Biography
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.
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
NRG Energy, Inc. on its:
- approximately US$12 billion acquisition of a portfolio of natural gas facilities and a commercial and industrial virtual power plant platform from LS Power
- approximately US$560 million acquisition of six power generation facilities from Rockland Capital, LLC
Occidental Petroleum Corporation on its:
- approximately US$905 million sale of certain DJ Basin assets to Elk Range Royalties
- 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
- 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
Saudi Aramco on its:
- acquisition of Valvoline's Global Products Business from automotive services provider Valvoline Inc. for approximately US$2.65 billion
- acquisition of Esmax Distribución SpA, a leading diversified downstream fuels and lubricants retailer in Chile
Sixth Street Partners, LLC on its:
- US$405 million acquisition of PDP assets from Laredo Petroleum, Inc., a company focused on exploration in the Permian Basin
- purchase of mineral interests from Long Point Minerals
TotalEnergies on its agreement with KKR for the sale of 50% of a 1.4 GW solar portfolio with an enterprise value of US$1.25 billion
EIG Global Energy Partners on its acquisition of a 49.87% interest in Transportadora de Gas del Perú S.A. (TGP) from Canada Pension Plan Investment Board
Ara Partners on its acquisition of Genera Energy Inc., a manufacturer of non-wood agricultural products and molded fiber products
CVC Capital Partners in its:
- acquisition with co-investor Caisse de dépôt et placement du Québec, of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd., a leading publicly traded Chinese marketing services conglomerate
- acquisition of a majority stake in Green Veracity Acquisition Holdings, the parent company of Veritext, a leading provider of deposition and litigation services
Bestinver Infra in its acquisition of an interest in the Northside student housing project, a community of student house facilities in Dallas, Texas
Amberjack Capital Partners in its partnership with Industrial Thermal Services, LLC, a premier provider of industrial heat treating and specialty services
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
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
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
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
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
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
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
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
NRG Energy, Inc. on its issuance of US$4.9 billion of senior notes
JBS USA Lux S.A., a subsidiary of JBS S.A., in the issuance of US$2.5 billion of senior notes
GameStop Corp. on its:
- US$1.3 billion offering of 0% convertible senior notes due 2030
- US$2.25 billion offering of 0% convertible senior notes due 2032
- distribution of up to US$1.9 billion in warrants to shareholders
Bit Digital, Inc., a publicly traded digital asset platform focused on Ethereum-native treasury and staking strategies, on its:
- US$172.5 million underwritten public offering
- US$135 million offering of 4% convertible senior notes due 2030
Multicoin Capital on its investment in a US$1.65 billion private placement in Forward Industries, Inc. to initiate a Solana-focused digital asset treasury strategy
WhiteFiber, Inc., a leading artificial intelligence infrastructure solutions provider, on its upsized initial public offering
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
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