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Oil & Gas Projects

Oil & Gas

Over the last 30 years, we have designed Bracewell to be an oil and gas projects law firm. We handle a wide variety of large and small clients involved in the oil and gas value chain, including upstream exploration and development companies; oilfield service businesses; pipeline, storage and terminals companies; refining and chemicals companies; commercial banks, trading houses, investors and private equity investors involved in oil and gas; and investment banks, other intermediaries and strategic advisors to oil and gas companies and investors. Bracewell has developed targeted practices, such as regulatory, environment, tax, intellectual property, and strategic communications, to serve the oil and gas industry. Our industry focus enables us to maintain cutting-edge experience and in-depth knowledge of the commercial, legal and regulatory challenges faced by our clients, so that we can provide the most effective legal solutions to facilitate transactions and resolve disputes.

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Representing clients in the upstream oil and gas industry in jurisdictions across the globe is at the core of what we do.  Our integrated team, which is one of the largest in the world, covers every aspect of the upstream sector, including transactions; financings; project development and commercial arrangements; environmental and other regulatory permitting, compliance, enforcement and defense; governmental relations; and disputes.  Our clients include independent upstream businesses, major integrated oil companies, private investment funds and financial institutions. 

The oil and gas midstream business is a primary focus at Bracewell.  We are unique in our depth and breadth of experience in all aspects of the midstream sector.  As a result, we are able to efficiently provide comprehensive legal advice to midstream businesses and investors.  Our large midstream team includes practitioners with experience in the U.S. and across the globe in the development, regulation, ownership, operation, acquisition and disposition of gas and liquids pipelines, gathering systems, storage and processing facilities, terminals, and LNG facilities. We cover the complete midstream life-cycle, from project development, permitting, financing and construction through operations, sales and purchases of midstream assets and companies, and ultimately through the abandonment and satisfaction of the related regulatory requirements.  Our experience includes environmental permitting, compliance and incident management and defense; precedent agreements and other storage, processing, gathering and throughput agreements; tariffs and ongoing regulatory compliance; antitrust analysis and compliance; and government relations to influence policy and facilitate regulatory approvals.  In addition, in the U.S., we routinely support clients before Congress, FERC, PHMSA, EPA, OSHA and other federal and state regulatory agencies.

Bracewell is among the leading law firms in standardized and structured transactions involving physical and financial power, oil, gas and other commodities.  We bring a unique perspective with several lawyers on our team who have had in-house experience working for commodity trading businesses as well as experience with federal energy commodity regulators.  Our lawyers are intimately familiar with agreements promulgated by the International Swaps and Derivatives Association and the North American Energy Standards Board and have significant experience with structured commodity transactions, acquisitions and divestitures involving trading portfolios and compliance with related regulations.

Private equity investing, including both debt and equity, is a core component of our transactions business. Our private equity experience has a particular focus in oil and gas, power and infrastructure investments, but also includes a wide variety of other industries. We handle all types of transactions on behalf of private equity clients, including equity and debt investments, joint ventures, distressed investments and exit transactions. Our team includes lawyers with significant experience advising private equity clients on fund formation, tax, and regulatory matters.

Bracewell has experience in all aspects of downstream oil and gas operations, including refining, manufacturing, marketing, and distribution businesses.  We act for some of the largest refining and petrochemical companies in the world, as well as financial institutions and other lenders to the industry. Our lawyers represent clients in connection acquisitions and disposals, project and portfolio financing, operational arrangements (including feedstock and offtake contracts), environmental and compliance issues, permitting and other regulatory matters, intellectual property issues, and defending and prosecuting litigation.

Experience

Recent Notable Matters

Par Pacific Holdings, Inc. acquisition of 100 percent of the equity interests in U.S. Oil & Refining Co. and certain affiliated entities for $358 million, including a 42,000 bpd refinery, a marine terminal and associated logistical system in Tacoma, Washington

Apache Corporation — creation of $3.5 billion midstream company with Kayne Anderson Acquisition Corp., forming the only publicly traded, pure-play Permian Basin midstream company that is a C-corporation

Alinda Capital Partners sale of NorTex Midstream Partners, LLC, a company owned by funds managed by Alinda that own Texas gas storage facilities, to a subsidiary of Castleton Commodities International LLC

Apache Corporation — strategic partnership with EPIC Midstream Holdings, LP and Noble Energy Inc. to develop the EPIC Crude Oil Pipeline, including transportation service agreements, tariffs and related regulatory matters

Apache Corporation — formation of SCM Alpine, LLC, which will own and operate a greenfield NGL y-grade pipeline, including transportation service agreements, tariffs and related regulatory matters

Eni S.p.A. — $934 million sale of a participating interest in the Egyptian Shorouk Concession, containing the Zohr gas field, to Mubadala Petroleum

Hellenic Republic Asset Development Fund – sale of 50.1 percent of Hellenic Petroleum S.A., which owns three substantial refineries in Greece among other downstream assets

HPS Investment Partners, LLC and Kingfisher Midstream, LLC  merger agreement between Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to combine and form Alta Mesa Resources, Inc.

Kinder Morgan, Inc. — investment between Kinder Morgan Texas Pipeline LLC, DCP Midstream, LP and an affiliate of Targa Resources for the $1.7 billion Gulf Coast Express Pipeline Project, designed to transport up to 1.92 billion cubic feet per day of natural gas

PetroLogistics Company LLC formation of PetroLogistics II LLC, a joint venture between the founders of PetroLogistics, Quantum Energy Partners, Stonecourt Capital LP, and others with initial capital commitments in excess of $500 million for the development of petrochemical facilities

Pioneer Natural Resources Company sale of assets in the Raton Basin in southeastern Colorado to Evergreen Natural Resources LLC

Phillips 66 structuring and negotiation of transaction with DCP Midstream LP whereby DCP acquired an option to purchase up to a 30 percent ownership interest in the company’s new fractionators under construction at its expanded Sweeny Hub

Phillips 66 Partners LP — joint venture construction and operating agreements with Andeavor and an equity option with Enbridge Inc. for the Gray Oak Pipeline, LLC joint venture, and in a joint venture with Buckeye Partners LP to develop the new South Texas Gateway Terminal at the mouth of Corpus Christi Bay

Sabalo Energy, LLC approximately $950 million transaction with Earthstone Energy, Inc., including both producing and non-producing oil and gas assets in the northern Midland Basin

SemGroup Europe Holding L.L.C. — sale of SemLogistics Milford Haven Limited, a petroleum terminal and storage business located in South Wales, to Valero Logistics UK Limited, a subsidiary of Valero Energy Corporation

Three Rivers Operating Company III Company — sale of 59,000 net acres in the Delaware Basin for an undisclosed cash consideration to Admiral Permian Resources, LLC

Ameredev — $615 million sale of undeveloped acreage and producing oil and gas properties in the Delaware Basin (27,552 gross (16,098 net) surface acres) to Callon Petroleum Operating Company

Bluescape Energy Partners, LLC — formation of, and initial investment in Jumar Energy Capital, LLC

Castleton Commodities International LLC — equity investment by Tokyo Gas America Ltd. in CCI's subsidiary, Castleton Resources LLC, which owns upstream assets in East Texas

Cheniere Energy, Inc. — formation of a joint venture for the development of the Midship pipeline project, an approximately 200 mile, 36-inch, FERC-regulated natural gas pipeline with capacity of up to 1,400 MMcf/day from the Scoop/Stack plays in Oklahoma to Bennington, Oklahoma

Impact Oil & Gas Ltd — agreement to sell to Woodside Energy a 65 percent interest in upstream oil and gas assets in the offshore joint development area of Senegal and Guinea Bissau in West Africa

Parsley Energy Inc. — $2.8 billion acquisition of certain entities holding undeveloped acreage and producing oil and gas properties in the core of the Midland Basin from Double Eagle Energy Permian LLC and certain of its affiliates consisting of approximately $1.4 billion in cash and approximately 39.8 million units of Parsley Energy

Pembina Pipeline Corporation — CAD$9.7 billion combined cash and stock acquisition of Veresen Inc.

Plains All American Pipeline, L.P. — sale of 100 percent of the equity interests of Bluewater Natural Gas Holding, LLC to WEC Energy Group, Inc.

Alinda Capital Partners, LLC and GE Energy Financial Services, Inc. — $1.89 billion agreement to sell SourceGas Holdings LLC to Black Hills Corp.

Apache Corporation — disposal of its operated interest in the SAGE System, a major gas pipeline system and gas processing terminal in the U.K., to Ancala Partners, and on Apache's associated long-term gas transportation and processing agreement

ArcLight Capital Partners, LLC — purchase of the FERC-regulated Trans-Union Pipeline from Entegra Power Group and related acquisition financing

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The CFTC and Virtual Currencies: Amidst All the Hype, Don’t Forget “Commodity” is still a Defined Term

April 13, 2018

The Internet recently erupted with news reports and law firm legal alerts broadcasting the endorsement by a federal court of the Commodity Futures Trading Commission’s (CFTC) position that virtual currencies (a/k/a cryptocurrencies) are commodities subject to...

FERC Approves Settlement of Alleged Market Manipulation Suit

On April 10, 2018, the Federal Energy Regulatory Commission (“FERC” or the “Commission”) approved a stipulation and consent agreement (the “Settlement Agreement”) between FERC’s Office of Enforcement (“Enforcement”) and ETRACOM LLC and Michael...

Court Provides Further Clarity Regarding Scope of FERC’s Enforcement Authority

On March 30, 2018, the U.S. District Court for the Southern District of Ohio issued an opinion granting in part and denying in part motions to dismiss the Federal Energy Regulatory Commission’s (“FERC”) action seeking to enforce its assessment of civil penalties against Coaltrain...

U.S. Futures Exchanges Disciplinary Actions Alert: March 2018

The Bracewell U.S. Futures Exchanges Disciplinary Actions Report is a monthly report that provides summaries of certain disciplinary notices by U.S. exchanges during the prior month. The report has a...

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