GAILLE PLLC’s founder previously served as the CCO & General Counsel of a NASDAQ-listed exploration and production company.  In his role as General Counsel, Scott Gaille negotiated and managed all legal matters for a shale operator, including nine figure joint ventures opposite EOG Resources, Inc. and Hess Corporation.

U.S. UPSTREAM FIRM REPRESENTATIVE MATTERS

JOINT VENTURES

• Represented private company in a South Texas Eagle Ford shale joint venture with major integrated E&P company, which included a $500 million lease bank and a 10% carried working interest in development wells for the client
• Represented public corporation in a three-phase shale joint venture in East Texas with a major industry partner, which included nine figures of cash consideration and carried well costs for the client
• Represented private company in joint exploration and development agreement with Chinese exploration and production company
• Represented public corporation in a shale joint venture in East Texas with a major private equity fund, which included eight figures of cash and an ongoing management fee
• Represented public corporation in a shale joint venture with a private equity portfolio company, which included a carry of wells and other costs for the client
• Represented private operator in the negotiation of participation agreements with non-operators in Kansas
• Represented private operator in negotiation of joint exploration and development agreement with public company partner in DJ Basin (Colorado)

ASSET SALES AND PURCHASES

• Represented seller of shale wells and acreage in asset sale agreement, disposing of the acreage position and accompanying production for eight figures cash
• Represented buyer of Eagle Ford position being divested by major operator in nine figure asset sale and purchase agreement
• Represented buyer of Texas panhandle production and acreage being divested by major operator in eight figure asset sale and purchase agreement
• Represented buyer of non-operated working interests in Permian Basin in eight figure asset sale and purchase agreement
• Represented seller of operated working interests in Permian Basin (Texas) in eight figure asset sale and
• Represented buyer of operated working interests in DJ Basin (Colorado)
• Represented junior industry partner in nine figure division of assets agreement, pursuant to which former joint venture partners were buyers and sellers across different production areas
• Frequent negotiations of dispositions and acquisitions of working interests (operated and non-operated) throughout the United States.

FINANCING ARRANGEMENTS

• Multiple asset joint ventures with carried interest arrangements
• Multiple reserve-based lending arrangements
• $65 million line of private equity for Texas operator
• $100 million of senior secured notes, including amendments and extensions to same
• $40 million of convertible notes, including conversion agreements
• Various other equity sales, including PIPE equity offering with warrant coverage, convertible preferred stock with warrant coverage, and common stock at-the-market (ATM) facility
• Conversion of $100 million of debt to equity involving senior and junior lenders
• Conversion of $50 million of debt to overriding royalty interests
• Investment banking engagement letters and related agreements in connection with running various divestment processes
• Going-public NASDAQ merger and equity sales through Form S-4

GATHERING & MARKETING AGREEMENTS

• Represented DJ Basin (Colorado) operator in multiple gas gathering agreements
• Represented Permian Basin (Texas) operator in multiple gas gathering agreements
• Represented New Mexico producer in gas gathering and processing agreement, whereby minimum volume commitment will be increased in exchange for super-firm or priority one service (higher preference in cases of curtailment)
• Represented two non-operators in negotiated settlement related to minimum volume commitments under a gas gathering agreement
• Represented North Texas operator in renegotiating and updating the terms of four dated gas sales agreements
• Represented operator in conversion of fixed fee, dedicated area gas gathering and processing agreement to minimum volume, percentage of proceeds gas gathering and processing agreement
• Represented DJ Basin (Colorado) operator in multiple crude gathering agreements
• Represented Permian Basin (Texas) operator in multiple crude gathering agreements
• Represented DJ Basin (Colorado) operator in multiple produced water gathering and disposal agreements
• Represented Permian Basin (Texas) operator in multiple produced water gathering and disposal agreements

OPERATING, SERVICES, AND PROCUREMENT

• Frequent negotiation of AAPL joint operating agreements on behalf of both operators and non-operators
• Frequent negotiation of master service agreements on behalf of operators and service companies
• Frequent negotiation of drilling contracts on behalf of operators
• Represented operator in fresh water supply agreements in Permian Basin (Texas)
• Represented operator in fresh water supply agreements in DJ Basin (Colorado)
• Represented operator in procurement and services agreements related to the operation of wells and production facilities in the Eagle Ford

MODEL AGREEMENTS AND BEST CONTRACTING PRACTICES

• Drafted all types of model agreements to decrease the cost of repetitive transactions
• Drafted agreement handbooks for use in conjunction with form or model agreements; agreement handbooks provide an alphabetical, encyclopedia-like summary of key terms and conditions of frequently used agreements
• Drafted project handbooks for use in conjunction with major joint ventures; project handbooks provide an alphabetical, encyclopedia-like summary of key rights and obligations of the suite of agreements governing the project
• Drafted annotated agreements for use with form or model agreements; annotated agreements identify provisions that are most likely to receive comments from counter-parties and provide fallback or compromise positions in order of preference
• Created power point presentations to train business units regarding model agreements and project teams regarding their rights and obligations; taught multiple training sessions at headquarters and project locations