Oil and Gas

Overview

​Gibson, Dunn & Crutcher's Oil and Gas Practice Group advises the world's leading oil and gas exploration, development and production companies, oil field services and equipment companies, pipeline and other midstream companies, and downstream entities.  We also represent financial institutions, private equity firms and government entities active in the oil and gas sector.  Clients regularly call upon our lawyers to support them in their high-profile, cutting-edge projects and transactions.  Many of our group's members began their careers on the business side of the oil and gas industry, and are able to serve clients with a heightened understanding of their commercial needs.  Gibson Dunn's expansion into Houston in 2017 was an exciting and inevitable continuation of the firm's deep history representing oil and gas clients. 

Our internationally recognized team brings multidisciplinary, multijurisdictional knowledge and experience to a full spectrum of oil and gas assignments.  We offer seamless advice and counseling, technical excellence, creativity, market knowledge, and unique insight on the most sophisticated matters, including:

  • Energy M&A (both private and public company-level and asset-level acquisition and divestitures)
  • Oil and gas transactional matters (including sophisticated joint ventures, farmouts, carry and earning agreements, and drillcos)
  • Capital markets (including public and private debt and equity, and MLPs, YieldCos and UpCs)
  • Resource fund formation
  • Private equity (including sponsor-level, management team, and portfolio company engagements)
  • Asset-level finance (including reserve-based lending, acquisition finance, project finance, and hedging)
  • Restructuring
  • Project development
  • Infrastructure projects
  • Tax (including oil and gas and partnership; net profits structures, MLPs, YieldCos and UpCs)

We work closely with lawyers in the firm's Energy and Infrastructure and Energy, Regulation and Litigation Practice Groups to deliver an integrated solution across the energy spectrum.  Complementing our energy-specific practice groups, our award-winning Litigation, Environmental Litigation and Mass Tort, and Transnational Litigation Practice Groups all have significant exposure and success in the oil and gas arena.

Serving All Segments of the Value Chain

Lawyers in the oil and gas practice are experienced in handling legal and business issues across all segments of the oil and gas value chain.  These include upstream exploration and production (conventional, unconventional, onshore and offshore); midstream (gathering, storage, transportation and processing); downstream (storage, refining, marketing and petrochemicals); oilfield services; LNG; and infrastructure.

Comprehensive Coverage Across Project Stages and Participants

Advising clients at all stages of oil and gas projects, our group works with, and opposite, governments (including national oil companies and agencies), industry participants, investors and partners, issuers, underwriters, project sponsors, operators, contractors, suppliers, lenders and insurers, among others, to structure, negotiate, document and fund complex, challenging and novel oil and gas exploration, development and production projects.

Areas of Focus

The lawyers within our group offer deep and practiced familiarity with deals ranging from common acquisitions and divestitures to cutting-edge international exploration and production ventures.  These lawyers handle oil and gas exploration, development and production projects in the United States and throughout the world, with exceptional capabilities that include:

  • Conventional, deep-water and unconventional resource exploration, production and development projects
  • Energy infrastructure projects (pipelines, gathering systems, platforms and floating production systems)
  • Acquisition, divestiture and financing of exploration and production assets and midstream infrastructure, at both the asset and corporate level
  • Energy-based financings, including reserve-based lending and project finance
  • Production payment (VPP and otherwise), net profits interests and royalty trust transactions
  • Upstream, transportation, gas sales, plant operation and offtake segments of LNG projects
  • Production-sharing contracts, licenses, technical evaluation agreements, confidentiality agreements, joint bidding agreements, farmout agreements, participation agreements, exploration agreements, joint development agreements, joint venture agreements, purchase and sale agreements, joint operating agreements, production handling agreements, gathering agreements, drilling contracts and service contracts

Experience and Recent Representations

  • Formation of a $1.5 billion joint venture between a global investment firm and a North American oil and gas sector participant to form oil and gas resources fund
  • Representation of private oil and gas company in connection with $300 million equity joint venture to acquire assets in Permian Basin
  • Representation of seller in divestiture of 63,000 net acres of productive and exploratory leasehold in the Wolfcamp Shale, along with seller's interest in certain midstream gathering assets, for $2.5 billion
  • Representation of seller in divestiture of productive and exploratory leasehold in the Spraberry and Wolfcamp formations for $980 million
  • Representation of buyer in its $2 billion investment in exchange for 30% of seller's interest in approximately 650,000 net acres in the Cline Shale and the Midland-Wolfcamp Shale

* Includes matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​

  • Representation of seller in divestiture of Eagle Ford Shale-focused midstream company for $2.15 billion
  • Representation of seller in divestiture of 120,000 net acres of productive and exploratory leasehold, along with the seller's interest in certain midstream gathering assets, for $1.45 billion
  • Representation of seller in divestiture of 17,241 net acres of productive and exploratory leasehold formation for $640 million.  This transaction established the highest value (per net acre) for Eagle Ford Shale transactions

* Matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​

  • Representation of largest seller in multi-company divestiture of approximately 32,000 net acres for $1.4 billion
  • Representation of seller in divestiture of Bakken assets for $925 million
  • Representation of buyer in the acquisition of seven crude oil loading facilities in North Dakota and Montana for undisclosed purchase price, including the negotiation of storage and transportation oil agreements and the termination of an existing agreement for the supply of 10,000 barrels of oil per day

* Matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​

  • Representation of global, energy-focused private equity investment firm in acquisition by Sabine Oil & Gas of Forest Oil
  • Representation of private exploration and production company in its $1 billion oil and gas acquisition joint venture
  • Representation of non-U.S. pension plan investment manager in its $1 billion joint venture to acquire oil and gas assets in DJ Basin
  • Representation of seller in divestiture of its Appalachian oil and gas exploration and production business for $3.5 billion
  • Representation of seller in divestiture of 20,000 net acres of productive and exploratory leasehold in the Barnett Shale formation, and 4,000 net acres of productive leasehold in the Texas panhandle, for $993.5 million
  • Representation of buyer in acquisition of Haynesville Shale assets, along with corresponding interests in certain midstream gathering assets, for $1.3 billion
  • Conveyance of $5 billion of onshore exploration and production assets in relation to spin-off of exploration and production company from regulated utility
  • Conveyance to royalty trust of net profits interest in 294,000 gross acres and 34,500 net acres as part of initial public offering of royalty trust for $290 million
  • Dissolution of partnership holding exploration and production assets, distribution of assets to partners, execution of joint operating agreement covering distributed assets, and conveyance to royalty trust of net profits interest in 5,986 gross acres and 4,080 net acres as part of initial public offering of royalty trust for $370 million
  • Contribution of $400 million of U.S. exploration and production assets to a partnership, followed by a $300 million production payment and subsequent transfer of a partnership interest
  • Contribution of $1.25 billion of U.S. exploration and production assets to a partnership, followed by a $1.0 billion production payment and subsequent transfer of a partnership interest
  • Amendment, buyout, and release of three volumetric production payments initially issued for $1.1 billion, along with termination of associated natural gas exchange agreements, natural gas sales agreements, mortgages, guarantees, and commodity and interest rate swaps; and issuance of four new volumetric production payments for $230 million, along with associated natural gas exchange agreements, natural gas sales agreements, guarantees, and assumption agreements

* Includes matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​

  • Formation of a joint venture ($300 million) by a global, energy-focused private equity investment firm to form Deep Gulf Energy III (offshore E&P company)
  • Representation of buyer in acquisition of interests in producing deep-water Gulf of Mexico leases, along with associated capacity rights in offshore infrastructure and interests in related contracts, for $2.15 billion
  • Representation of buyer in acquisition of several producing deep-water Gulf of Mexico fields (23 leases encompassing five field areas), along with associated capacity rights in offshore infrastructure and interests in related contracts, for $5.55 billion
  • Representation of satellite field operator in structuring, negotiating, and implementing deep-water Gulf of Mexico production-handling agreement addressing processing of, and capacity management for, production from satellite field on existing deep-water floating production system
  • Acquisition of an interest in an offshore floating production system for $168 million, including documentation for a special-purpose entity, operating and production handling, capacity management, minimum throughput guarantees, supporting parent company guarantees, and nonrecourse financing
  • Acquisition of an interest in a producing deep-water Gulf of Mexico oil field, along with associated capacity rights in offshore infrastructure, for $1.2 billion

* Includes matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​

  • Extensive work on petroleum exploration, development, and/or production projects outside the United States in all regions of the world, including several LNG projects
  • Drafting and negotiation of production-sharing contracts, licenses, technical evaluation agreements, confidentiality agreements, joint bidding agreements, farmout agreements, purchase and sale agreements, joint operating agreements, drilling contracts, and service contracts for exploration and production activities in more than 60 countries.  These include, by region: Canada; Argentina, Belize, Bolivia, Chile, Colombia, Ecuador, Guyana, Mexico, Nicaragua, Peru, Suriname, Trinidad and Venezuela; Albania, France, Kazakhstan, Portugal, Russia, Turkey and the United Kingdom; Algeria, Bangladesh, Egypt, India, Iraq, Lebanon, Libya, Morocco, Oman, Pakistan, Qatar, Tunisia and Yemen; Angola, Benin, Congo, Ethiopia, Equatorial Guinea, Eritrea, Ghana, Guinea, Guinea Bissau, Ivory Coast, Madagascar, Malawi, Mali, Mauritania, Mozambique, Niger, Nigeria, the Seychelles, Sudan and Zambia; Australia, China, Indonesia, Laos, Malaysia, New Zealand, Papua New Guinea, the Philippines, Tonga, and Vietnam
  • Representation of co-venturer in investment in Wheatstone LNG project in Australia, including shareholder arrangements and project structuring
  • Divestiture of operated interest in the SAGE System, a major gas pipeline system and gas processing terminal in the UK, including negotiation of associated long-term gas transportation and processing agreement (North Sea)
  • Divestiture of interests in the Wheatstone and Kitimat LNG projects for $2.75 billion
  • Divestiture of seller's working interest in the Brazeau River Complex (BRC) gas plant, as well as the remaining nearly 60% working interest in 105km of gas-gathering pipelines directly connected to the BRC
  • Representation on the upstream segment of the Tangguh LNG Project (Indonesia)
  • Representation on upstream, gas sales, and plant operations segments of the EG LNG Project (Equatorial Guinea)
  • Representation on all segments of the Peru LNG Project (Peru)
  • Unitization of the C-4 Oilfield in China

* Matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​

  • Representation of seller in divestiture of midstream gathering assets located in the Permian Basin as part of a $2.5 billion transaction
  • Representation of seller in divestiture of Eagle Ford Shale-focused midstream company for $2.15 billion
  • Representation of seller in divestiture of midstream gathering assets located in the Eagle Ford Shale area as part of a $1.45 billion transaction
  • Representation of buyer in the acquisition of seven crude oil loading facilities in North Dakota and Montana for undisclosed purchase price, including the negotiation of storage and transportation oil agreements and the termination of an existing agreement for the supply of 10,000 barrels of oil per day
  • Divestiture of interest in the Stiles Ranch gathering system as part of a $700 million transaction
  • Representation of seller in divestiture of rights in gathering, processing, and sales agreements applying to Marcellus Shale assets as part of a $325 million transaction
  • Representation of buyer in acquisition of midstream gathering assets located in the Haynesville Shale area as part of a $1.3 billion transaction
  • Representation of producer (gas owner) in terminaling agreement for counterparty to store and transport producer's natural gas stream to producer's terminal and to process the natural gas stream to produce and deliver ethane to producer's ships at the terminal for overseas delivery
  • Acquisition of an interest in an offshore floating production system for $168 million, including documentation for a special-purpose entity, operating and production handling, capacity management, minimum throughput guarantees, supporting parent company guarantees, and nonrecourse financing
  • Representation of MLP in its $2.1 billion sale of a petrochemical plant
  • Representation of MLP sponsor in a $12 billion transaction with its MLP, including the waiver of IDR rights in exchange for common units
  • Representation of MLP sponsor in the $50 billion merger of two of its MLPs 
  • Representation of buyer in connection with its $5.995 billion acquisition of common and general partner interests in an MLP
  • Representation of MLP sponsor in its $389 million acquisition of all publicly held common units of its MLP
  • Representation of MLP in the issuance of over $13 billion of senior notes and $6 billion of partnership units in numerous transactions
  • Representation of MLP sponsor in the issuance of over $4 billion of senior notes and $8 billion of common stock in numerous transactions, including to fund acquisitions and transactions with its MLP
  • Representation of MLP in the issuance of $1.2 billion of senior notes and $1.5 billion of partnership units in numerous transactions
  • Representation of interstate pipelines in the issuance of over $4 billion of senior notes in numerous transactions
  • Representation of buyer in $2.25 billion investment in a midstream MLP and its general partner
  • Representation of buyer in acquisition of a midstream company for approximately $2.5 billion

* Includes matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.

  • Representation of oil and gas company in its second lien committed financing, the proceeds of which will be used to fund a $205 million acquisition of Eagle Ford assets
  • Representation of diversified holding company in the purchase of (i) up to $49.9 million aggregate principal amount of 12% senior secured second lien notes due 2021 issued by a subsidiary of a public oil and gas company, and (ii) five-year warrants to purchase up to an aggregate 998,000 shares of  common stock of the public oil and gas company
  • Representation of energy fund in an up to $1.24 billion investment in a newly formed partnership with a private oil and gas company to acquire, operate and develop onshore oil and natural gas properties and related assets in North America, including a $3 billion San Juan Basin asset purchase from a major oil and gas company
  • Representation of public oilfield services company in its $100 million senior secured debtor-in-possession credit facility and $100 million senior secured exit facility and negotiation of amendments to Term Loan B facility in connection with Chapter 11
  • Representation of multiple public and private oil and gas companies in their reserve-based revolving credit facilities

* Includes matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.

  • Representation of underwriters in $783.7 million public offering of common stock issued by midstream company
  • Representation of underwriters in $250 million concurrent public offerings of senior notes and common stock by oil and gas company
  • Representation of underwriters in $550 million back-to-back offerings of preferred units, senior notes and common units by MLP
  • Representation of underwriters in $162 million IPO of oilfield services company
  • Representation of underwriters in $122 million IPO, and placement agent in $322 million Rule 144A equity offering, of water management services company
  • Representation of MLP in $300 million Rule 144A high-yield senior notes offering
  • Representation of MLP in $1.06 billion IPO and follow-on offerings of common units
  • Representation of MLP in $575 million IPO and follow-on offering of common units
  • Representation of public oil and gas company in concurrent $146 million public offering of common stock and a $175 million Rule 144A offering of senior notes
  • Representation of underwriters in $1.1 billion total offerings of senior notes, convertible notes and common stock by a public oil and gas company

* Includes matters handled by lawyers prior to joining Gibson, Dunn & Crutcher.​