Energy Law

Winstead attorneys counsel clients in the energy industry on a wide-range of matters involved in the oil and gas value chain. Our team has deep experience with upstream exploration and development companies, oilfield service businesses, pipeline, storage and terminals companies, and refining and chemicals companies, as well as commercial banks, investors and private equity investors, and investment banks of all sizes investing in companies in the upstream, midstream and downstream energy sectors regarding transactional, regulatory and dispute resolution matters.

Oil & Gas Areas of focus:

• Alternative & Renewable
• Corporate M&A
• Environmental Regulation
• Land and Right-of-Way
• Lending
• Litigation
• Private Oil & Gas Funds
• Taxation

Corporate M&A

Winstead’s transactional attorneys have effectively represented clients in the energy industry in matters ranging from providing general operational advice to negotiating and closing transactions dealing with a wide variety of projects involving acquisition and disposition of mineral interests, exploration, drilling, and production services, development, joint ventures, financing, gathering and transportation, offshore transportation services, processing and refining, among others. Winstead’s experience extends across a broad spectrum of transactions varying in complexity and size from thousands of dollars to hundreds of millions of dollars in significant oil and gas plays throughout the United States. Our energy transaction attorneys work closely with the Firm’s environmental, corporate, tax, fund formation and finance attorneys to provide full service representation and appropriate expertise to examine every aspect of an energy transaction. Our clients include independent exploration and production businesses, large integrated petroleum companies, midstream oil and gas companies, private investment funds and financial institutions.

Environmental Regulation

Our attorneys have experience navigating a wide variety of federal and state regulatory programs that impact the oil and gas industry, including environmental regulation. Regulatory compliance is critical, and assisting clients with maintaining compliance is a top priority. Winstead has deep experience in representing numerous midstream companies, from gathering to long-haul transmission, to everything from tariff and commercial structuring of capacity to pipeline safety. Our Environmental Law Practice Group has significant experience in virtually all areas of environmental law that impact midstream clients.

• Bureau of Ocean Energy Management (BOEM)
• Energy tax issues
• Environmental Protection Agency (EPA)
• Federal Energy Regulatory Commission (FERC)
• General Land Office
• Oil and gas pipeline tariffs and economic regulation
• Pipeline Hazardous Materials Safety
• Pipeline Integrity Management program compliance
• Texas Commission on Environmental Quality (TCEQ)
• Texas Railroad Commission regulatory and enforcement issues
• Upstream, midstream, downstream environmental permitting and compliance

Land and Right-of-Way

The firm boasts one of the largest right-of-way practices in the state of Texas. Our attorneys regularly develop easements and other right-of-way agreements including, where necessary, pursuant to condemnation of pipeline rights-of-way.

Lending

Energy lending is a core practice at Winstead. Our energy finance attorneys have handled billions of dollars of credit facilities for lenders and borrowers in both single lender and syndicated debt financing transactions involving all sections of the energy industry throughout the United States, Canada, Mexico, offshore Gulf of Mexico, and Native American reservation lands. Winstead’s energy finance attorneys have also handled many types of finance transactions, including exploration and production, marketing and transportation, energy trading, well service equipment, supplies and seismographic services, onshore and offshore drilling rigs, as well as the construction, acquisition and operation of marine vessels.

Our attorneys have experience in a wide variety of areas that intersect with energy lending, including:

• Review, analysis and negotiation of hedging agreements in connection with energy lending transactions. Winstead is also an active member of the International Swaps and Derivatives Association (ISDA).
• Review and analysis of drilling, development, production sharing, joint venture and operating agreements, as well as agreements for the purchase and sale of oil and gas properties.
• Review and analysis of sales, marketing, storage, processing and transportation agreements affecting oil and gas collateral.
• Review and analysis of oil, gas and mineral leases and production sharing agreements affecting oil and gas collateral.
• Review and analysis of environmental issues affecting oil and gas collateral.
• Review and analysis of title opinions and title issues that arise regarding lien status.

Litigation

Winstead’s energy litigation attorneys are experienced in all aspects of the energy industry, having handled matters concerning disputes from the bottom of the wellbore, on and offshore, to the pipeline and on to final distribution. Our achievements include resolving disputes involving:

• Operator/non-operator disputes
• Breach of lease and royalty underpayment claims
• Lease termination disputes
• Mineral and leasehold title disputes
• Antitrust claims in the energy field
• Condemnation
• COPAS accounting procedures and other energy accounting issues
• Development rights and obligations
• Drainage issues
• Environmental issues including contamination/remediation
• Indemnity claims
• Joint venture/partnership issues
• Land, boundary and mineral ownership issues
• Offshore marine construction and transportation issues
• Patent infringement – oil and gas equipment
• Plant construction and maintenance issues
• Plugging and abandonment obligations
• Product liability claims
• Qui tam cases
• Reserve issues
• Royalty and overriding royalty claims
• Seismic and trade secret matters
• Working interest/surface owner disagreements

Private Oil & Gas Funds

Winstead regularly represents sponsors and investors with respect to private funds that focus on the oil & gas industry.  Specifically, Winstead assists clients with the formation of private funds that acquire oil & gas assets, such as minerals, royalty interests, production and infrastructure.  We also represent management teams seeking capital from private equity capital managers.

Restructuring and Bankruptcy

Winstead has been involved in nearly every significant energy company bankruptcy over the last decade, and we have multi-disciplinary experience dealing with the financial restructuring issues that arise in energy cases. We also have extensive experience dealing with the issues that are unique to energy cases, including:

• Royalty interests, net profit interests and other lease burdens
• Statutory mineral liens
• Oil and gas regulatory issues including P&A liability
• Offshore vessel and fleet mortgage security matters

Taxation

Oil and gas taxation is both complex and volatile, not unlike the industry at large. Our team is experienced in tax structuring and planning for a large cross-section of clients, including public and private energy companies, energy funds and investors, pipeline companies, and energy service providers.

Our work with oil and gas clients routinely includes:

• Advising oil investment funds and their managers on maximizing their opportunities with respect to depletion and intangible drilling cost (IDC) deductions
• Tax structuring of production payments and oil and gas tax partnerships
• Facilitating nonprofit investments in the oil patch
• Structuring investment in midstream assets
• Joint ventures
• Cash and carry transactions
• Production payment transactions
• Like-kind exchange transactions involving oil and gas interests
• Oil and gas asset acquisitions
• Tax planning and representation with respect to federal and state tax matters