Todd Denison Keator

Todd Keator serves as the co-practice group leader of the Tax, Executive Compensation and Benefits Practice. He represents clients in U.S. transactional tax matters, including general corporation, partnership, and limited liability company formation and operation; real estate syndications, development deals, and purchase and sale transactions; REIT structuring and tax advice; tax-deferred 1031 exchanges and structuring; oil and gas syndications, farm-outs, joint ventures, and M&A transactions; private equity and portfolio company formation, operations, restructurings, and M&A transactions; tax structuring for mergers, acquisitions, divisions, and financing; U.S. inbound transactions involving the Foreign Investment in Real Property Tax Act; and state tax planning and advice.

Representative Experience

• Represented multiple clients in oil and gas acquisitions and divestitures, including preparation and negotiation of tax partnership agreements
• Represented clients in the formation of a salt water disposal well business, roll-up of same into a limited partnership, and sale of assets to a public entity buyer
• Represented individuals, partnerships and corporations in various transactions involving insurance products, including syndication of fractional interests in life insurance policies and transactions involving protected cell company insurers
• Represented corporations in tracking stock transactions related to onshore and offshore oil and gas exploration
• Represented multiple corporate clients in private and public debt and stock offerings
• Represented a real estate holding partnership in the refinancing and recapitalization of real estate assets and disguised sale issues
• Represented multiple clients in oil and gas acquisitions and divestitures, including preparation and negotiation of tax partnership agreements
• Represented multiple real estate sponsors in the syndication of tenancy-in-common interests in commercial and residential properties
• Represented an investment firm in the syndication of low income housing tax credits
• Drafted partnership and LLC agreements for clients in all types of industries
• Represented state department of transportation in a private toll road development project
• Represented various MLPs in formation, secondary offering, and asset acquisition transactions
• Represented individuals and partnerships in various 1031 exchange transactions, including forward and reverse exchanges, “drop & swap” exchanges involving TIC interests and installment notes, build-to-suit exchanges, and “Bartell” structures
• Represented a sponsor in the formation of a private REIT
• Drafted tax opinions for various clients on a wide range of federal income tax issues