Energy Transactional

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Energy Transactional

Steptoe & Johnson's energy team includes transactional attorneys assist energy developers, producers and midstream suppliers in all aspects of corporate and transactional law. Team attorneys provide guidance on everything from the selection of the most advantageous structure for a business to complex corporate issues and proactive advice on day-to-day operations. They also assist with mergers, acquisitions, and other significant corporate transactions, corporate governance and application of fiduciary duty and regulatory standards. Team members, located throughout Colorado, Kentucky, Ohio, Pennsylvania, Texas, and West Virginia, build long-term relationships with clients and serve as trusted strategic advisors on both legal and business issues.

 

74 Team Members

We're all in this together
Tiffany Arbaugh
Of Counsel
Matthew Barissi
Associate
Zachary Barrett
Associate
Zahava Bennett
Associate
William Black, IV
Member
Marc Bryson
Associate
Ryan Bundy
Associate
David Calabria
Associate
Roger Christenson II
Associate
Caroline Clark
Associate
Brooks Crislip
Of Counsel
Cheryl Davis
Of Counsel
David Grecco
Of Counsel
Stephen Gregory
Of Counsel
Morgan Griffith
Of Counsel
Philip Griffith
Of Counsel
Serry Habash
Associate
Teresa Helmick
Of Counsel
Gary Holland
Of Counsel
Nathaniel Holland
Of Counsel
Michael Stuart
Member
Joel Symonds
Of Counsel
James Tartaglia
Associate
Glenn Thompson
Of Counsel
Jessica Tully
Associate
Philip Vasquez
Of Counsel
Adam Veltri
Of Counsel
Zachary Wallen
Associate

Know How

Alert Court Sides with Operator in Well Location Consent Dispute
On December 27, 2012, in Meeko v. Southwestern Energy Prod. Co., 3:CV-11-1409, 2012 WL 6721076, 2012 LEXIS 182073 (M.D. Pa. Dec. 27, 2012), the Federal District Court for the Middle District of Pennsylvania granted summary judgment to defendant Southwestern Energy Production Company in a breach of contract claim relating to a well location dispute.In 2008, the plaintiff landowner executed an oil and gas lease with Elexco Land services, Inc., Southwestern’s predecessor, which contained a clause that granted the lessor the right to approve the location of well sites, access, roads, and pipelines, subject to the proviso that consent “shall not be unreasonably withheld.”
Webinar June 2012 - Webcast Presentation - Senate Bill 315, New Regulatory Requirements for Oil and Gas Drilling, Disposal and Gathering in Ohio
To watch and listen to a recording of this webcast, CLICK HERE.June 2012- Energy Keynote Webcast Senate Bill 315, New Regulatory Requirements for Oil and Gas Drilling, Disposal and Gathering in Ohio The Ohio General Assembly has enacted a comprehensive energy bill, Senate Bill 315, which includes several provisions affecting the natural gas industry. 
Webinar May 2012 - Webcast Presentation - Current Issues in Titles, Spacing and Pooling in the Utica Shale
To watch and listen to a recording of this webcast, CLICK HERE.May 2012 - Energy Keynote Webcast Current Issues in Titles, Spacing and Pooling in the Utica ShaleThe development of the Utica Shale in Ohio presents many unique issues involving mineral title and leasing and also drilling units and pooling.  In this webcast, Neal Pierce and Tim McKeen will discuss some of the current title issues in Ohio and provide an overview of Ohio’s spacing and pooling law. Discussion includes:
Webinar March 2012 - Webcast Slides - Utica Deals: Purchase, Sale and Financing Considerations in Ohio
Utica Deals: Purchase, Sale and Financing Considerations in OhioWhether you are the purchaser, seller or lender for the purchase of Utica Shale assets, certain aspects of the merger and acquisition transaction tend to be particularly problematic in many deals.  The failure of the seller to follow business and legal formalities on an ongoing basis can create issues for the buyer.  Furthermore, the lack of proper documentation and defects in the chain of title can make due diligence particularly troublesome.In this webcast, Bryan Prosek and Andrew Kalgreen will discuss some of the issues with transactions in the Utica Shale and Ohio. Discussion will include:
Webinar March 2012 - Webcast Presentation - Utica Deals: Purchase, Sale and Financing Considerations in Ohio
Click to play. Whether you are the purchaser, seller or lender for the purchase of Utica Shale assets, certain aspects of the merger and acquisition transaction tend to be particularly problematic in many deals.  The failure of the seller to follow business and legal formalities on an ongoing basis can create issues for the buyer.  Furthermore, the lack of proper documentation and defects in the chain of title can make due diligence particularly troublesome.In this webcast, Bryan Prosek and Andrew Kalgreen will discuss some of the issues with transactions in the Utica Shale and Ohio. Discussion will include:
Webinar December 2011 - Webcast Slides - New WV Legislation Regulates Horizontal Gas Wells - A Discussion of Key Facets of the Bill
New WV Legislation Regulates Horizontal Gas Wells - A Discussion of Key Facets of the BillThe West Virginia Legislature passed landmark legislation on December 14th to regulate horizontal oil and gas wells.  Although the bill technically addresses horizontal wells in general, the purpose of the legislation is to address the oncoming growth of oil and gas development in the Marcellus shale in West Virginia. In this webcast, Energy Team Leader Sharon Flanery, Government Relations Coordinator Gil White, and Environmental and Regulatory attorney Armando Benincasa will discuss the legislation and the significant issues addressed within the bill. Discussion included:
Webinar October 2011 - Webcast Presentation - Ohio Title Issues
To watch and listen to a recording of this webcast, CLICK HERE.October 2011 - Energy Keynote Webcast Ohio Title IssuesAs the Marcellus and Utica shale plays continue to grow in Ohio, issues regarding title have come to the forefront. This webcast addresses the specifics of Ohio titles and what the law specifies in regards to minerals, royalties, apportionment and other topics of concern.Discussion included:Ohio's Dormant Mineral ActRecording requirementsWhere to find recordsTitle standards

Representative Experience

  • Conducted oil, gas, coal and mineral title examinations and abstracts

  • Examined title and prepared oil and gas title opinions to assist a wide variety of Mid-continent and Appalachian clients in Marcellus and Utica shale development
     

  • Advised publicly traded Canadian oil and gas industry service provider on acquisition of multiple U.S. companies as part of major expansion program, which involved preparation, negotiation and closing on multiple asset and stock purchase transactions

  • Advised E&P company on $100M senior debt facility from U.S. institutional lender/investor for U.S. prospect acquisitions

  • Assisted E&P company in a multi-million dollar program for the acquisition of multiple producing and non-producing oil and gas properties in connection with a proposed initial public offering, which included the conduct of extensive due diligence on each property, as well as the drafting and negotiation of purchase and sale agreements and closing documents

  • Represented publicly traded oil and gas company on a joint venture for the development of a shallow gas prospect in Colorado's Niobrara formation, which included drafting and negotiation of farmout agreement, joint operating agreements and operations contracts

  • Examined oil and gas mineral title and issued title opinions for a large independent E&P company in connection with its drilling programs in Colorado's DJ Basin

  • Represented land holding company in $2m acquisition of 700+ acres including site of former carbon black plant

  • More than 30 years experience in negotiating, preparing and analyzing various types of gas sales, marketing and transportation agreements

  • Negotiated and drafted various agreements involved in farmouts, JOAs, sales and acquisitions of E&P properties including stock and asset sales

  • Lead counsel for seller/farmout of oil and gas leasehold assets for $347 MM

  • Lead counsel for seller of E&P company (stock and assets) for $3.47 billion

  • Represented the buyer of E&P assets of $2.5 MM

  • Served as in-house counsel for seller of overriding royalty interests of $193 MM

  • Performed environmental due diligence for major transaction between a major utility and a supplier of alternative fuel

  • Advised coal producer on issues related to prior acquisition transactional documents in possible acquisition of related property

  • Advised coal producer on transactional documents for large acreage acquisition

  • Negotiated numerous oil and gas leases with mineral owners on behalf of energy exploration company

  • Analyzed complex mineral title abstracts and drafted numerous mineral title opinion reports relative to lease acquisitions and drilling operations
  • Performed due diligence, undertook curative work and prepared transactional documents for multi-million dollar energy transactions
  • Performed title examinations in multiple states, and analyzed and interpreted title instruments and encumbrances affecting title of surface, oil, gas, coal and other mineral interests to assist clients with the acquisition, divestiture and development of property
  • Experienced in large-scale due diligence, including multi-million dollar transactions for the purchase of mineral interests

  • Assisted clients with the preparation of mineral title opinions, as well as issues related to surface use, coal ownership, or surface damages claims arising from coal, oil and gas operations

  • Performed due diligence, undertook curative work and prepared transactional documents for multi-million dollar energy transactions to assist clients in development efforts

  • Provided legal analysis related to oil and gas title and property holdings in Pennsylvania for energy production companies

  • Represented clients in the acquisition of oil and gas production companies
  • Managed mineral title examination projects and performed senior review of mineral title opinions

  • Performed oil and gas title review for transactions and drilling operations

  • Provided substantive advice as in-house counsel on all aspects of the sale of a privately held Pennsylvania E&P company to a global energy company in a $1.7 billion transaction

  • Key participant in the drafting and negotiation of a comprehensive joint operating agreement for Marcellus shale exploration and development activities in several areas of mutual interest in Pennsylvania

  • Performed due diligence in evaluating and determining marketability of clients' assets for energy transactions
  • Conducted and reviewed title examinations in Pennsylvania, Ohio and West Virginia
  • Negotiated joint venture between producers for the acquisition and development of oil and gas leases

  • Managed and coordinated due diligence for Marcellus shale financing transaction that involved approximately 15,000 acres of land throughout multiple counties of West Virginia

  • Prepared transactional documents and conducted closing for a large coal joint venture that covered approximately 70,000 acres of coal property in Pennsylvania

  • Managed large scale due diligence and acquisition projects for Fortune 500 companies, along with related contracts for exploratory operations

  • Assisted clients with the performance of mineral title examinations and preparation of mineral title opinions

  • Performed all title and closing work for a $24 million dollar loan to petroleum company which involved 36 properties in six counties

  • Experienced in energy, oil, and gas title examinations for energy company in the acquisition of real estate rights in West Virginia, Ohio, Pennsylvania, Kentucky, and Virginia

  • Corrected decades of problems with record title held by old/defunct subsidiaries (51 pages of legal descriptions for 37 parcels for refinery alone), allowing sale of another refinery and terminals and pipelines in five states to close

  • Prepared mineral title opinions to assist clients in determining ownership interests and acquiring desired oil and gas rights
  • Assisted in the preparation of oil and gas lease and related documents for client obtaining substantial oil and gas interests in West Virginia
  • Performed title abstracting in Ohio, West Virginia and Pennsylvania
  • Conducted oil and gas title examinations and drafted the corresponding mineral title opinions to assist clients in acquiring property rights
  • Performed legal research to determine various oil & gas title standards under West Virginia, Maryland and Tennessee law
  • Managed mineral title examination projects and performed senior review of mineral title opinions

  • Assisted energy clients in mineral acquisitions, financing, and disposition transactions

  • Experience in energy, oil and gas title examinations in acquiring desired real estate rights in Pennsylvania
  • Provided legal services for multiple oil and gas operators in West Virginia and Pennsylvania including performing mineral title examinations, rendering title opinions, and curing title defects

  • Prepared lending documents, related commercial real estate title examinations, and due diligence on behalf of lending institutions and commercial real estate developers

  • Organized and managed an abstracting team in order to quickly research 14,000 acres of prime Marcellus leasehold acreage for a time-sensitive closing
  • Title review for West Virginia drilling program, conducting internal document research in title review of tracts and reviewing outside title opinions
  • Assisted energy and natural resource companies in the acquisition and disposition of mineral rights and properties to include leasing, asset sale and purchase transactions, and due diligence associated with such transactions
  • Performed oil, gas and coal title examinations and drafted the corresponding title opinions and related curative documents to assist a wide variety of clients in acquiring desired property rights
  • Represented a nationally-recognized bank in the amendment of a $1.3 billion secured credit facility for a major energy company
  • Litigated oil and gas lease issues related to royalty and bonus payments

  • Documented large, multi-tract real estate transactions for lenders

  • Facilitated title work and numerous property purchases for various oil and gas companies
  • Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
  • Assisted with due diligence for a major multi-billion dollar acquisition by a Fortune 500 energy company
  • Conducted real estate transactions on behalf of lending institutions and private parties, including the conduct and review of surface and mineral title examinations and issuance of title insurance policies
  • Assisted in preparation and drafting of oil and gas title opinions
  • Directed post-closing due diligence team reviewing land administration records

  • Handled matters involving mineral transactions and acquisitions, including the preparation of mineral title opinions, as well as the performance of due diligence and title defect curative work

  • Performed due diligence, undertook curative work and conducted closings in multi-million dollar energy transactions to assist clients in development efforts
  • Supervised and assisted in title review, title analysis, and legal analysis related to oil and gas title and property holding in West Virginia and central Pennsylvania for the land resources department of a Fortune 500 energy company
  • Undertook coal, oil and gas title examinations to assist clients in acquiring desired real estate rights
  • Provided a full suite of FERC and state public service / utility representation to Appalachian operators and operators of Appalachian facilities
  • Structured joint ventures, affiliations and reorganizations of for-profit and non-profit companies, including workouts and spin-offs in energy, manufacturing, service and health care industries
  • Represented energy industry parties in mediation of major contract disputes
  • Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment

  • Assisted Fortune 500 company in connection with the drilling of several hundred wells for the exploration and development of oil and gas in the Appalachian Basin

  • Team leader responsible for drafting and negotiating multi-million dollar supply agreement for the production and sale of biomass to an electric generating plant. The project involved traditional contract issues, clean air and greenhouse gas regulations, potential tax credits and subsidies for renewable energy sources, corporate tax and intellectual property issues.

  • Acquisition by Subsidiary of International Energy Company of Stock of Regional Oil and Gas Company. $12,500,000 transaction including negotiation of terms of transaction, development of term sheet, stock purchase agreement, escrow agreement, due diligence request, coordination of title review, various consents and certificates.
  • Represented international entity in the purchase of an equity interest in a U.S. coal mining company and in the subsequent IPO of the coal mining company

Susan S. Brewer

"We believe that trusting relationships are essential to achieving client goals, but don't take my word for it, ask one of our clients.

Learn More About Susan

 

Did you know?

10.5 Years

equals the average tenure of our client relationship. We'd like to be in it for the long haul with you too.

Leaders in our Field

Steptoe & Johnson was the first firm to successfully secure regulatory approval for a multi-lateral Utica shale well.

Leaders in our Field

22 of us are ranked as “Leaders in their Field” by Chambers USA.

One Firm

Ours is a client-of-the-firm culture, service model and compensation system that matches the best talent to the assignment and puts your economic interest ahead of ours.

14 Offices Throughout the U.S.

14 offices throughout Colorado, Kentucky, Ohio, Pennsylvania, Texas and West Virginia.

Face-to-Face Client Interviews

25+ face-to-face client interviews are conducted every year by our CEO and firm management to learn how we can do better (so please give us an earful).

Check Out All of Our Cool Facts

  • To Choose Steptoe & Johnson
  • that prove we're in it together. You need a willing partner who understands that something always true
  • isn't just about giving advice, but is really about active listening and proactive thinking.
  • well, need we say more? But our workflow efficiency depends on our
  • how much we understand your business and share insights to deliver superior
  • tailored to meet your needs. At Steptoe & Johnson, we belive if we do these things well, we'll deliver value in all we do.