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

 

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