Michael Rodgers

Michael Rodgers advises 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).

Michael also 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 has also 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.

Work highlights

• REE Automotive Ltd.: advising an Israel-based electric-vehicle technology startup, on its US$3.6bn go-public acquisition by 10X Capital Venture Acquisition Corp. (NASDAQ: VCVCU), a SPAC.*
• GE Energy Financial Services: advising as tax equity investors in a 250MW Amadeus wind farm in Texas.*
• A US$200bn global services fund: advising on tax equity investments involving renewable energy projects by providing international tax structuring advice and technical tax analysis.*
• VIA Motors International, Inc.: advising this electric commercial vehicle company on its acquisition (in an all-stock merger valued at up to US$630m) by Ideanomics, Inc., a global company focused on driving the adoption of commercial electric vehicles and associated energy consumption.*
• Korea Midland Power (KOMIPO): advising as cash equity investors on:
   -  a 130MW ground-mounted solar photovoltaic generating facility and associated infrastructure located in Texas.
   -  a 160MW solar photovoltaic power plant located in Texas.*
• East West Bank: advising: 1. as tax equity investor in a 7.4MW fuel cell power plant located in Connecticut. 2. as sole term lender, with respect to two operating biomass projects in California and Quebec.*
• A billion-dollar private equity fund: advising in connection with tax planning and structuring advice for various acquisitions of portfolio companies throughout Europe and South America.*
• An affiliate of Sixth Street Partners: advising on a US$402m overriding royalty interest acquisition and joint venture with Antero Resources Corporation.*
• A syndicate of commercial and institutional lenders led by Société Générale: advising on the up to US$1.25bn financing of the development of the deepwater Shenandoah field in the U.S. Gulf of Mexico and related offshore infrastructure being developed by Beacon Offshore Energy, Navitas Petroleum and Houston Energy Quantum.*
• A global high-tech conglomerate: advising in connection with tax planning, withholding tax and debt financing considerations as a means to facilitate internal corporate restructuring.*

*Includes matters handled prior to joining Linklaters*

Work highlights continued

• Last Mile Energy Solutions, LLC: advising a developer of liquefied natural gas (LNG) production and distribution assets with headquarters in Houston, on its acquisition of CenterPoint Energy Mobile Energy Solutions, Inc., a provider of solutions with respect to compressed natural gas and LNG.*
• EOG Resources, Inc. (NYSE: EOG): advising one of the largest independent oil and natural gas companies in the U.S. on its exit from China through the US$140m 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.*
• Occidental Petroleum: advising on its:
  1. US$825m sale of onshore oil and gas assets in Colombia to The Carlyle Group, a private equity management firm.
  2. US$508m sale of non-strategic acreage in the Permian Basin to an affiliate of Colgate Energy Partners III, LLC.*
• Priority Power Management, LLC, an independent energy management services and consulting firm: advising on 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.*
• Kansas City Southern Railway Company: advising 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 2.4m square feet of building capacity for warehousing and distribution adjacent to KCS’ David L. Starling Wylie Intermodal Terminal.*
• ARM Energy Holdings, LLC: advising on the formation of ARM Resource Partners, LLC (ARM Resources) with a capital commitment from EIV Capital, LLC. ARM Resources will make investments in various non-operating working interests, producing and non-producing mineral interests, royalty interests and other passive upstream investments within the U.S.*
• Numerous Fortune 100 multinational oil and gas companies: advising on proposed international tax legislation.*
• U.S. tax counsel to a start-up Mexican company: advising in connection with expanding operations into the U.S. in a tax-efficient manner.*
• U.S. citizens and small businesses: advising as U.S. counsel in connection with investing in both Europe and Asia.*
• A mid-sized foreign fund: advising as U.S. counsel in connection with commodities trading in the U.S.*
• Numerous U.S. individual taxpayers: advising in connection with issues related to expatriation tax, residency analyses and foreign bank account reporting obligations.*

*Includes matters handled prior to joining Linklaters.

Michael received his Juris Doctorate from Arizona State University and his Master of Laws in Taxation from the New York University School of Law. He holds a Bachelor of Arts in Government from Cornell University.

Michael has authored several articles for Bloomberg legal journals, including:

• "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.