Practices

Porter Hedges’ transactional group practice represents companies in the upstream energy sector ranging from large publicly-traded companies to smaller privately-owned oil and gas companies including landowners and mineral owners. The energy group has extensive experience in upstream agreements such as:

• Negotiation and drafting of joint venture agreements between companies for purposes of exploration, development, gathering, processing and transportation of oil and gas
• Negotiating and drafting master limited partnership drop down transaction
• Acquisitions and divestitures, including financial; asset purchase agreements, membership interest purchase agreements, partnership interest purchase agreements, mergers and other special purpose entity structures
• Financing upstream projects including, reserve-based credit facilities, commercial bank credit facilities, mezzanine, private equity and public debt and equity offerings
• Exploration agreements, participation agreements and joint development agreements
• Production handling agreements
• Drilling funds
• Master service agreements
• Hedging agreements, including ISDA master swap agreements and master netting agreements
• Oil and gas sales contracts, including NAESB contracts
• Oil and gas transportation and gathering agreements including long term dedications to support infrastructure construction
• Volumetric production payment and net profits interest conveyances
• Oil and gas leases
• Farm-out and farm-in agreements
• Operating agreements, COPAS accounting procedures and gas balancing agreements
• Turnkey, day rate and footage rate drilling contracts – onshore, offshore, domestic and international
• Seismic data purchase and license agreements
• Area of mutual interest agreements
• Pooling and unitization agreements

Representative Matters:

• Representing major independent in creation of $1,700,000 joint venture for midstream assets in Haynesville Shale.
• Representing producer in raising $1,000,000,000 in drilling funds from financial participants for funding developmental drilling.
• Representing various producers in acquisitions of over $2,000,000,000 shale assets from bankrupt or financially troubled producers.
• Representing Colombian company in $950,000,000 divestiture of Colombian oil concession to Madrid based utility.
• Representing international producer in purchase of $494,000,000 property acquisition in Rocky Mountain area from Canadian seller.
• Representing numerous producers in joint development agreements for shale resource development in Haynesville, Bakken, Eagle Ford, Marcellus and other shale trends.
• Representing upstream and midstream public master limited partnerships in numerous drop down acquisition transactions from private selling sponsors.
• Representing producers in Deepwater Gulf of Mexico with respect to connection of 150 mmcf/day gas production from subsea well completed in 6,000 feet of water to production spar and ultimate transportation and delivery from the production spar to onshore facilities.
• Representing various mezzanine providers in numerous debt and equity transactions to upstream operations.
• Representing numerous commercial banks in balance sheet and reserve-based credit facilities to oil and gas operations.
• Represented numerous companies in purchase of oil and gas sales through Bankruptcy Court sales process.
• Represented private equity providers and portfolio companies in various acquisition and divestiture transactions.
• Representing upstream sellers in preparation of sales, process data room documents, and population of data rooms with appropriate materials.
• Representing purchasers of upstream assets by providing title, regulatory and environmental due diligence reviews of assets in purchase transactions.
• Representing various producers in acquisitions and divestitures as part of Section 1031 like kind exchange transactions both direct and reverse.
• Representing various producers in exchange of operated working interests for non-operated working interests.