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Midstream

For decades, Thompson & Knight has advised midstream companies regarding a wide variety of matters, including commercial projects; joint ventures, M&A, financing, and other corporate transactions; day-to-day operations; regulatory matters; and dispute resolution.

Overview

For decades, Thompson & Knight has advised midstream companies regarding a wide variety of matters, including commercial projects; joint ventures, M&A, financing, and other corporate transactions; day-to-day operations; regulatory matters; and dispute resolution.

“Thompson & Knight has a solid team with a great reputation for quality work.” – Midstream Client Testimonial, U.S. News-Best Lawyers® “Best Law Firms” 2018

The Firm’s experience related to midstream matters includes the following:

  • Crude oil gathering, transportation, interconnection, storage, and pipeline lease capacity agreements for multiple producers and midstream companies
  • Agreements for gathering, purchasing, processing, transportation, and fractionation of natural gas and natural gas liquids by pipeline, truck, train, and barge, including interconnection and terminal agreements
  • The construction and operation of jointly owned pipelines and facilities
  • The creation, acquisition, operation, and sale of intrastate and interstate gathering and transportation systems and related facilities, including right-of-way and condemnation proceedings
  • Drafting and restructuring of ownership and operation agreements of gas plants, related pipelines, and storage fields for natural gas
  • Structuring of minimum volume commitments, deemed volume commitments, acreage dedications (AMI and lease specific), and firm/priority service in crude oil and natural gas gathering, processing (natural gas), and transportation agreements
  • Understanding of issues particular to natural gas gathering, processing, and transportation agreements, including pressure dynamics, gas specifications, blended gas streams, release and termination mechanisms, and penalty structures
  • Understanding of issues particular to crude oil gathering and transportation agreements, including crude oil specifications, batching, release and termination mechanisms, tariff implications, and penalty structures
  • Negotiations and disputes involving minimum payment contracts and dedication agreements
  • Mergers, acquisitions, divestitures, and debt consolidations, including the acquisition, sale, and joint venture of multiple crude oil and gas gathering and processing facilities in both equity and asset transactions
  • The formation of joint ventures for the development, construction, acquisition, and operation of pipelines, processing and fractionation plants
  • Negotiation and documentation of equity issuances of midstream companies to producers in connection with long-term dedications and joint ventures, representing both midstream companies and producers
  • Public and private equity and debt financings
  • Experience with FERC and Texas Railroad Commission regulatory matters, including: tariff and rulemaking matters impacting crude oil, gas, and liquids pipelines; pipeline certification and abandonment issues; and administrative litigation before FERC and state agencies
  • Analysis and structuring of dedication agreements given the Sabine Oil & Gas bankruptcy and issues relating to covenants that run with the land

Experience

  • Represented Brazos Delaware, LLC in the $1.75 billion sale of its Delaware Basin subsidiaries to Bison Midstream Holdings, LLC, an affiliate of Morgan Stanley Infrastructure
  • Represented one of the nation’s largest banks in a $1.4 billion revolving credit facility for a Dallas-based midstream company and it’s Canadian subsidiary
    Represented EnCap Flatrock Midstream in the $2 billion sale of EagleClaw Midstream Ventures LLC, the largest privately held midstream operator in the Delaware Basin, to Blackstone Energy Partners
  • Represented Reliance Holding USA, Inc. regarding the midstream products agreements related to its purchase and sale agreement, along with Pioneer Natural Resources Company, to sell their Eagle Ford Shale Midstream business to an affiliate of Enterprise Products Partners L.P. for $2.15 billion
  • Represented Silver Hill Energy Partners in a midstream joint venture in Texas and New Mexico with Outrigger Energy to build scalable gas gathering, gas processing and crude gathering infrastructure to support the development of Silver Hill’s upstream assets and surrounding third party producers in the Delaware Basin
  • Represented the Conflicts Committee of American Midstream Partners LP in its $2 billion merger with JP Energy Partners LP
  • Represented one of the nation’s largest banks in a $1.3 billion revolving credit facility for a leading provider of midstream services in the natural gas industry.
  • Represented Chief Gathering in its $1 billion sale to Penn Virginia Resource Partners
  • Represented a Midland-based midstream services company in the negotiation of a significant long-term crude oil gathering agreement and transportation services agreement with a global exploration and production company
  • Represented Meritage Midstream Services III LP in its $300 million commitment from funds managed by Riverstone Holdings LLC to pursue midstream opportunities in Western Canada’s emerging resource plays
  • Represented M3 Midstream LLC in the $110 million sale of its Appalachia gathering system to Rice Energy, Inc.
  • Represented a major midstream client in a joint venture for development of a natural gas fractionation unit, including negotiation of a fabrication/EPC contract, refining agreement, and a natural gas liquids terminaling and storage agreement
  • Represented one of the nation’s largest banks in a $1.2 billion revolving credit facility for a Delaware master limited partnership that owns, operates, acquires, and develops midstream assets
  • Represented Producers Midstream, LP, a Tailwater Capital, LLC portfolio company, through its wholly owned subsidiary Culberson Midstream Equity, LLC, in forming a joint venture with a subsidiary of Charger Shale Oil Company, LLC, through its wholly owned subsidiary Charger Shale Oil Gathering, LLC, to develop midstream assets in the Western Delaware Basin
  • Represented Tailwater Capital in the formation and $150 million capitalization of Oklahoma City-based Valiant Midstream LLC
  • Represented EnerVest, Ltd. in the $268 million sale of certain producing and undeveloped oil and gas properties and related midstream assets in the Western Anadarko Basin to FourPoint Energy, LLC
  • Represented a Houston-based midstream company in long-term agreements with three separate producers for the gathering of crude oil and gas in Reeves and Culberson Counties, Texas as well as in the formation of a salt water disposal joint venture
  • Represented Legion Energy Services II, LLC in its $75 million sale to Plains All American Pipeline, L.P. of Legion Terminals, LLC, which owns a crude oil terminal in North Dakota that is strategically positioned to serve as a crude oil logistics hub in the Williston Basin
  • Represented a midstream client in negotiation of a joint venture for development, construction, and operation of a significant oil and natural gas gathering and processing system in Oklahoma, including long-term oil and gas gathering and processing agreements and development, construction, and operations agreements
  • Represented a major midstream client in a joint venture for development of a natural gas fractionation unit, including negotiation of a fabrication/EPC contract, refining agreement, and a natural gas liquids terminaling and storage agreement