Energy.
Deal and commercial counsel for oilfield services and equipment companies, upstream joint ventures and drilling programs, and the technology and data businesses that serve energy markets.
Energy Deal Counsel
Energy businesses run on contracts that allocate risk before anything goes wrong: master service agreements, joint venture and operating agreements, purchase and sale agreements, and data licenses. Our attorneys have advised on energy transactions including Rice Acquisition Corp.’s $1.15 billion business combination with Aria Energy and Archaea Energy, Callon Petroleum’s $140 million overriding royalty interest transaction, Høegh LNG Holdings’ acquisition of the publicly held units of Høegh LNG Partners, and the $1.277 billion final close of Silver Hill Energy Partners’ fifth fund. Today the practice advises oilfield services and equipment companies, upstream joint ventures and IDC drilling programs, and energy technology and data businesses, in Texas and internationally. Learn more about our M&A and fund formation practices.
Many of the transactions above represent matters handled by our attorneys at prior firms. For illustrative purposes only.
Energy Practice
Oilfield Services & Equipment
Master service agreements with operators, equipment purchase, rental and distribution agreements, and the indemnity and insurance terms that decide who carries the risk.
Upstream Joint Ventures
Joint venture LLC agreements, assignments of working interests in wells, and the terms between partners in a drilling program.
IDC Drilling Funds
Fund documents and investor side letters for intangible drilling cost programs, coordinated with the tax structure investors rely on.
Energy Data & Software
Data subscription and license agreements, platform distribution, satellite imagery licenses, and acquisitions of energy software businesses.
Cross-Border Energy
International partnerships, agency agreements for equipment tenders in the UAE and the wider Middle East, and joint venture exits.
We advise oilfield service companies, upstream joint ventures, drilling program investors and energy technology businesses on the deals and contracts that run their operations.
Represented a Geneva-based energy company in a multi-year international partnership with a Fortune 500 company, including the development and deployment of artificial intelligence and machine learning technologies.
Assisted Rice Acquisition Corp. in its $1.15 billion business combination with Aria Energy LLC and Archaea Energy LLC, forming a renewable natural gas platform.
Advised Callon Petroleum Company in capital structure initiatives including a $140 million overriding royalty interest transaction and a $300 million issuance of secured second lien notes and warrants.
Represented Høegh LNG Holdings in its acquisition of the publicly held units of Høegh LNG Partners LP.
Advised on the $1.277 billion final close of Silver Hill Energy Partners’ fifth fund.
Advised on the close of Rockland Power Partners V, LP at $1.2 billion.
Advised Magnetar Capital’s Energy & Infrastructure group in a $100 million preferred equity investment round in PosiGen, a renewable energy solutions provider.
Counseled a Houston energy services company on agency agreements with international oilfield equipment manufacturers for tenders in the UAE and the wider Middle East.
Advised on the formation of an upstream oil and gas joint venture, including its LLC agreement and the assignment of working interests in wells.
Advised an energy market intelligence company on data subscription and trial agreements, a satellite imagery license and a platform distribution agreement.
Many of the transactions above represent matters handled by our attorneys at prior firms. For illustrative purposes only.
Counsel across the energy value chain.
Contact UsDoes Texas law limit indemnities in oilfield service agreements?
Yes. The Texas Oilfield Anti-Indemnity Act, in Chapter 127 of the Texas Civil Practice and Remedies Code, voids many indemnities in agreements relating to oil, gas or water wells to the extent they cover the indemnified party’s own negligence, unless the indemnity is supported by liability insurance as the Act requires. Mutual indemnities backed by insurance are the usual answer, so the indemnity and insurance provisions have to be drafted together.
What is the effective time in an oil and gas acquisition?
It is the date as of which the economic benefits and burdens of the properties pass to the buyer, usually earlier than closing. Revenues and costs between the effective time and closing are trued up through purchase price adjustments at closing and in a final settlement statement after closing.
How are IDC drilling programs structured?
Investors usually hold their interest in a way that is treated as a working interest, which lets them deduct intangible drilling costs in the year they are incurred and, for individuals, can take the deduction outside the passive activity loss rules. That structure has liability consequences, so the fund documents, insurance and any later conversion of investors to limited liability are planned together.
Should an oilfield services company be sold as an asset deal or an equity deal?
It depends on its contracts, permits and tax position. An asset deal lets the buyer leave liabilities behind and get a stepped-up basis, but every MSA, lease and permit has to be assigned, and many operator MSAs require consent. An equity deal keeps contracts in place but brings every historical liability with it, which puts more weight on diligence, indemnities and insurance.