Energy Transactional

Steptoe & Johnson's energy team includes transactional attorneys that 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.

Recent Energy Transactions:

  • $3 million plus acquisition of West Virginia company including all land rights, rights of way, assets, and property including license agreements for seller to maintain use of property.
  • $20 million plus investment in and coal supply agreement with domestic coal company representing Korean purchaser/investor. 
  • $150 million in transactions over the past four years for an oil and gas E&P company, including four private placements and related securities work, each of which had in excess of 475 investors.
  • $12 million Series A equity investment by venture capital funds in technology development company including negotiation of terms of investment
  • $1 Billion  joint venture merging and assigning interests in all North American entities into international joint venture including work with Brazilian and Mexican affiliates.
  • $3.5 million Private placement to raise capital for investment program in West Virginia.
  • $20 in refinancing of institutional debt with institutional investors            

 

 

74 Team Members

We're all in this together
Associate
Associate
Associate
Associate
Associate
Member
Associate
Associate
Associate
Of Counsel
Associate
Associate
Of Counsel
Of Counsel
Associate
Member, Chair, Energy & Natural Resources Department
Of Counsel
Associate
Of Counsel
Of Counsel
Of Counsel
Associate
Of Counsel
Of Counsel

Know How

Alert: Save the Date - 2014 Energy Leadership Summit. Denver, CO.
Mark Your Calendar and Plan to Join Us for the Steptoe & Johnson 2014 Energy Leadership SummitWhen:Thursday, May 15, 20148:30 a.m. - 5:15 p.m.Where:The Oxford Hotel1600 17th StreetDenver, CO 80202Why Should You Attend?This one-day Summit will provide energy executives and decision makers with a comprehensive overview of recent shale oil and gas developments as well as legal and transactional issues in major U.S. shale plays.What Will You Learn?Some of the topics we'll discuss include:
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

  • Performed due diligence by assisting clients in determining the ownership of assets for multi-million dollar energy transactions
  • Served as lead counsel representing a drilling company in a breach of contract dispute involving crossclaims of fraudulent inducement and negligence
  • Performed title abstracting in Pennsylvania
  • Performed due diligence by assisting in evaluating client's assets for energy transactions
  • Undertook coal, oil and gas title examinations and drafted corresponding title opinions to assist clients in acquiring desired property rights
  • Represented banks in secured credit facilities collateralized by producing oil and gas properties, ranging in size from $1 million to $50 million
  • Represented Colorado-based oil and gas company borrower in $20 million mezzazine debt facility
  • Advised startup oil and gas company on corporate structure and lease acquisitions
  • 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
  • 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
  • Advised E&P company on $100M senior debt facility from U.S. institutional lender/investor for U.S. prospect acquisitions
  • 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
  • Examined oil and gas mineral titles and issued title opinions for a large independent E&P company in connection with its drilling programs in Colorado's DJ Basin
  • Conducted oil, gas, coal and mineral title examinations and abstracts
  • Experienced in drafting deeds, leases, assignments, asset purchase agreements, and related transactional documents related to both coal and gas assets
  • Negotiated numerous oil and gas leases with mineral owners on behalf of energy exploration company
  • Performed title examinations and prepared title reports for surface, coal, oil, gas, and other mineral rights of residential and commercial properties in the Barnett Shale
  • 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
  • Assisted in preparation and drafting of oil and gas title opinions
  • Managed and coordinated due diligence for Marcellus shale financing transaction that involved approximately 15,000 acres of land throughout multiple counties of West Virginia
  • Conducted oil and gas title examinations and drafted the corresponding mineral title opinions to assist clients in acquiring property rights
  • 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
  • Prepared lending documents, related commercial real estate title examinations, and due diligence on behalf of lending institutions and commercial real estate developers
  • Prepared mineral title opinions to assist clients in determining ownership interests and acquiring desired oil and gas rights
  • Performed due diligence in evaluating and determining marketability of clients' assets for energy transactions
  • 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
  • Facilitated title work and numerous property purchases for various oil and gas companies
  • Managed mineral title examination projects and performed senior review of mineral title opinions
  • Performed due diligence, undertook curative work and prepared transactional documents for multi-million dollar energy transactions to assist clients in development efforts
  • Analyzed complex mineral title abstracts and drafted numerous mineral title opinion reports relative to lease acquisitions and drilling operations
  • Assisted clients with the performance of mineral title examinations and preparation of mineral title opinions
  • 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
  • Prepared transactional documents and conducted closing for a large coal joint venture that covered approximately 70,000 acres of coal property in Pennsylvania
  • 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
  • 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 to include the drafting of rights-of-way, affidavits, corrective deeds, and division orders
  • Conducted and reviewed title examinations in Pennsylvania and West Virginia
  • Provided legal analysis related to oil and gas title and property holdings in Pennsylvania for energy production companies
  • Litigated oil and gas lease issues related to royalty and bonus payments
  • Documented large, multi-tract real estate transactions for lenders
  • Led team drafting a 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.
  • Assisted with due diligence for a major multi-billion dollar acquisition by a Fortune 500 energy company
  • Assisted in the preparation of oil and gas lease and related documents for client obtaining substantial oil and gas interests in West Virginia
  • Performed due diligence, undertook curative work and conducted closings in multi-million dollar energy transactions
  • Negotiated and executed agreements with large coal companies, land companies and private landowners
  • 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 energy clients in mineral acquisitions, financing, and disposition transactions
  • 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
  • Directed post-closing due diligence team reviewing land administration records
  • 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 to include the drafting of rights-of-way, affidavits, corrective deeds, and division orders
  • Performed title abstracting in Ohio, West Virginia and Pennsylvania
  • Managed large scale due diligence and acquisition projects for Fortune 500 companies, along with related contracts for exploratory operations
  • 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
  • Supervised and assisted energy company in title review, title analysis, and legal analysis related to coal, oil and gas title and property holding
  • Performed legal research to determine various oil & gas title standards under West Virginia, Maryland and Tennessee law
  • Represented various exploration and production companies in acquisition and divestiture transactions
  • Performed oil and gas title review for transactions and drilling operations
  • 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 land holding company in $2m acquisition of 700+ acres including site of former carbon black plant
  • 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
  • Performed due diligence, undertook curative work and prepared transactional documents for multi-million dollar energy transactions
  • Served as in-house counsel for seller of overriding royalty interests of $193 MM
  • Represented energy industry parties in mediation of major contract disputes
  • Undertook coal, oil and gas title examinations to assist clients in acquiring desired real estate rights
  • Represented the buyer of E&P assets of $2.5 MM
  • Managed mineral title examination projects and performed senior review of mineral title opinions
  • Provided a full suite of FERC and state public service / utility representation to Appalachian operators and operators of Appalachian facilities
  • Lead counsel for seller of E&P company (stock and assets) for $3.47 billion
  • Represented clients in the acquisition of oil and gas production companies
  • Lead counsel for seller/farmout of oil and gas leasehold assets for $347 MM
  • Negotiated and drafted various agreements involved in farmouts, JOAs, sales and acquisitions of E&P properties including stock and asset sales
  • More than 30 years experience in negotiating, preparing and analyzing various types of gas sales, marketing and transportation agreements
  • 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
  • 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.
  • $150 million in transactions over the past four years for an oil and gas E&P company, including four private placements and related securities work, each of which had in excess of 475 investors

100

Steptoe & Johnson PLLC is a U.S. energy firm with core strengths in labor & employment, litigation and transactional law. In 2013, Steptoe & Johnson celebrated 100 years of helping clients reach their goals.

 

Did you know?

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).

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.

14 Offices Throughout the U.S.

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

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.

Leaders in our Field

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

Leaders in our Field

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