jersey.
- Taxpayers in various industries regarding closure and decommissioning costs.
- U.S. and foreign publicly traded and private companies regarding in-bound and out-bound strategic joint ventures, acquisitions and dispositions, including “cash-and-carry” transactions in the upstream sector.
- Foreign multinationals regarding minimizing the tax consequences of repatriating capital and profits, establishing U.S. branches or subsidiaries, tax treaty issues, and effective tax rate management.
- A foreign sovereign wealth fund regarding oil concession in the Middle East.
- U.S. life science companies regarding foreign licensing, manufacturing, and distribution arrangements.
- U.S.-based multinational companies regarding managing foreign tax credits.
- U.S. oil field service companies in structuring foreign investments and exit strategies to take advantage of tax treaty networks and check-the-box elections.
Financial Institutions and Investment Funds
- Publicly traded bank holding companies regarding tax-free acquisitive reorganizations.
- An investment partnership general partner on structuring profits interest.
- A client in formation of a $400 million private equity fund.
- An infrastructure project company regarding senior debt, mezzanine debt, and shareholder loans.
- A creditors' committee regarding the workout of distressed loans.
- An S-corporation in the sale of all of its telecommunication assets to Berkshire Hathaway for $1.5 billion.
- A health care company regarding its entry into the Middle East region.
- A multinational oil field service company in acquisition and disposition of technology related businesses.
- Software companies regarding global licensing agreements.
- Pharmaceutical companies regarding global R&D, manufacturing, licensing, and transfer pricing.
- A public hospital regarding an R&D joint venture with a pharmaceutical company.
- Individual taxpayers at IRS appellate hearings, achieving favorable results.
- An oil and gas company at IRS appellate hearings, obtaining reversal of assessments of tax, interest, and penalties.
- A Middle Eastern oil and gas company regarding IRS appellate hearings.
- Porter Hedges Represents Par Pacific Holdings in its Pricing of Private Offering of $105 Million of 12.875% Senior Secured Notes Due 2026Firm News, 05.28.2020
- Firm News, 02.13.2019
- Porter Hedges Represents Par Pacific in Financing its $358 Million Acquisition of U.S. Oil & Refining Co. in WashingtonFirm News, 01.15.2019
- Firm News, 12.21.2017
- Porter Hedges Represents Ultra Petroleum in Securing $175.0 million Incremental Senior Secured Term Loan OfferingFirm News, 10.01.2017
- Firm News, 02.07.2017
- Firm News, 11.30.2016
- Firm News, 08.26.2016
- Firm News, 08.25.2016
- Firm News, 06.23.2016
- Firm News, 06.21.2016
- Porter Hedges Represents EIV Capital in the Sale of Four Landfill Gas-to-Energy Facilities to Cube District EnergyFirm News, 04.15.2016
- Firm News, 02.17.2016
- Porter Hedges Advises Par Petroleum in Connection with New Supply and Offtake Agreement with Goldman Sachs’ Trading SubsidiaryFirm News, 06.02.2015
- Media Mention, 11.29.2017
- "Black Stone Minerals, L.P. Announces $340 Million Acquisition of Mineral and Royalty Interests and Private Placement of Cumulative Convertible Preferred Units," Black Stone Minerals News ReleaseMedia Mention, 11.27.2017
- Media Mention, 11.27.2017
- "Deal of the Week: Houston industrial services co. acquired by PE firm, merges with Canada co.," Houston Business JournalMedia Mention, 02.10.2017
- Media Mention, 04.14.2016
- Media Mention, 02.18.2016
- Media Mention, 02.01.2016
- Media Mention, 03.30.2015
- Publication, 12.20.2017
- Oil & Gas Tax Alert - "Trump's 15% Pass Through Tax Proposal: Say Goodbye to Joint Operating Agreements?"Publication, 05.09.2017
- Publication, 05.08.2015
- “Proposed Mexican Energy and Tax Reform,” Oil and Gas Financial JournalPublication, 09.2014
- "Financing Oil and Gas Operations," ABA Midyear Tax Section Meeting, PanelistSpeaking Engagement, 01.30.2015
- "Recent Developments in Cross Border Transactions and BEPS Proposals," 17th Annual Texas Bar International Tax SymposiumSpeaking Engagement, 11.06.2014
- "Production Payments," TexFed: Oil & Gas Tax ConferenceSpeaking Engagement, 11.04.2014
State Bar of Texas, Member
New York State Bar, Member
The Houston Tax Roundtable, Member
The International Tax Forum, Member