You face bet-the-company issues
Businesses that explore, develop, produce, store, market, transport, process and use energy resources are the backbone of our economy. Every day they face decisions that have global impact and bet-the-company consequences.
In this capital intensive industry, where the development cost for a natural gas field or a pipeline project is surpassed only by the potential damages liability of an offshore oil rig collapse or disputed claims involving derivative contracts for oil and gas swaps, every business decision has the potential for enormous reward—or risk. You need lawyers who can help you achieve maximum competitive advantage within the boundaries set by the law.
You want lawyers who speak your language
If your company is developing an offshore field, pursuing a pipeline joint venture or selling electric power when the rules keep changing, you don’t have time to educate your lawyer on the practical realities of the business. Someone who thinks that landmen don’t own boats, or that seismic data predicts earthquakes, will be no help to you when you’re up against the deadline for completing a farmout agreement or a regulatory filing. Your success depends on working with a lawyer who knows your business and understands your industry.
You need Porter & Hedges
Whether you need help with an acquisition, divestiture or merger, a complex project financing, a reserve base loan, a drilling fund, master service agreements, exploration agreements, a facilities construction contract, an equity or debt offering, or a lawsuit, Porter & Hedges has the industry knowledge and legal skill to get the job done. Our clients are engaged in every sector of the energy business, including:
- Exploration and production companies
- Upstream
- Midstream
- Natural gas and oil pipelines, storage developers and providers and processors
- Energy marketers and electrical power generators
- Drilling and oilfield service contractors
- Commodity traders and energy finance providers.
Our clients include large publicly traded companies and financial institutions, as well as mid-sized and smaller privately owned companies.
Two things set Porter & Hedges apart from many of our competitors. First, we understand the energy business. Many of our energy lawyers are former industry professionals, including petroleum engineers, certified professional landmen, certified public accountants and in-house counsel. Our partners average over twenty years of experience exclusively in the energy industry.
Second, our lawyers give you attentive, efficient, personalized service that reflects their sophisticated industry knowledge. When you call, you receive counsel from an experienced business advisor who knows the help you need and delivers it, time after time.
Energy Finance: You have the advantage of our inside-the-company knowledge
Porter & Hedges is a recognized leader at helping clients around the world develop, finance, restructure, purchase and sell energy assets and projects. Because many of our energy finance lawyers were formerly finance professionals and in-house counsel with energy companies, we have an insider’s perspective that benefits lenders as well as industry borrowers.
We have advised banks on financing pipeline leases, offshore production platforms, and oil and gas properties, and have been especially active in advising various foreign banks as agents in syndicated reserve-based credit facilities. For industry borrowers we have structured a wide range of sophisticated financing arrangements, including:
- Reserve-based mezzanine and conventional bank financing for oil and gas producers
- Volumetric production payments and net profits
- Project financing for natural gas storage facilities, distributive power generation projects, co-generation and landfill gas-to-electricity power projects
- Credit facilities for exploration, production, and oilfield equipment manufacturing companies
- Mezzanine financing of distributive generation power projects and landfill gas-to-power projects.
Energy Corporate / Securities: You benefit from our transactional sophistication
With a recognized strength in corporate and securities matters in Texas, we can help energy companies with any of their transactional needs: public and private offerings of equity and debt securities, mergers and acquisitions, venture capital financing, institutional and private placements, leveraged buyouts, and exchange offers.
We work with all the key players, including investment funds, commercial banks, underwriters and placement agents. Porter & Hedges brings them together with our energy clients in all phases of capital raising transactions including preparation of the prospectus or offering memorandum, structuring of terms of securities and obtaining clearance from the SEC and other regulatory bodies for:
- Initial public offerings and secondary offerings
- Private placements
- Recapitalizations
- Shelf registration statements
- Rule 144A offerings
- Private placements and venture capital transactions
Mergers, acquisitions and asset purchases and sales involving energy companies are a primary focus of our corporate work. We also represent energy clients in forming upstream and downstream strategic alliances between domestic and foreign development companies, oil and gas marketers and pipeline companies, and natural gas storage companies and utilities.
Energy Litigation: You’re protected by a business and industry focus on dispute resolution
We have represented the interests of energy clients as plaintiffs and defendants in state and federal court and international arbitration. These disputes can involve virtually any aspect of energy company operations, including:
- Joint operating agreements
- Purchase and sale agreements and merger agreements
- Preferential rights to purchase
- Royalty and pricing issues
- Take or pay, title, leasehold and land disputes, including subsurface damages, tort and insurance defense arising from oil and gas operations
- Unitization agreements
- Derivative contracts for oil and gas swaps and options
- Drainage claims
- Environmental matters in connection with oil and gas operations
- Exploration agreements
- Gas balancing, marketing, plant accounting, purchase and sales agreements.
With decades of work in the industry, we have the experience to try, settle, arbitrate or mediate controversies to the right conclusion in any forum, efficiently and cost-effectively. Our lawyers know when it is best to litigate and when to pursue negotiation or dispute resolution to settle the issue. We understand the business as well as the legal issues at risk, and advise you on the course of action that best protects your interests.
Energy Sectors: You get comprehensive counsel, upstream and downstream
In every major sector of the energy industry—in Texas, nationally and internationally—we have helped our clients achieve their business objectives and made them more competitive. Although we advise even specialized operations such as seismic companies and commodities traders, these are the key industry segments where our lawyers have special focus:
Exploration and Production Companies. For onshore and offshore producers we help acquire and dispose producing and non-producing properties, structure the full range of production agreements (farmout, exploration, master service, joint ventures, gas sales and purchase), and facilitate transportation, gathering and processing arrangement. Our lawyers are skilled in all aspects of oil, gas and mineral leases, and regularly work with seismic licensing, data acquisition and use agreements.
Pipelines. From acquisitions and divestitures of pipeline and gathering systems to preparation of transportation and storage contracts for crude oil, natural gas and liquids, we assist pipeline and processing companies with all their transactional needs.
Drilling and Oilfield Services. We handle their contracts and master service agreements, form joint ventures and other project-specific business entities, and resolve risk allocation and indemnity disputes.
Natural Gas Producers and Marketers. We advise on the full range of natural gas marketing contracts, and help our clients acquire and divest processing, treating and mid-stream transportation facilities. Our lawyers draft gas processing, purchase and sale agreements, and work on the development or acquisition of natural gas storage facilities.
Utilities and Energy Producers. In the complex deregulated Texas power market we have unsurpassed knowledge of competitive market conditions and strategies. We can help structure and finance distributive power generator projects and renewable energy developments, prepare power purchase arrangements and power purchase agreements, draft fuel supply contracts, and oversee engineering and construction arrangements.
These are examples of the solutions we provide
Energy
- Represented a wholly-owned subsidiary of W&T Offshore in a $1.33 billion merger with a wholly-owned subsidiary of Kerr-McGee. The deal made W&T Offshore the 3rd largest company operating in the Gulf of Mexico.
- Counseled Enbridge Pipelines in the sale of oil, gas, and products gathering and transportation systems valued at $110 million.
- Represented the financial advisors to the U.S. Department of Energy in the sale of Elk Hills Naval Petroleum Reserve for $3.5 billion.
- Represented privately and publicly held sellers in the divestiture of $100 million in producing oil and gas properties.
- Represented buyer in acquisition of $120 million producing oil and gas properties in Texas and Louisiana.
- Represented major independent international energy company in gas sales in Cote d’Ivoire.
- Representation of a major oilfield service company in innovative project to satisfy over $40 million dollars of offshore well plugging, abandonment and decommissioning obligations in partially depleted oil and gas properties in the Gulf of Mexico.
- Representation of commercial banks in producer financings in excess of $500 million secured by onshore and offshore producing oil and gas properties.
- Representation of major natural gas company in connection with acquisitions, construction and operation of natural gas storage projects in depleted reservoirs, salt domes and other storage matrices, including acquisition of the Katy Gas Storage Facility and numerous start-up facilities.
- Representation of numerous oil and gas exploration companies in establishing and funding joint ventures and partnerships for oil and gas exploration and development projects, both domestic and international.
- Representation of numerous oil and gas producing companies in acquisitions and divestitures of onshore and offshore producing oil and gas properties.
- Representation of oilfield service companies in drafting and negotiating master service contracts.
- Representation of a U.S. exploration company in negotiation of contracts for drilling project in France.
- Representation of mezzanine lenders in connection with more than $375 million in reserve-based credit facilities to fund both acquisition and development activities.
- Representation of both buyers and sellers in connection with the purchase and sale of more than $250 million of producing properties.
- Representation of a major pipeline company in the formation of a joint venture for the development of an eastern corridor natural gas pipeline.
- Assisted Tamarack on a transaction in which Mariner Energy agreed to drill 150 wells on Tamarack leases located in west Texas.
Corporate/Energy
- Advised on a $350 million cash stock election merger between our client Mission Resources and Petrohawk Energy, handling all registration, tax, benefits, financing and shareholder issues.
- Represented a syndicate of underwriters in the initial public offering and follow on offering of Oklahoma-based Bronco Drilling Co., raising over $160 million for the land-based driller.
- Counseled the underwriters in the $83 million IPO of TGC Industries (Tidelands Geophysical), a provider of seismic data acquisition services.
- Represented our client Gexa Energy in its stock merger with Florida Power & Light, which included all related tax and benefits issues—and still handle litigation for Gexa Energy.
Energy Litigation
- Defended GX Technologies, a seismic data analysis business, against allegations by a competitor that the company’s startup was based on theft of trade secrets and confidential information.
- Defended a publicly traded oil company in a $60 million gas trading case containing alleged RICO violations, fraud, breach of fiduciary duty claims and CFTC violations.
- Advised an oil and gas reserve engineering company in litigation regarding claims of securities and common law fraud arising out of estimated reserve reports issued by the company.
- Secured a Fifth Circuit Court of appeals victory for two major utilities against a new retail electric provider that had asserted antitrust, fraud, and other claims against the major Texas power generators and retail electric providers, seeking millions of dollars in damages for alleged manipulation of electricity prices.
- Appeared in U.S. Tax Court on behalf of a major independent oil company in a dispute over the treatment of intangible drilling and development costs for a North Sea platform and the depletion allowance for sulfur precipitated from sour gas streams.
- Represented a gas pipeline company in dispute regarding damages to combustion gas turbines allegedly caused by liquid hydrocarbons in gas delivered to cogeneration plant.
Many of our lawyers grew up in the energy industry—they have it in their blood. Our hearts are in it, and our minds are focused on advancing our clients’ and the industry’s interests as quickly and diligently as possible.
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