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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. In 2018 alone, our lawyers represented clients in 10 of the 16 announced long-haul Permian to Gulf Coast pipelines. 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 US 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 US, 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 fund development, 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.

As production from unconventional shale plays continues to grow across the US, a new industry has emerged focused on the business of water management. Our deep understanding of the upstream and midstream sector has made us the go-to firm for various stakeholders across this new industry. Our engagements to date include representing upstream producers and newly formed water management companies in the drafting and negotiation of gathering, disposal, connection, transportation and recycling agreements; the acquisition and disposition of water producing and disposal assets; and the drafting and negotiation of freshwater supply, recycling and redelivery agreements. We also engage in legislative and administrative advocacy as it relates to this burgeoning industry, both at the federal and state level. 

Experience

Recent Notable Matters

Global Infrastructure Partners contribution of $200+ million Bakken water gathering and disposal system to Hess Infrastructure Partners, a joint venture between Global Infrastructure Partners and Hess Corporation

Global Infrastructure Partners preferred equity investment of up to $200 million in Dos Rios Crude Intermediate LLC, a subsidiary of Noble Midstream Partners LP formed to hold Noble Midstream's 30 percent equity interest in the EPIC Crude Pipeline, which is being designed with an initial capacity of 590 thousand barrels per day from the Permian Basin and Eagle Ford to the Gulf Coast

Kingfisher Midstream, LLC and HPS Investment Partners, LLC — merger agreement among Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to form Alta Mesa Resources, Inc. This transaction was an UP-C structure created with the Riverstone SPAC

The Carlyle Group and CVC Capital Partners Fund VI — debt financing aspects of Neptune Energy Group's acquisition of a majority stake in ENGIE E&P International S.A. for $3.9 billion

Global Infrastructure Partners and affiliated funds — acquisition of 50 percent interest in Hess Infrastructure Partners LP's crude oil and natural gas infrastructure assets in the Bakken Shale for $2.675 billion

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

Apollo Investment Corporation and HPS Investment Partners — as secured lenders in the Chapter 11 proceeding of Miller Energy Resources, Inc.

EIG Global Energy Partners — joint venture with TPG Capital to acquire from Encana Corporation $1.8 billion of natural gas properties in Wyoming's Jonah Field

Canada Pension Plan Investment Board — $450 million commitment by its wholly-owned subsidiary, CPPIB Credit Investments, to LongPoint Minerals, LLC, an entity formed to buy minerals and royalties in the United States

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

Perella Weinberg Partners — ATP bankruptcy case with respect to various overriding royalty interests held by Perella Weinberg Partners

La Caisse de Depot et Placement du Quebec — partnership with GE Energy Financial Services, to jointly acquire Southern Star Central Corporation, owner of the Southern Star Central interstate gas pipeline, from Morgan Stanley Infrastructure

Global Infrastructure Partners — $250 million preferred equity investment in Caprock Midstream to fund the expansion of Caprock's natural gas gathering and processing assets in the Permian Basin

HPS Investment Partners, LLC — convertible preferred stock and senior notes recapitalization of (and multiple follow-on investments in) the parent of Alta Mesa Holdings, LP, an oil and gas acquisition, exploitation, exploration and production company, and subsequent preferred stock investment by Bayou City Energy

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

Bluescape Energy Partners, LLC Bluescape Group-backed E&P portfolio companies, Arrow Rock and White Marlin, in a merger of equals with TPG Capital-backed E&P portfolio company, Petro Harvester, to form Rockall Energy

HPS Investment Partners, LLC — $210 million secured note facility to HMS Kingfisher HoldCo, LLC and ARM Midstream, LLC, as well as an equity investment in the related operating company, to fund the development and construction of a crude oil pipeline and gas gathering and processing facilities

Perella Weinberg Partners L.P. — investors in Clear Water Resources, a salt water disposal company, and buyers of certain saltwater disposal wells, with environmental, permitting, and regulatory issues

HPS Investment Partners, LLC — $200 million second lien secured term loan facility to an upstream oil and gas company, secured by substantially all assets of the borrower, including its real property in Texas, as administrative agent

Bluescape Resources Company — investment by Energy Strategic Advisory Services LLC (ESAS), a subsidiary of Bluescape Energy Partners LLC, in EXCO Resources, Inc.

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

Denham Capital Management formation, capitalization, and/or general representation, including M&A, of Outrigger Energy LLC and Wrangler Midstream LLC

Howard Midstream Energy Partners, LLC purchase of northeast Pennsylvania gathering assets from Southwestern Energy Company for $500 million

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LNG in Europe: Current Trends, the European LNG Landscape and Country Focus

September 16, 2019

Co-authored by Ryan Pereira, Global Director - Gas & LNG at Gaffney Cline and Associates, this article provides an overview of current trends in the European LNG market, describes the status of the pan-Europe LNG landscape, and looks at recent activities in...

The end of LIBOR: The search for a new benchmark interest rate for Project Agreements

August 22, 2019
Energy Legal Blog

Often referred to as “the world’s most important number”, the London Interbank Offered Rate (LIBOR) is used as the reference interest rate for a range of commercial and financial contracts worth hundreds of trillions of dollars globally...

New International AIPN Oil and Gas Farm-Out Agreement

In June 2019, the oil and gas industry body, the Association of International Petroleum Negotiators (AIPN), published a revised version of its model form international farm-out agreement. The publication of this new model form agreement is a reflection of the increased sophistication, and continuing evolution, of the...

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