Ryan Phelps
Partner
Overview
Ryan Phelps helps clients navigate federal tax considerations related to energy investments, tax credit monetization, mergers and acquisitions (M&A) and other complex domestic and cross-border transactions. A significant part of his practice involves advice over eligibility, structuring and monetization of federal energy tax credits and other tax incentives for solar and wind, energy storage, advanced manufacturing, alternative fuels, carbon capture and other incentivized technologies. He also advises on M&A and private investment fund structuring, helping clients manage tax exposure and align transaction structures with their business objectives.
Ryan's broader transactional practice includes M&A, divestitures, leveraged buyouts, joint ventures, tax-free spinoffs, restructurings, public offerings and other financings. He helps clients evaluate federal income tax considerations as they structure, negotiate and execute domestic and cross-border transactions. He also counsels sponsors and investors on the structuring and formation of, and investment in, U.S. and international private equity, real estate and continuation funds.
His combined transactional, energy credit and fund experience allows him to help clients address tax considerations across the full range of their investment activity.
Representative Experience
- Represented a power and infrastructure private equity fund in a joint venture investment to own and operate two renewable natural gas projects at landfills
- Represented a top private equity fund in its $150 million investment in a developer focused on the development of utility-scale battery storage resources co-located with existing power infrastructure
- Represented a leading global private infrastructure investment platform in its investment in a provider of wind energy solutions
- Represented a private equity-backed clean energy investment platform in the $768 million sale of a renewable energy platform
- Represented an international private equity firm on the sale of its interest in a 175-megawatt (MW) solar photovoltaic project
- Represented a publicly traded upstream oil and gas company in its $1.5 billion acquisition of an exploration and production company
- Represented a publicly traded upstream oil and gas company in multiple acquisitions of oil-producing assets in the Midland Basin and the Delaware Basin, totaling more than $6.6 billion
- Represented a publicly traded upstream oil and gas company in its $4.2 billion acquisition of leasehold interest and related assets in the Permian Basin and the concurrent $825 million sale of its Bakken assets
- Represented an oilfield services company in its merger with a publicly traded oil and gas company for $268 million in cash and newly issued shares of stock, plus earnout
- Represented an upstream oil and gas company in its $508 million definitive agreement to acquire certain upstream oil and gas assets
- Represented an upstream oil and gas company in its $376 million combination with a competitor
- Represented a top global oilfield services provider in the multibillion-dollar sale of its North American onshore hydraulic fracturing business
- Represented an upstream oil and gas company in its acquisition of upstream assets in Northern Louisiana for $245 million-plus contingent payments tied to future commodity prices
- Represented an oil and gas company in its $295 million sale of oil and gas assets and gas processing facilities in the Hugoton Gas Field in Kansas
- Represented a private equity investor in connection with the formation of a new oil and gas royalty interests acquisition platform and the related acquisition of certain royalty interests
- Represented an upstream services company on the carveout sale of their pressure pumping business to a publicly traded energy company
- Represented an English offshore drilling company in tax and structuring advice for its $12 billion combination with a competitor in an all-stock transaction
- Represented a foreign pension fund in its $7 billion investment in an international private security services company
- Represented an international energy-focused private equity fund in its sale of one of the largest independent renewable power producers in Chile to a global renewable energy independent power producer
- Represented a global private equity fund in its acquisition of a provider of scalable liquid cooling solutions, headquartered in Canada
- Represented a global private equity fund in its $4.475 billion acquisition of a corporate fixed-base operator and service provider with locations at airports across the United States, and in subsequent add-on mergers and acquisitions, totaling more than $1.5 billion
- Represented a private investment firm in its acquisition of a food ingredient and ethanol businesses
- Represented a major private equity fund in the sale of interests in a portfolio of pediatric physicians practices, valued at more than $1 billion
Credentials
- The University of Texas School of Law, J.D., with honors
- Northeastern State University, B.B.A., Accounting, summa cum laude
- Texas
- State Bar of Texas, Tax Section
- Houston Bar Association
- Texas Law Review, The University of Texas School of Law, Associate Editor, 2014-2016
- The Legal 500 USA, Energy Transactions: Oil and Gas, 2025; Tax – U.S. Taxes: Non-Contentious, 2025, 2026
- Order of the Coif