Oil & Gas
Developing opportunities and managing risk in the natural resources industries.
Our practice is built on decades of industry experience, from exploration to delivery.
From the wellhead to the burner tip, we have decades of experience addressing the legal issues related to the exploration, production, transportation and storage of crude oil, natural gas, petroleum products and coal bed methane. We represent a diverse array of clients, including top oil and gas producers, pipeline and storage operators, refiners, service companies, Alaska Native Corporations, and institutional investors and lenders. Our legal team has operated in major oil and gas regions across the U.S. and Canadian provinces and has been involved in significant international projects and disputes. In the western U.S. and Alaska, we have deep experience navigating the complex legal landscape surrounding oil and gas development on federal, state, and tribal lands. In Alaska, we have a longstanding relationship with leading producers on the North Slope and Cook Inlet, and are increasingly active in the emerging offshore oil and gas sector.
How we help clients
- Mergers, acquisitions, dispositions and joint ventures.
- Exploration and production contracts.
- Capital markets, project finance, and commercial lending.
- Downhole operational issues and project development.
- Oil and gas litigation and disputes.
- Environmental permitting and regulation.
- Federal, state, and local regulatory matters.
- Insurance recovery.
- Financial restructuring and bankruptcy.
- National oil and gas counsel.
Our Team
Our Comprehensive Industry Experience
Mergers, Acquisitions, Dispositions and Joint Ventures
Perkins Coie regularly assists oil and gas companies, Alaska Native Corporations and tribes, institutional advisors and financial institutions with industry-related agreements; due diligence; land, title and water rights and other work related to corporate formation; financing; mergers, acquisition and divestitures; and tax issues.
- Joint operating and unit agreements
- Joint bidding agreements
- Lease agreements
- Facility access and sharing agreements
- Natural gas and crude oil off-take and balancing agreements
- Master and individually tailored natural gas, crude oil and product sales and purchase agreements, including NAESB gas purchase agreements
- Oil, gas and product exchange agreements
- Interconnection and transportation agreements
- Overriding royalty agreements
- Asset management agreements
- Crude oil, product and natural gas storage and terminal agreements
Capital Markets, Project Finance, and Commercial Lending
We work alongside our industry clients and their investment bankers, private equity sponsors, lenders and project developers using highly evolved and nuanced financing structures to accomplish their financial goals.
We have acted for both domestic and international producers in capital markets transactions as well as in private equity transactions. We have advised various clients on the structuring and negotiation of project financing transactions, both domestically and abroad. These projects include complex multifaceted projects for use of natural gas for power generation, urea production and related pipelines. Additional projects include refinery projects; natural gas; naphtha and other refined petroleum product-fired power generation facilities ranging from small sub-utility scale plants to 750 MW cogeneration plants; and sub-sea pipelines and other transmissions facilities.
Downhole Operational Issues and Project Development
For clients facing complex issues related to upstream, midstream and downstream project development, including the siting of production, storage, processing and transfer facilities, we help manage these challenges. Project development representation includes the following areas:
- Leases and project permitting
- Defending permit challenges
- Oil and gas value chain
- Alaska projects
- Strategic planning
- Construction and procurement
We draft as well as review issues arising from agreements common to industry-related project development.
Land and Mineral Title and Leasing and Water Rights
We provide a full range of land and mineral title search, review and advice for leasing, drilling, acquisition and sales, mergers and other transactional and operational needs.
The Perkins Coie team works with numerous landmen, title companies and local counsel to provide timely and cost-effective title opinions, reports and other services in various active exploration and producing jurisdictions. Our services include assisting clients in researching, securing and maintaining the water rights and other authorizations needed for the water supply, which is critical to the success of oil and gas operations and project.
Oil and Gas Litigation and Disputes
Our experience in oil and gas litigation and disputes includes the following areas:
- Complex litigation arising out of oil and gas projects, commercial transactions and financings, including disputes related to joint bidding, joint venture, alignment and joint operating agreements
- Contractor and other disputes arising out of surface development construction and operations of oil and gas facilities and infrastructure
- Royalty, term and other provisions of oil and gas leases in dispute by owners, operators and other parties
- Commercial transaction disputes arising out of natural gas, crude oil and product purchase and sales agreements; product and other exchange agreements; interconnection and transportation agreements; and off-take, gas balancing and storage agreements
We also handle significant administrative litigation and other disputes before major oil and gas regulatory bodies. Our lawyers currently are involved in major Alaskan administrative and appellate litigation arising from state efforts to terminate a major North Slope oil and gas unit and its underlying leases. In another area of Alaska, we are helping to establish the terms and conditions applicable to important in-state gas pipelines. Lawyers from Perkins Coie have represented clients both before FERC and in appellate matters in connection with significant oil and gas pipeline disputes and on matters arising out of LNG import projects.
Environmental Permitting and Regulation
We have extensive experience handling environmental assessments and environmental impact statements prepared under the National Environmental Policy Act and similar state statutes. We help clients obtain licenses and permits from FERC and state siting authorities as well as from federal and state permits governing air emissions, water discharges and wetlands disturbances.
In addition, Perkins Coie advises clients regarding compliance with the Clean Air Act, Clean Water Act, Endangered Species Act, Migratory Bird Treaty Act, National Historic Preservation Act, Magnuson-Stevens Fishery Conservation and Management Act as well as a variety of other resource protection statutes.
Federal, State, and Local Regulatory Matters
Our regulatory counsel addresses leasing, royalty, unitization, participating area, drilling and spacing unit and compliance issues subject to the jurisdiction of various federal and state land management and conservation agencies. Additional areas of regulatory counsel include industry-related certificate, tariff and rate issues subject to the jurisdiction of FERC and state public service commissions.
Perkins Coie also has experience establishing compliance programs and defending compliance issues arising out of FERC’s standards of conduct and market manipulation rules. Our counsel extends to the end of a project’s life, and we handle issues arising from abandonment, dismantlement, remediation and restoration requirements.
Insurance Recovery
Perkins Coie’s Insurance Recovery practice attorneys regularly advise and represent oil and gas companies in their disputes against their insurance companies. Our attorneys have a record of success in enforcing O&G policyholders’ rights to coverage under almost every type of commercial insurance policy for a wide spectrum of losses and liabilities. We have negotiated and litigated against every major insurer in the domestic London and Bermuda insurance markets as well as with industry captives, such as O.I.L.
Financial Restructuring and Bankruptcy
The cyclical nature of the energy economy inevitably leads to companies filing for bankruptcy or otherwise restructuring their balance sheets. Our attorneys in Texas and elsewhere have worked with energy companies, their owners, lenders, suppliers and royalty owners as they have experienced this process a number of times during the past thirty years.
Perkins Coie attorneys have represented debtors, creditors, creditors’ committees and trustees as each worked through financial (or operational) restructuring. The bankruptcy of an energy company affects more than just the company—it affects its lenders, suppliers, contractors, royalty owners, employees and almost everyone who comes in contact with the company. This also includes people and companies that received payments before the bankruptcy filing since they could be sued to recover payments made during either the 90 days before bankruptcy or even years before the filing if the energy company was insolvent.
We can work with companies when they find a customer or contract counterparty has filed for bankruptcy court protection. Our experience in dealing with everything that might arise can help to maximize the company’s return while mitigating its downside risk.
Additional areas of counsel include advising on refining and distribution issues, including the interplay with biofuels and biogas, LNG supply and distribution.
National Oil and Gas Counsel
The geographic reach of our counsel includes most of the major oil-and-gas-producing states in the United States and Canadian provinces as well as matters overseas.
Our experience covers numerous geographies and geologies domestically, including the North Slope and Cook Inlet plays (AK), Monterey Shale play (CA), D-J Basin (CO), San Juan Basin (NM), Permian Basin (TX and NM), Bakken Shale play (MT and ND), Niobrara Shale play (CO and NE), Barnett Shale play (TX), Eagle Ford Shale play (TX), Fayetteville Shale play (AR), Woodford Shale play (OK), Black Warrior Basin (AL), Marcellus Shale play (PA and WV), Utica Shale play (OH and WV) and Huron Shale play (WV and KY).
In the western continental United States and Alaska, we have significant experience handling the unique issues resulting from oil and gas operations on federal, state and tribal lands.
Internationally, our experience covers oil and gas operations in Australia, Bangladesh, India, New Zealand, Poland, Italy, Canada, Mexico, Indonesia, Thailand, Myanmar and Vietnam.
Insights
News
Professional Experience
Oil & Gas Industry Representative Experience
Case Study: Due Diligence Digs Deep for Expanding Energy Company
Empire Energy Group Limited wanted to expand its production and exploration portfolio to include onshore, liquid hydrocarbon fields along the coast of the Gulf of Mexico, with a focus on East Texas and Louisiana.
Case Study: Novel Approach to Deepwater Horizon Aftermath Reduces Costs for Weatherford
Weatherford International was sued in a number of bodily injury and property damage lawsuits in 2010 arising from the Deepwater Horizon incident and the ensuing oil spill in the Gulf of Mexico.
Case Study: Helping Huntley Close a Strategic Growth Deal
Huntley & Huntley, Inc. sought to leverage its core assets, which primarily consist of hydrocarbon-producing properties.
Acquisition of California E&P Company by Canadian Oil and Gas Company
Advised a Canadian E&P company in connection with its acquisition of a California headquartered oil and gas company.
Acquisition of Shell Oil Company Refinery and USA Petroleum Corporation Outlets
Federal Trade Commission
Represented Tesoro Corporation before the U.S. Federal Trade Commission, successfully obtaining antitrust clearance of a $2 billion acquisition of an oil refinery, terminal and service stations from Shell Oil Company. Separately obtained clearance from the Federal Trade Commission of Tesoro's acquisition of over 140 service stations from U.S.A. Petroleum Company. Both transactions were cleared without a Second Request.
Acquisition of U.S. E&P Company by TSX-listed Oil and Gas Company*
Represented a Toronto Stock Exchange listed E&P company in connection with their acquisition of a U.S. oil and gas company owning non-operated oil and gas assets in Texas and Oklahoma.
Acquisitions and Dispositions of Oil and Gas Reserves and Mineral Leases
Advising on various acquisitions and dispositions of oil and gas reserves and mineral leases in the US (Texas, Arkansas, Oklahoma, Kansas, Tennessee and West Virginia), Australia, New Zealand and Italy.
Adak Island
Defended tank farm operator against administrative and criminal charges and natural resources damages arising out of oil spill.
Aguilar, et al. v. ARCO
Defended major oil refiner (Texaco) in class action in which consumers alleged that the refiners conspired to fix prices and restrict supply of gasoline in violation of state antitrust law. The trial court granted defendants' motion for summary judgment and the Court of Appeals and California Supreme Court affirmed.
Altamont Gas Transmission v. PG&E
EIR for Expansion of Natural Gas Pipeline Facilities; Represented Pacific Gas and Electric Co. and Pacific Gas Transmission in proceedings before the California Public Utilities Commission and the California Supreme Court in the successful defense of a challenge to the environmental impact report and findings supporting a certificate of public convenience and necessity for expansion of natural gas pipeline facilities.
Aluminum Extrusions & Oil Country Tubular Goods from China
Represented respondent-government before Commerce.
Baker Hughes Inc.: Skinner v. ARCO
Superior Court of Washington, Pierce County
Defense of petroleum additive manufacturer Baker Hughes, Inc. in 10,000-customer class action alleging defective high sulfur diesel fuel oil.
Bonneville Power Administration (BPA) v. Washington Public Power Supply System (WPPSS)
Represented investor-owned utility in WPPSS cost-sharing litigation. Citation: 956 F.2d 1497 (9th Cir. 1992)
BP Oil Supply Company v. City of Tacoma
Represented taxpayer in a successful nexus challenge to the city's assessment of business and occupation tax. Holding that the Commerce Clause barred imposition of city tax on the taxpayer's sale of crude oil in Tacoma.
CD-5 Litigation
Ongoing representation of intervenor ASRC in defending challenges to ConocoPhillips CD-5 oil and gas project.
Center for Biological Diversity, et al. v. California State Lands Commission, et al.
CEQA Challenge to Marine Oil Terminal Lease. Represent Tesoro Companies, Inc. in defense of CEQA lawsuit challenging the State Lands Commission's environmental impact report for renewal of Tesoro's lease for the Avon Marine Oil Terminal. Issues include the types of crude oil that might be used at Tesoro facilities in the area.
Chase Gardens Inc. v. Northwest Natural Gas Company
Represented natural gas utility in defending claim by customer alleging discrimination, breach of contract and intentional interference with business.
Chehalis Generation Facility
Represented purchaser of natural gas combined-cycle generating facility in the transfer of permits and development of a greenhouse gas mitigation proposal.
Cherry Point Cogeneration Project
Represented developer of 720 MW gas-fired cogeneration facility in obtaining federal and state permits as well as in the development of a greenhouse gas mitigation plan.
City of Olympia v. Ronald Lindskog, et. al
Superior Court of Washington, Thurston County
Ongoing representation of Puget Sound Energy, Inc. in a MTCA action concerning contamination allegedly from a former manufactured gas plant in Olympia, Washington.
Chase Gardens v. OIL
Insurance coverage arbitration involving environmental liability under oil industry policy.
Confirmed Hostile Chapter 11 Plan for Oil Wildcatter
Represented the lender to an oil "wildcatter" in Chapter 11 where a plan resolving a "lender liability" lawsuit was confirmed over the debtor's vigorous objections, which was then affirmed on appeal.
Cook Inlet Region Inc. (CIRI)
Representation in environmental investigation, remediation, and cost recovery inquiries and negotiations for contaminated site on Beaufort Sea on North Slope of Alaska.
Counseled Creditors Committee in Gas Producer Insolvency
Represented the creditors committee in the Chapter 11 case of a gas producer in the Texas Panhandle.
EEOC v. Alyeska Pipeline Service Company
Race and national origin discrimination class action.
Formation and Capitalization of New Oil Field Services Company
Advised management team in connection with the formation of a new oil field services company and a US$60 million private equity investment from a large private equity sponsor in the new company.
Formation of and Capital Raise for Oil and Gas Investment Fund
Advised a California-based institutional fund sponsor in connection with the formation of a US$100 million investment fund investing in upstream oil and gas projects.
Formation of Two Oil and Gas Joint Ventures with Large PE Sponsor
Advised an E&P company in connection with the formation of two oil and gas joint ventures with a large international private equity fund in a transaction valued at an aggregate of US$ 740 million. The joint ventures will 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.
Generation Project Sales and Acquisitions
Represent purchasers, sellers and lessees of electric generating properties including, among others, Centralia (coal), Encogen (co-generation), Stone Creek (hydropower), Frederickson (gas), Wild Horse (wind), geothermal and natural gas storage.
Gilley v. ARCO
Defended major oil refiners (Conoco and Valero) in putative class action in which service station dealers alleged that refiners used exchange agreements to restrict supply and raise the price of gasoline in violation of federal antitrust law. The district court granted the defendants' motion to dismiss and the Ninth Circuit affirmed.
Investment by Hedge Fund in NASDAQ-listed Oil and Gas Company
Advised a New York-based hedge fund in connection with its investment of US$38 million in senior subordinated secured notes of NASDAQ-listed oil and gas company.
Liquefied Natural Gas Project
Represented a utility in successfully obtaining the regulatory approvals required to build a liquefied natural gas (LNG) facility in Tacoma, Washington, capable of receiving 21,000 Dth/day of natural gas, producing 250,000 gallons/day of LNG, and storing approximately 8 million gallons of LNG. The utility will use the facility to meet its peaking needs and to provide LNG as fuel for in the marine industry.
Litigation for Southwest Gas Officer
Represented an officer of Southwest Gas in litigation alleging fraud in connection with merger negotiations.
MasTec Inc. v. Coos County
Construction litigation: Settlement of cross-claims related to construction of 90-mile natural gas pipeline after prevailing on pretrial motions.
National Oil Company
Represented a lender in connection with a significant loan secured by forward sales of crude oil by a national oil company in northern Africa.
Natural Gas Pipeline in Wyoming
Assisted a developer in determining the regulatory approvals and environmental permits required to construct a natural gas pipeline in Wyoming, including developing a timeline to depicting the approximate time it would take to complete the permitting.
Occidental Petroleum Corporation v. Certain Underwriters, et al.
Represented Occidental Petroleum in a coverage dispute involving a series of terrorist bombings that crippled oil production for a pipeline in Columbia. As a result of our novel theory concerning the number of occurrences, and our resourceful pursuit of difficult-to-obtain evidence, the case was tried favorably and ultimately resulted in a confidential nine-figure settlement.
Palomar Capital Advisors Ltd. Investment in Mantacor Energy LLC
Represented Palomar Capital Advisors Ltd., a private equity firm based in Zurich, Switzerland, in connection with its initial US$15 million investment in Mantacor Energy LLC, an oil and gas exploration and production company focused on the D-J (Denver-Julesburg) Basin of Colorado and the San Juan Basin in New Mexico.
Pipeline Safety Proceedings
Represent natural gas utilities in pipeline safety enforcement actions and other proceedings before the Washington Utilities and Transportation Commission.
Private Placement by U.S. Oil and Gas Company
Represented a US Mid-Continent independent oil and gas exploration and production company in connection with a US$23 million private offering of their securities.
Protected Creditor of Barnett Shale Energy Company in Complex Chapter 11
Represented the purchaser of a note from an energy company producing oil and gas from the Barnett Shale. Negotiated the resolution of litigation against the purchaser to secure a Chapter 11 plan that provided for the debt to be paid. When the debtor could not perform under the confirmed plan, a renegotiation secured a substantial pay down and the ultimate foreclosure on the producing properties.
Prudhoe Bay C-Plan Adjudication
Representation of oil company in challenge by environmental NGOs to oil spill contingency plan.
Puget Sound Energy
LNG construction contracts.
Puget Sound Energy, Inc.'s 2010 Gas Tariff Increase (Natural Gas Rates)
Represented Puget Sound Energy Inc. in gas tariff increase proceeding before the Washington Utilities and Transportation Commission that resulted in a 1.8% increase in natural gas rates ($19 million in revenue).
Rate Proceedings for Natural Gas Pipelines
Represent interstate and Section 311 natural gas pipelines in FERC rate proceedings, including preparing the initial rate application, responding to protests and Staff data requests, all phases of rate litigation, drafting and responding to data requests, facilitating settlement discussions and negotiating and drafting settlement agreements.
RCRA, CERCLA/EPCRA and Safe Drinking Water Act/UIC Defense for BP Exploration Inc.
Defended Alaska oil exploration company against federal civil and criminal claims under RCRA, CERCLA/EPCRA, and Safe Drinking Water Act/UIC, including negotiating with U.S. Department of Justice environmental crimes and civil enforcement attorneys, and EPA Region 10.
Regulatory Litigation
Represented energy clients in administrative litigation and rulemaking proceedings before the Federal Energy Regulatory Commission (FERC),
Renewable Energy Generation Facilities Joint Venture
Advised a U.S. mid-continent based oil field services company in connection with the US$330 million sale of 93% of its equity interests to a Toronto Stock Exchange-listed Canadian oil field services company.
Sale of Electric Distribution Assets
Represented selling utility company in the sale of electric and gas distribution assets in Minnesota.
Sale of Large Package of Production Assets to Oil and Gas Company
Represented an independent oil and gas exploration and production company in connection with the sale of a portion of their producing properties in Texas to a NYSE-listed oil and gas company.
Sale of Oil and Gas Portfolio Company by Large U.S. Private Equity Firm
Advised a Dallas-based private equity firm in connection with the US$603 million sale of its midstream oil and gas portfolio company to a unit of Fortune 100 conglomerate.
Sale of U.S. Oil Field Services Company to TSX-listed Oil Field Services Company*
Advised a U.S. mid-continent based oil field services company in connection with the US$330 million sale of 93% of its equity interests to a Toronto Stock Exchange-listed Canadian oil field services company.
Satsop Combustion Turbine Project
Represented developer in permitting natural gas-fired generating facility and associated gas pipeline before Washington EFSEC, and represented subsequent owner in permit amendment process.
Served as BK Counsel to Lenders to Oilfield Service and Energy Companies
Represented lenders in the Chapter 11 cases of a variety of oilfield service companies as well as cases filed by the owners of substantial oil and gas holdings.
Shell Oil| et al v. County of Contra Costa
Challenge to Industrial Regulation; Represented oil refineries and industrial manufacturers in a challenge to a county ordinance requiring conditional use permits for major maintenance projects at industrial facilities. The court of appeal upheld our challenge to Contra Costa County's use of a CEQA exemption in enacting the ordinance, and held that the county had failed to comply with the planning and zoning law.
Skwentna Site
Representation of Alaska Native Corporation in contaminated site proceeding involving federal and private PRPs.
State of Alaska v. Baker Hughes
Defended major oil & gas service company (Baker Hughes) against state claims that fumes from chemical containers were vented outside the building during container cleaning operations and that these fumes harmed workers constructing a new building 40+ feet away. The 25-count felony case against the client was dismissed.
Sulfolane Matter
Representation of oil company on issues concerning off-site contamination of groundwater.
Sumas Energy 2 Generation Facility
Represented developer of 660 MW combined cycle combustion turbine facility and associated gas pipeline and transmission lines in Washington EFSEC permitting proceedings, and assisted developer with related proceedings before the Canadian National Energy Board.
Teekay Corporation
Provided U.S. securities advice to Tanker Investments Ltd. for its Norwegian initial public offering, which included equity private placements and listing on the Oslo Stock Exchange.
Teekay LNG Partners, L.P.
Represented Teekay LNG Partners, L.P. in public equity offering.
Teekay Tankers Ltd.
Represented Teekay Tankers Ltd. in Follow-on Public Offering.
U.S. Bank National Association
Represented U.S. Bank National Association, as Indenture Trustee, in connection with $400,000,000 5.50% Senior Notes issued by Kodiak Oil & Gas Corp.
United States v. MasTec Inc.
U.S. District Court for the District of Oregon
Obtained favorable verdict of $1.5 million after bench trial in Clean Water Act action in which U.S. sought $30 million penalty related to over 600 alleged permit violations during construction of a 90-mile natural gas pipeline system; United States' appeal of judgment dismissed.
United States v. Puget Sound Energy Inc.
Represented company in negotiation, approval by federal court, and implementation of natural resource damage consent decree with federal, state, and tribal trustees concerning oil spill in Silver Creek. No. 08-5710RBL (W.D. Wash. Feb. 12, 2009)
Washington Utilities & Transportation Commission v. Puget Sound Energy Inc.
Utilities and Transportation Commission of Washington
Represented public utility in Notice of Emergency Adjudication after a residential gas explosion. PG-041624
Washington Utilities and Transportation Commission v. Cascade Natural Gas Corporation
Represent Cascade Natural Gas Corporation in natural gas pipeline safety proceeding (Docket No. PG-110443).
Weatherford International, Ltd.
Negotiated a $75 million settlement for Weatherford International with a group of domestic and Bermuda-based insurance companies in connection with the Deepwater Horizon incident in the Gulf of Mexico. The insurance proceeds were used to fund a settlement between Weatherford International and British Petroleum (BP), whereby BP agreed to indemnify Weatherford International for claims arising out of the oil spill.
*Prior experience