Oil & Gas Agreements: Purchase and Sale Agreements

STEVIA M. WALTHER, former Executive Director, Rocky Mountain Mineral Law Foundation, Westminster, CO

PHILLIP R. CLARK, Partner, Bryan Cave LLP, Denver, CO

SAM NIEBRUGGE is a partner at Davis Graham & Stubbs LLP in Denver, Colorado. His practice focuses primarily on transactional matters for the oil and gas and mining industries. In addition to his work with oil and gas and mining producers at DGS, he worked in-house for a large independent oil and gas producer. He is experienced in drafting and negotiating purchase and sale, development, exploration, joint operating, farmout, and master services agreements, as well as various other agreements in the oil and gas and mining industries. He has experience in both asset and equity transactions. He also has extensive experience preparing all forms of title opinions covering fee, state, and federal lands. He is a trustee, member of the Financial Advisory Committee and Special Institutes Committee, and the co-chair of the Oil and Gas Section for the 2018 Annual Institute for the Rocky Mountain Mineral Law Foundation (RMMLF). He is also the former chair of the RMMLF Young Professionals Committee. He has authored several papers and spoken extensively to in-house counsel and at continuing legal education events on all matters associated with the oil and gas industry.

STEVEN P. WILLIAMS recently retired after nearly 24 years as Assistant General Counsel-Denver Division for EOG Resources, Inc. in its Denver office. Prior to joining EOG in 1992, he was with The Coastal Corporation in Houston, Texas. Mr. Williams was in private law practice in Texas from 1979 through 1987, devoting most of his time to title examination in all areas of Texas. Mr. Williams’ responsibilities for EOG included domestic exploration and production matters, acquisitions and divestitures, federal, state, and fee royalty matters, public lands issues, government affairs and litigation. Mr. Williams holds a B.A. in American Studies from the University of Texas at Austin and a J.D. from the Southern Methodist University School of Law. He has been certified as a specialist in Oil, Gas and Mineral Law by the Board of Legal Specialization of the State Bar of Texas since the inception of that specialty in 1986. He is also certified as a barbecue judge by the Kansas City Barbecue Society. He is a member of the State Bar of Texas. He served three terms as a Trustee-at-Large of the Rocky Mountain Mineral Law Foundation from 2003–2006, as a Trustee-at-Large and as an at-large member of the Foundation’s Executive Committee in 2007 and 2008, as Program Chair of the 61st Annual Institute in 2015, as member of the Foundation’s Long Range Planning and Site Selection Committees, and has served on its Special Institutes Committee since 1992. In addition to serving on the planning committees for numerous special institutes, Mr. Williams has organized and served as the co-chair of RMMLF’s Special Institutes on Oil and Gas Agreements since 2004. Mr. Williams has presented numerous papers on royalty-related issues at RMMLF institutes, as well as for the Petroleum Landmen’s Association of New Orleans’ Annual Oil and Gas Seminar, the 49th Annual Institute on Oil & Gas Law & Taxation of the Institute for Energy Law of the Center for American and International Law, and the Denver Association of Petroleum Landmen. In 1994, Mr. Williams was selected by the Secretary of the Interior to serve as the representative of large independent producers on the U.S. Department of the Interior's Federal Gas Valuation Negotiated Rulemaking Committee organized under the federal Negotiated Rulemaking Act and served three terms as the representative of the United States Oil and Gas Association on the Interior Department's Royalty Policy Committee organized under the federal Advisory Committee.

JESSE BOMER is a Partner of Edge Natural Resources LLC. Prior to co-founding Edge, Mr. Bomer was General Counsel of NGP Energy Capital Management, LLC. During his tenure at NGP, Mr. Bomer led the structuring and execution of the substantial majority of NGP’s transactions. Prior to joining NGP, Mr. Bomer was an associate in the Corporate and Securities group of Thompson & Knight LLP in Dallas, where his practice focused on the representation of energy private equity funds in all phases of their formation and operation. Prior to joining Thompson & Knight LLP, Mr. Bomer was an associate at Johnson & Jones, P.C. in Tulsa, Oklahoma. Mr. Bomer received a B.S. in Finance, magna cum laude, in 2000 and a J.D., with highest honors, in 2003 from the University of Tulsa.

JAMES E. MUTRIE has served as Vice President, General Counsel and Corporate Secretary of RSP Permian, Inc. (NYSE: RSPP), a $3B market cap oil and natural gas company, since June 2014. From February 2007 to May 2014, Mr. Mutrie first served as Assistant General Counsel and later as General Counsel and Compliance Officer at United Surgical Partners International, Inc., a $2.5B+ in annual revenue owner/operator of foreign and domestic medical facilities. From October 2003 to January 2007, Mr. Mutrie practiced corporate law at Vinson & Elkins L.L.P., representing public and private companies in capital markets offerings and mergers and acquisitions, frequently in the oil and gas industry. He received a B.A., cum laude in history with distinction in all subjects, from Cornell University, a J.D., magna cum laude and order of the coif, from Northwestern University School of Law, and a Certificate in Financial Management from Cornell University.

HOWARD L. BOIGON is currently vice chair of the Colorado Oil and Gas Conservation Commission, the regulatory body charged with enforcing the Colorado Oil and Gas Conservation Act and generally regulating the industry in Colorado. He is also the sole member of Boigon Law Ltd, a Denver boutique law firm focused on the practice of oil and gas law, both in the United States and internationally. His practice focuses on transactional, financing and regulatory matters in oil and gas law and policy and on business counseling for natural resources companies, advising cities and other public entities on oil and gas regulatory matters, and representation of surface developers, landowners and other stakeholders impacted by oil and gas development. He also has served as expert witness and mediator in contested oil and gas industry disputes. Mr. Boigon has played a key role in the development of law and policy affecting the industry through representation of industry in rule-making proceedings, testifying on and helping to draft key legislative initiatives affecting industry, and service on stakeholder committees and form drafting committees. He has lectured and written widely on land use issues, regulatory policy, joint operations and other aspects of oil and gas law and practice. Prior to founding his law firm, Mr. Boigon has been in private practice with the Denver offices of Hogan Lovells and Davis, Graham & Stubbs and served in senior executive positions with Westport Resources Corporation and Basin Exploration, Inc., both Denver-based publicly traded exploration and production companies. Prior to entering private practice, Mr. Boigon served as a law clerk to the Honorable Wade H. McCree, Jr. of the U.S. Court of Appeals for the Sixth Circuit.  He is a graduate of the University of Michigan for both college and law school. Mr. Boigon serves on the Advisory Board of the Colorado Oil and Gas Association, where he is also a past president, and is a former trustee of the Rocky Mountain Mineral Law Foundation. He has chaired and spoken at a number of special institutes for the Foundation. He has received professional recognition as a leading practitioner in the Best Lawyers in America®, Chambers USA, the Denver Business Journal, Who’s Who Legal, Colorado Superlawyers, and Law Week Colorado, among others.   He serves on the boards of several community organizations and is a past recipient of the Community Leadership Award from the Colorado Jewish Community Relations Council.

PAUL HILTON is a partner and Co-Chair of the Capital Markets and Corporate Governance practice at Hogan Lovells US LLP, in Denver, CO. He advises public and private companies in corporate, securities, and merger and acquisition matters. He represents companies seeking to go public, public companies, private equity firms, investment banking firms, and public and private acquirers and targets in acquisition transactions. Paul regularly counsels public companies on initial public offerings, complex debt and equity offerings, including both U.S. and cross-border transactions; securities law compliance issues, including the JOBS Act, the Dodd-Frank Act, and the Sarbanes-Oxley Act; and corporate governance matters. He also counsels boards of directors and their committees on fiduciary duty and governance matters. Paul has closed more than 40 Initial Public Offerings (IPOs); 200 Follow-on Public Offerings; 50 Public company Mergers & Acquisitions; 200 Private company Mergers & Acquisitions; 100 Venture-backed company transactions; and 100 Corporate Governance assignments. Paul counsels companies in a wide range of industries, including consumer products, government contractors, information technology, mining, and software. Paul has received a #1 ranking from Chambers USA for Corporate/M&A every year since 2004 and has been listed in The Best Lawyers of America for many years. Paul is the co-author of the Corporate Director's Deskbook (Thompson Reuters, 2015), and is a frequent speaker on mergers and acquisitions, corporate governance, and securities law topics. He began his career on Wall Street with a major New York law firm. While in law school, Paul was an editor of the Cornell Law Review.

JOHN T. BRADFORD is Of Counsel with the energy and natural resource law firm of Liskow & Lewis in Houston, Texas. He earned his B.S. in Accounting at the University of Illinois in 1977; his J.D. in Law at the University of Illinois College of Law in 1980; and his Master of Laws in Taxation at the University of Houston Law Center in 1991. Mr. Bradford practices energy and natural resources taxation, finance and corporate law at the state, federal, and international levels. His practice involves advising clients on the tax and business consequences of their acquisitions, dispositions, joint ventures, financing activities, hedging activities, and day-to-day business operations. He has advised clients regarding structuring complex energy and natural resources joint ventures, asset acquisitions and dispositions, and structured financings. He has represented clients before the Internal Revenue Service on audit, administrative appeal, and for private letter ruling requests. He has extensive experience in the energy and natural resources industry, having practiced for more than 18 years as a tax lawyer for Exxon Corporation (now Exxon Mobil Corporation), having worked in energy and natural resource investment banking at JP Morgan Securities, and having most recently advised clients as a principal in KPMG LLP’s Washington National Tax practice. Mr. Bradford is a frequent speaker on energy and natural resource taxation matters, having presented to the American Petroleum Institute Federal Tax Forum, the University of Texas Parker C. Fielder Oil and Gas Tax Conference, the Texas Federal Tax Institute, the Rocky Mountain Mineral Law Foundation, the Tax Executives Institute, the American Bar Association Section of Taxation Energy and Environmental Taxes and Banking and Savings Institutions Committees, the American Bar Association Business Law Section, the Houston Bar Association Tax and Oil and Gas Sections, the Practising Law Institute, the South Texas College of Law Houston’s Energy Symposium and Annual Institute for Attorneys and Landmen, KPMG LLP’s Global Energy Conference, and the Liskow & Lewis Energy Law Seminar. His articles have been published by The Journal of Taxation, the Rocky Mountain Mineral Law Foundation, the University of Texas Journal of Oil, Gas, and Energy Law, the University of Houston Business and Tax Law Journal, Oil, Gas & Energy Quarterly, Oil and Gas Financial Journal, the University of North Texas Institute of Petroleum Accounting’s Petroleum Accounting and Financial Management Journal, and the KPMG Global Energy Institute. Mr. Bradford has been a guest lecturer on oil and gas taxation at Georgetown University School of Law and currently is Adjunct Professor at the University of Illinois College of Law, where he teaches a seminar class on Energy and Natural Resource Transactions.

MICHAEL LYNN is a partner with Lynn Tillotson Pinker & Cox, LLP, in Dallas, Texas. One of the best-known and most respected litigators in Texas, Mike brings unmatched experience to trying cases. He has tried to verdict more than 98 civil and criminal jury trials and handled over 100 non-jury, arbitration, and injunction matters in this distinguished career, winning significant returns for his clients. Recently Mike led a team of lawyers on behalf of Energy Transfer Partners to obtain one of the largest if not the largest verdict in Dallas-Fort Worth history. Mike, the founder of the firm, believes one of the keys to his firm’s success is that “[w]e are an elite, highly-motivated group of business trial lawyers. We like to say we are the ‘special forces of litigation.’ We are prepared, experienced, tough, relentless, and creative.” Mike has also published numerous articles and is a frequent speaker on legal topics. He has taught law classes at Southern Methodist University, is active in a number of professional organizations, including the American Law Institute, has served as Co-Chair on a number of Committees of the American Bar Association, most recently The Federal Rules Task Force, and was co-editor of The Litigation Section’s Business Tort Jury Instruction Project, 2nd Edition. Mike served as Council Member on The Litigation Section of the ABA and presently is serving as Co-Chair Litigation Institute of Trial Training Litigation Section, ABA. Mike has been recognized as one of the “2015 Top 100 Trial Lawyers in America” by Benchmark Litigation; a “Litigation Star” by Benchmark Litigation from 2013-2015; one of the “500 Top Litigators in America” by Lawdragon in 2006, 2010, 2011, and 2015; in the USA Guide to Leading Lawyers – General Commercial Litigation (Texas) Lawyers; “Best Lawyers in America” 2012-2016; selected to “100 Best Lawyers in Texas” 2014; and was named a “Texas Super Lawyer” consecutively since 2003. He is married to the Honorable Barbara M.G. Lynn, United States District Judge, Northern District of Texas. They have two children. He received his undergraduate degree from the University of Virginia and his law degree from Southern Methodist University.

LEE FANYO is a Director with Lewis, Bess, Williams & Weese in Denver, Colorado. He advises public and private companies and their management on acquisitions, dispositions, financing, and other matters that affect business operations. He has substantial experience in representing the energy industry. He currently serves on the Rocky Mountain Mineral Law Foundation’s Special Institutes Committee. After graduating from the University of Denver College of Law, Lee served as a judicial law clerk to the Honorable Justice Allison H. Eid on the Colorado Supreme Court. Before law school, Lee worked as an engineer where he assisted in the design of satellites and defensive missiles. He earned B.S. and M.S. degrees from the Colorado School of Mines.

JOHN M. GRAND is a partner in the Dallas office of Vinson & Elkins LLP. His practice focuses on energy transactions, private equity investments, and mergers and acquisitions. John has worked on a wide array of transactions in the energy sector, with a particular emphasis on upstream and midstream acquisitions, divestitures, joint ventures, and investments. Recently, John represented Pioneer Natural Resources in its $2.15 billion sale of EFS Midstream, an Eagle Ford Shale midstream company jointly owned with Reliance Holding USA, Inc., to Enterprise Products Partners, and TPG Capital in its $1.8 billion acquisition of natural gas properties in Wyoming’s Jonah field from Encana Corporation. He was selected as “Who’s Who in Energy (Legal)” by the Houston Business Journal in 2015 and has earned a spot on Super Lawyers’ Texas Rising Stars list from 2012-2016. John received a Bachelor of Arts, summa cum laude and with honors, from Centenary College in 2002 and a Juris Doctor (Order of the Coif; Louisiana Law Review) from Louisiana State University Law Center in 2006.

DAVID W. WICKLUND is a partner based in the New York office of Vinson & Elkins LLP. His practice focuses primarily on complex acquisition and leveraged financings. David has experience representing private equity sponsors and their portfolio companies, other public and private borrowers (both investment grade and non-investment grade), and lead arrangers and underwriters in a variety of domestic and cross-border financings, in the context of acquisitions and otherwise. David’s experience extends to the areas of syndicated loans, high-yield bond offerings, reserve-based facilities, asset-based facilities, mezzanine facilities, and uni-tranche facilities. He has represented numerous upstream companies on finance matters, including Energy XXI in its $2.3 billion acquisition of EPL Oil & Gas Inc., creating the largest publicly traded independent oil and gas producer on the Gulf of Mexico Shelf and Breitburn Energy Partners LP in a private placement of $650 million of 9.25% senior secured second lien notes. In 2014, David was selected to Super Lawyers’ New York Rising Stars list. He received a Bachelor of Arts from Williams College in 2000 and his Juris Doctor from Georgetown University Law Center in 2003.

GREG NIBERT is a native of Roswell, New Mexico. He and his wife, Carolyn, have two sons, Gregory, an oil and gas lawyer in Denver, and Jeff, a farmer in Roswell.  He received a Bachelor of Arts degree from the University of New Mexico in 1980 and received a Juris Doctor degree, cum laude, from Pepperdine University in 1983.  He was Editor in Chief of the Pepperdine Law Review for 1982-83.  He is a partner in Hinkle Shanor LLP and his practice is focused on Oil and Gas Law.  He has been listed in The Best Lawyers in America since 1993, Chambers USA America’s Leading Lawyers for Business since 2005.  He was selected as the Natural Resource Lawyer of the Year in 2015 by the New Mexico Bar Section on Natural Resources, Energy and Environmental Law.  In 2016, Mr. Nibert was elected to the New Mexico House of Representatives, District 59 (Chaves and Lincoln Counties) where he continues to serve. He represents New Mexico on the Executive Board of the Energy Council.  The Rural Water Users Association selected Greg as the Legislator of the Year for 2018 and he received an award from the Association of Commerce and Industry for work on legislation promoting economic development in the State.  Greg was one of two New Mexico legislators invited to attend the Fourth China United States Governor’s Conference in the People’s Republic of China in 2018 to promote New Mexico business in China. Greg is a past president of the Independent Petroleum Association of New Mexico and continues to serve on its Board of Directors.  He was the Treasurer (2013-15) and a member of the Board of Directors (2011-15) of the Rocky Mountain Mineral Law Foundation.  He previously served as a Chaves County Commissioner from 2007 through 2014.  While Chairman of the Commission he successfully fought the US Fish and Wildlife Service to prevent the listing of the Dunes Sagebrush Lizard and the Lesser Prairie Chicken.   He has presented numerous papers and speeches to a number of organizations on oil and gas law topics, including the Rocky Mountain Mineral Law Foundation, American Association of Professional Landmen, University of Texas, and Center for International and American Law Energy Law Institute.

AARON FRIESS is an attorney in Stinson Leonard Street's Oil & Gas Practice Group, based in Bismarck, North Dakota. He is licensed in North Dakota and New Mexico and his practice encompasses all facets of energy law, including transactions, litigation, and regulatory practice before administrative agencies. Aaron is a member of the Rocky Mountain Mineral Law Foundation and has written and presented on oil and gas topics at multiple special institutes hosted by the Foundation. He is also a past recipient of the David P. Phillips Scholarship, the Foundation's highest award for academic excellence. Aaron is also a member of the Landman's Association of North Dakota and the New Mexico Landman's Association.

STEVEN B. RICHARDSON is a partner in the Denver office of Bryan Cave LLP in its Energy and Natural Resources Client Service Group. He represents a wide range of oil and gas, mining, and power companies, financial institutions, and investors in energy and natural resource transactions and projects, including mergers and acquisitions, partnership formation, private equity investments and financial institution investments in oil and natural gas exploration, development, production, gathering, transportation, processing and marketing, throughout the U.S. Such work includes exploration and development agreements, joint ventures, participation agreements, operating agreements, gas gathering, processing and marketing agreements, production payments, leasing, surface use agreements and other project development, financing, and operational arrangements involving oil and gas projects on fee, federal, state, and Indian lands. He is also active in project development, acquisition, financing, tax equity, and operations for renewable and conventional power projects including wind, solar, biomass, geothermal, and landfill projects, natural gas generation projects, biodiesel, ethanol and other alternative fuels projects, including site acquisition, power purchase, interconnection, and transmission agreements, construction contracts, warranty agreements, feedstock supply agreements, operating and maintenance agreements, and financing arrangements. He received his B.A., magna cum laude, in physics and mathematics from the University of Colorado in 1978 and his J.D., cum laude, from Harvard Law School in 1981. He is admitted to practice in Colorado. He is a past Trustee of the Rocky Mountain Mineral Law Foundation and has written numerous papers for Rocky Mountain Mineral Law Foundation institutes. He is a frequent speaker on oil and gas and energy topics, and is a former adjoint professor in the Graduate Energy Management Program at the University of Colorado Business School, Denver campus.

LARRY W. NETTLES is a partner in the Houston office of Vinson & Elkins LLP. He has been practicing environmental law full-time since 1981 and has an exceptionally broad range of environmental law experience that makes him particularly well suited to advise clients with multi-faceted environmental problems, such as those frequently encountered in large business transactions. Larry currently serves as Co-Chair of the firm’s Energy and Infrastructure Practice Group and Chair of the Shale and Hydraulic Fracturing Task Force, and is a member of the firm’s Environmental and Climate Change Practice Groups. Larry has been recognized as the top environmental lawyer in the United States for the past eight years by United States Lawyer Rankings. He has also been recognized as one of the best environmental lawyers in the nation in the most recent edition of Best Lawyers in America®; one of the best environmental law attorneys in Texas on the "Texas Super Lawyers" list published in Texas Monthly, and by Chambers & Partners in its recent guidebook on America's Leading Lawyers for Business.

DAVID M. PATTON is Co-Chair of the Locke Lord LLP’s Energy Practice Group in Houston, Texas. He has 39 years of experience in various legal aspects of the oil and gas industry, including acquisitions and sales of assets or equity interests, and drafting and negotiating leases, contracts, and agreements related to field operations. David has represented clients in connection with surface use conflicts, day to day exploration and development activities, and the resolution of oil and gas disputes. He is a frequent participant in continuing legal education programs and is active in the Rocky Mountain Mineral Law Foundation and the State Bar of Texas. David is the immediate Past Chair of the Oil, Gas and Energy Resources Law Section of the State Bar of Texas; a Trustee of the Rocky Mountain Mineral Law Foundation; a Fellow of the Texas Bar Foundation; the 2012 Houston Oil & Gas Law Lawyer of the Year by Best Lawyers; Nationwide Leader, Energy: Oil & Gas (Transactional); Chambers USA's Leading Lawyers in America; and Best Lawyers in America, Oil and Gas Law (2010–2016), and is on the Advisory Board of the Texas Journal of Oil, Gas and Energy Law.