Michael Rodgers
Biography
Overview
Michael Rodgers is a counsel in White & Case's Tax practice, and is resident in the Houston office. Michael specializes in advising sponsors, lenders and investors in connection with renewable energy projects in the wind, solar, hydro fuel cell and carbon capture spaces. In particular, he has experience in structuring, planning and negotiating infrastructure and renewable energy transactions, with an emphasis on flip partnership structures, repowering transactions, and the qualification of projects for federal income tax credits, including the credit for electricity produced from certain renewable resources under Section 45 of the Internal Revenue Code (PTC), the energy investment tax credit under Section 48 of the Internal Revenue Code (ITC) and the credit for carbon oxide sequestration under Section 45Q of the Internal Revenue Code (Carbon Capture Credit).
Additionally, Michael has extensive experience in cross-border tax planning, and has focused on numerous tax-efficient structuring plans for a wide variety of public and private clients, including private equity funds and strategic buyers involved in both domestic and cross-border mergers, acquisitions, spinoffs, restructurings and other transactions. He also has assisted both individual clients and businesses with "inbound" issues, relating to the tax consequences and best practices associated with foreign investment and business activities in the United States, as well as "outbound" issues, involving Americans investing or doing business abroad.
Experience
Recent experience includes:
- Representation of a syndicate of commercial and institutional lenders, led by Société Générale, in the up to US$1.25 billion financing of the development of the deepwater Shenandoah field in the US Gulf of Mexico and related offshore infrastructure being developed by Beacon Offshore Energy, Navitas Petroleum and Houston Energy Quantum.
- Representation of electric commercial vehicle company VIA Motors International, Inc. on its acquisition (in an all-stock merger valued at up to US$630 million) by Ideanomics, Inc., a global company focused on driving the adoption of commercial electric vehicles and associated energy consumption.
- Representation of Last Mile Energy Solutions, LLC, a developer of liquefied natural gas (LNG) production and distribution assets with headquarters in Houston, in its acquisition of CenterPoint Energy Mobile Energy Solutions, Inc., a provider of solutions with respect to compressed natural gas and LNG.
- Representation of EOG Resources, Inc. (NYSE: EOG), one of the largest independent oil and natural gas companies in the United States, in its exit from China through the US$140 million sale of EOG Resources China Ltd., a company holding EOG's upstream oil and gas assets in China, including its participating interest in and operatorship of the Bajiaochang Field located in the Chuanzhong Block, Sichuan Basin, to Roc Oil Company Pty Ltd., an international oil and gas company based in Australia and subsidiary of Fosun International Ltd.
- Representation of Occidental Petroleum Corp. in its:
- US$825 million sale of onshore oil and gas assets in Colombia to The Carlyle Group, a private equity management firm.
- US$508 million sale of non-strategic acreage in the Permian Basin to an affiliate of Colgate Energy Partners III, LLC.
- Representation of Korea Midland Power (KOMIPO), as cash equity investors, in:
- a 130 MW ground-mounted solar photovoltaic generating facility and associated infrastructure located in Texas.
- a 160 MW solar photovoltaic power plant located in Texas.
- Representation of East West Bank:
- as tax equity investor in a 7.4 MW fuel cell power plant located in Connecticut.
- as sole term lender, with respect to two operating biomass projects in California and Quebec.
- Representation of GE Energy Financial Services, as tax equity investors, in a 250 MW Amadeus wind farm in Texas.
- Representation of REE Automotive Ltd., an electric-vehicle technology startup based in Israel, in its US$3.6 billion go-public acquisition by 10X Capital Venture Acquisition Corp. (NASDAQ: VCVCU), a SPAC.
- Representation of Priority Power Management, LLC, an independent energy management services and consulting firm, in its acquisition of Satori Enterprises LLC (d/b/a Satori Energy), a leading energy consulting firm based out of Chicago, Illinois serving more than 55,000 industrial, municipal and residential clients in 25 states, the District of Columbia, Canada and Mexico.
- Representation of Kansas City Southern Railway Company on its joint venture with NorthPoint Development to develop the master planned Wylie Logistics Park in Wylie, Texas (part of the Dallas metro area), which offers 2.4 million square feet of building capacity for warehousing and distribution adjacent to KCS' David L. Starling Wylie Intermodal Terminal.
- Representation of ARM Energy Holdings, LLC in connection with the formation of ARM Resource Partners, LLC (ARM Resources) with a capital commitment from EIV Capital, LLC. ARM Resources will focus on making investments in various non-operating working interests, producing and non-producing mineral interests, royalty interests and other passive upstream investments within the United States.
- Representation of an affiliate of Sixth Street Partners in a US$402 million overriding royalty interest acquisition and joint venture with Antero Resources Corporation.
- Representation of numerous Fortune 100 multinational oil and gas companies in connection with proposed international tax legislation.*
- Representation of a billion dollar private equity fund in connection with tax planning and structuring advice for various acquisitions of portfolio companies throughout Europe and South America.*
- Representation of a global high-tech conglomerate in connection with tax planning, withholding tax, and debt financing considerations as a means to facilitate internal corporate restructuring.*
- Representation as US tax counsel to a start-up Mexican company looking to expand operations into the United States in a tax-efficient manner.*
- Representation of numerous US individual taxpayers with issues related to expatriation tax, residency analyses, and foreign bank account reporting obligations.*
- Representation as US tax counsel of US citizens and small businesses investing in both Europe and Asia.*
- Representation as US tax counsel of a mid-sized foreign fund engaged in commodities trading in the United States.*
- Representation of a $200 billion global services fund engaged in tax equity investments involving renewable energy projects by providing international tax structuring advice and technical tax analysis.*
* Matters prior to joining White & Case
"Electricity Regulation (USA)," Getting The Deal Through published by Lexology, February 2023 (co-author)
IRS Guidance on Carbon Capture Credits – A Welcome Step, But Threshold Questions Remain Unanswered, Bloomberg Law, April 2020
A Second Bite at the APA: Altera's Rehearing and the Potential Invalidity of Cost-Sharing Regulations, Bloomberg BNA Tax Management International Journal, October, 2018
The Final §385 Regulations (Part II) – Classifying Interests in a Corporation, Bloomberg BNA Tax Management International Journal, February, 2017
The Final §385 Regulations (Part I) – Classifying Interests in a Corporation, Bloomberg BNA Tax Management International Journal, January, 2017
Proposed Regulations Under §385 – Classifying Interests in a Corporation, Bloomberg BNA Tax Management International Journal, July, 2016
Chomping at the Bit: U.S. Federal Income Taxation of Bitcoin Transactions, Journal of Taxation of Financial Products, Volume 11, Issue 3, 2013
