We have completed billions of dollars in Appalachian Basin asset acquisitions, Permian, DJ and Williston Basin midstream deals, and helped to finance thousands of miles of pipelines and processing facilities along the way. We can assist with every facet of due diligence, from drafting and issuing title defects, to addressing title curative matters, to gauging production assets and liabilities; we can place experienced attorneys in the data room on short notice.

Experience Highlights

• Advised an E&P company in connection with the formation of two oil and gas joint ventures with a large international private equity fund in a transaction valued at an aggregate of $740 million. The joint ventures focus on the production of oil and gas as well as the acquisition of working interests and royalty interests, respectively, in oil and gas properties in Pennsylvania and Ohio.
• Represented a Toronto Stock Exchange–listed E&P company in connection with its acquisition of a U.S. oil and gas company owning non-operated oil and gas assets in Texas and Oklahoma.
• Advised a Canadian E&P company in connection with its acquisition of a California-headquartered oil and gas company.
• Advised a New York–based hedge fund in connection with its investment of $38 million in senior subordinated secured notes of NASDAQ-listed oil and gas company.
• Represented a U.S. mid-continent independent oil and gas E&P company in connection with a $23 million private offering of its securities.
• Advising on various acquisitions and dispositions of oil and gas reserves and mineral leases in the United States (Texas, Arkansas, Oklahoma, Kansas, Tennessee and West Virginia), Australia, Canada, New Zealand and Italy.
• Represented an independent oil and gas E&P company in connection with the sale of a portion of its producing properties in Texas to a NYSE-listed oil and gas company.
• Advised a Dallas-based private equity firm in connection with the $603 million sale of its midstream oil and gas portfolio company to a unit of Fortune 100 conglomerate.
• Advised a U.S. mid-continent–based oil field services company in connection with the $330 million sale of 93 percent of its equity interests to a Toronto Stock Exchange–listed Canadian oil field services company.
• Acted for Silver Oak Energy, a EnCap portfolio company, in connection with the sale of oil and gas production and related infrastructure in Madison County, Texas, to a large overseas oil and gas company.
• Represented a $200 million acquisition of a natural gas sales and transportation business.
• Represented a $150 million divestiture of a natural gas trading business.
• Represented seller in the divestiture of Marcellus assets in $250 million asset sale, including advising seller on curative matters and title disputes.
• Represented oil field services company in acquisition of truck fleet and divestiture of water treatment facilities.
• Represented private equity investor in partial acquisition of well-bore interests as collateral for financing development.
• Assisted midstream operator in securing additional credit facility.
• Managed due diligence review and closings for acquisition of oil and gas assets in Pennsylvania, Ohio and West Virginia for major U.S. exploration and production companies.
• Represented upstream oil and gas producers in divestures of non-operating interests in oil and gas leases in Ohio and Pennsylvania.
• Regularly represent borrowers and lenders in asset-based financing transactions and borrow base redeterminations.

Our trial lawyers have decades of experience in dispute resolution, including environmental, landowner, lease, royalty, operator, and midstream disputes. Our team is steeped with operational knowledge, and we regularly handle refinery and oilfield catastrophes and contractual claims, along with title-related claims.

Experience Highlights

• Represented a Fortune 50 gasoline wholesaler and its affiliated retail entity in a decade-long price gouging lawsuit and related antitrust lawsuit in Kentucky stemming from price increases following Hurricanes Katrina and Rita.
• Litigated dispute between interstate pipeline operator and pipe manufacturer concerning alleged defective delivery of pipeline; recovered multi-million-dollar settlement on behalf of pipeline operator.
• Defense and prosecution of lien, payment and performance claims arising from construction of interstate transmission lines for multiple clients. Total at issue in all such matters to date, approximately, $400 million.
• Defending against EPC contractor claims and prosecuting claims against designer related to expansion of midstream facilities. Very complex matters dealing with design errors and omissions, local regulatory requirements, and lost profits due to delayed commissioning. Total at issue $75 million.
• Prosecution of claims and liens on 5-train LNG facility in the gulf coast.
• Prosecution and defense of claims related to oil refinery new construction and maintenance construction.
• Prosecution of claims and close out of EPC contracts on renewable energy facilities.
• Prosecution and defense of claims related to power plant new construction and maintenance construction.
• Represented midstream oil and gas company in litigation stemming from the deficient design and construction of processing, gathering, and fractionation facility (Butler County, PA).
• Represented oil and gas exploration and production company in landowner class action and against related breach of contract claims (Mercer County, PA).
• Represented multiple upstream oil and gas producers in claims involving Ohio’s Marketable Title and Dormant Mineral Acts.
• Represented pipeline owner/right-of-way grantee against former surface owner’s claim that pipeline owner was obligated to reimburse for post-production costs even though surface owner sold property and did not reserve right under right-of-way agreement (i.e., no standing).
• Represented partial fee mineral owner against the Ohio Public Works Commission’s claims that property owner’s conveyance and the subsequent development of property violated the Clean Ohio Program requirements and must be unwound (and property owner must pay penalty).
• Defended pipeline owner against coal company’s claims of coal sterilization and right to “mouth of mine” value of coal (i.e., without deducting for costs of production).
• Defended refinery against claim of personal injury resulting from allegedly faulty asphalt tank filling equipment.
• Defended refinery against neighboring landowner’s claim that it had an easement by necessity due to the lack of access to public roadways nearby.

• Drafting tax disclosures to private equity E&P offerings.
• Advising on U.S. source income and taxation on Gulf of Mexico activity and related withholding taxes.
• Analyzing income tax treaty issues and applicable income tax withholding requirements.

With offices located in the very heart of the Appalachian Basin, we count among our ranks some of the region’s most experienced and active attorneys when it comes to protecting and advancing the business interests of the coal industry. Our attorneys have experience doing coal deals, from managing data rooms and performing due diligence to shepherding the deal to closing. We provide support and guidance long after the transaction has closed, advising on leasing, real estate, title, and access rights. Our attorneys can also advise and negotiate coal supply and transportation agreements, along with corporate governance and environmental compliance.

Our team is keenly aware of how changes at the legislative level can impact ground-level operations for clients engaged in the mining, transportation, and use of coal and coal-based products. From advising on environmental-transactional issues, to conducting market and risk factor intelligence, to defending enforcement actions and related litigation, we offer full-scale legal support to mining companies, railways and utilities. We provide guidance on the regulatory overlay for coal businesses, along with project-based solutions for renewable energy facilities and initiatives. Finally, we are committed to working with our clients at every step to anticipate, understand, manage, and overcome challenges to their operations.

Experience Highlights

• Served as outside general counsel to coal mining subsidiary of a publicly traded company, advising on land matters and risk avoidance.
• Negotiated and draft coal leases with landowners in connection with mine expansions and additions to permitted mine areas.
• Lead litigation surrounding a contract dispute involving payment and breach pursuant to a mining contract.
• Served as lead counsel and managed data room in connection with the divestiture of coal mining operations.
• Advised and lead settlement negotiations regarding roadway usage involving municipalities.
• Acted for an Appalachian coal operator in connection with multiple acquisitions of metallurgical coal mine complexes in Southwest Virginia and Southern West Virginia.
• Acted for a West Virginia headquartered coal field services company in connection with its $130 million build-operate-transfer contract for coal preparation facilities for a NYSE-listed coal operator.
• Represented company as lead counsel in the acquisition of a coal mine in Pennsylvania.

Our robust oil and gas team serves:

• Upstream oil and gas exploration and production companies
• Midstream companies with pipelines and processing facilities
• Downstream and utility providers
• Oilfield service providers
• Lenders and investors in oil and gas and mineral assets
• Mining companies, railways and utilities