Oil & Gas – Transactional

Clark Hill’s transactional lawyers work with clients on mergers, acquisitions, and divestitures of every type of oil and gas interest, including the financing of such transactions, in all of the major oil and gas-producing states and domestic offshore. Our transactional capabilities cross the entire energy spectrum and include oil and gas producers, oil field services companies, marine, trucking and rail services, pipeline and other midstream related companies, and downstream refiners, traders, and terminals.

We advise clients on entire transactions—including all required documentation – starting with the evaluation of opportunities, to the letter of intent, and through the transaction and post-closing matters.

On more day-to-day matters, we document agreements such as:

  • Private equity sponsorships
  • Private placements of debt and equity
  • Joint ventures
  • Exploration and production-related contracts, including operating agreements
  • Surface use agreements
  • Water use agreements
  • Mineral leases and deeds
  • Equipment leases
  • Oil and gas purchase and processing agreements
  • Royalty and mineral conveyances and other forms of production interests
  • Pipeline easements
  • Transportation (marine/rail/pipeline/truck) agreements, storage agreements, and delivery contracts
  • Onshore and offshore logistics agreements

EXPERIENCE

  • Represented publicly traded oil field supply company in acquiring the assets of four strategic suppliers and a fifth company
  • Represented privately-held oil field service provider in the sale of its assets
  • Represented natural gas compression provider in the sale of compression units in the United States and abroad
  • The $825 million divestiture of compression services division by an equipment company to a public MLP
  • The sale of over 26,000 net mineral acres in Southeast Texas, including a complex exchange of non-participating royalty interests involving such minerals and over 40,000 other net mineral acres
  • Structured, negotiated and documented the acquisition of over 10,000 net leasehold acres in the Utica Shale in Ohio
  • Structured, negotiated and documented the purchase of leasehold interests in 60,000 undeveloped leasehold acres in the Bakken Shale in North Dakota
  • Structured, negotiated and documented a three-party transaction involving the simultaneous acquisition and sale of producing and non-producing properties in East Texas
  • The $600 million sale of oil country tubular goods distributor divisions of NYSE international oil field service company
  • The purchase of marine transportation company for cash and stock and restructuring of financing
  • Purchase of $450 million of oil and gas properties in the Gulf Coast area and the structuring of company and the debt and private equity financing
  • Purchased assets of crude oil marketer operating in West Texas and New Mexico
  • Handled series purchase of stock and assets of multiple oil field service companies by an NYSE company and sale of certain assets acquired
  • The merger of an NYSE oil field service company and purchase by an NYSE oil field service company
  • Sale of oil and gas properties in North Louisiana
  • Formed joint venture for the purchase and sale of petroleum and petrochemical products in the U.S. mid-continent
  • Acquisition of a land drilling company and related  private equity financing
  • Served as counsel to EPC company for an international refinery project in Russia
  • The purchase of West Texas assets from U.S. Bankruptcy Court
  • Represented large crude oil marketer
  • Represented midstream company engaged in the storage, transportation (truck, rail, and pipeline), terminaling, and export of crude oil and crude oil products
  • Project financing for energy projects in Mexico and the United States
  • A seismic joint venture in the Gulf of Mexico
  • The formation of oil and gas royalty trusts and related offerings of securities
  • Represented publicly-traded oil field services company in its acquisitions of several businesses including an oil well data testing and analysis services company, an oil field wireline services and equipment rental company, intellectual property assets from a bankruptcy debtor, and an oil field technology company
  • Represented publicly-traded MLP in its divestiture of a minority stake in a Utica Shale (Ohio) joint venture owner of midstream assets – pipelines, a cryogenic processing plant, natural gas liquids fractionator, storage, and rail center
  • Represented private equity fund sponsor and its portfolio company in the divestiture of an operator of Oklahoma oil and gas properties
  • Represented a deepwater ROV tooling equipment provider in a leveraged buyout by private equity fund sponsor and subsequent roll up and consolidation merger in connection with the formation of an offshore fund
  • Represented an exploration and production company in an arbitration regarding contractual adjustments to a $420 million purchase and sale agreement for an exploration and production company
  • Represented a private equity firm in a Texas arbitration and lawsuit regarding potential contractual indemnification obligations that arose after the sale of a gas compression company
  • Represented an exploration and production company in litigation pending in Texas federal court concerning drainage claims relating to a previously divested Gulf of Mexico lease
  • Represented an exploration and production company in a lawsuit brought by working interest owners challenging expenses allocated to oil wells
  • Represented oil and gas companies in numerous multimillion-dollar transactions for the purchase and sale of oil and gas leases and producing properties
  • Negotiated participation agreements, farm-outs, and joint operating agreements between oil and gas companies
  • Negotiated surface use agreements between a municipality and oil and gas companies
  • Negotiated natural gas sales, gathering and processing agreements
  • Represented a bank acting as escrow agent of $900 million in producing properties
  • Represented banks in financing and re-financing of numerous oil and gas properties by oil and gas companies
  • Represented purchasers in purchase and sale agreements for the purchase of saltwater disposal systems
  • Represented landowners in numerous agreements to sell produced groundwater to oil and gas operators for drilling, fracking, and operations
  • Represented the owner of groundwater rights in a structured sale of ownership rights
  • Assisted landowner with the development of an automated water supply station to supply oil and gas operators

Experience

Representation of a public oil and energy exploration company in its strategic acquisition/merger of another public oil and energy exploration company.

Represented oil and gas exploration company regarding formation of oil and gas well drilling programs.
Represented mineral owners for oil and gas lease negotiations.
Represented financial institutions as lender to exploration companies.
Represented international power producer in litigation brought by state attorney general resulting in dismissal of claims