Baker Botts' oil and gas practice spans the breadth of oil and gas transactions. Since the early 1900s, Baker Botts has been advising oil and gas companies, investors, and lenders on the establishment of upstream projects, financing and investing in those projects, and acquiring and divesting those projects. 

Upstream Oil and Gas Projects
We represent clients in connection with government leasing and licensing issues, including oil and gas leases in the U.S., licenses in the North Sea, and production sharing contracts and concessions around the world. This representation encompasses both work on qualification and bidding for these interests and advice on regulatory requirements for the maintenance and operation of these interests, including advice on the rules of the U.S. Minerals Management Service and U.K. Department of Trade and Industry. In addition, we have extensive experience advising clients on joint bidding arrangements, operating agreements and unitizations. One of our lawyers chaired the Association of International Petroleum Negotiators committee which revised the Model Form International Operating Agreement in 1995, and is co-chairing the committee that is drafting a Model Form International Unitization Agreement. Another of our lawyers chaired the Association of International Petroleum Negotiators Committee that drafted the Model Form Farmout Agreement.

In the investment and financing area, we develop joint venture companies and shareholder agreements, limited partnerships, royalty trusts, net profits interests and production payment arrangements, and we represent borrowers and lenders on term loans, revolving credits and project financings secured by upstream oil and gas assets. This work includes advice on tax structuring and, internationally, the use of tax treaties and offshore companies in tax haven jurisdictions, as well as the use of stabilization arrangements to protect fiscal terms. Finally, our upstream projects practice includes all the key aspects of project construction and implementation, including the examples outlined below.

Types of Matters and Agreements

• Leases, licenses, concessions and production sharing contracts
• Joint bidding arrangements, operating agreements and unitization agreements
• Joint venture agreements, shareholder agreements, limited partnership agreements, royalty trusts, net profit interest agreements and production payments
• Loan agreements, revolving credit agreements, project financing documents, mortgages, credit support (including letters of credit), pledges and other security agreements
• Engineering, procurement and construction (EPC) contracts (with particular experience in platforms, subsea pipelines and other offshore infrastructure), production handling agreements, facilities usage agreements, shared services arrangements and master service contracts
• Procurement agreements, employee secondment agreements and consulting agreements

Oil and Gas Acquisitions and Divestitures
Baker Botts regularly represents both purchasers and sellers of producing properties, exploration acreage, upstream projects and companies holding these assets, and we have extensive experience in auction sales and the preparation and review of data rooms, both physical and electronic. The firm can assemble due diligence teams on behalf of clients as well as organize title reviews by local title attorneys. We structure tax-free exchanges and other tax-efficient transactions and also provide advice on employee benefits, executive compensation, key employee protection, severance and other personnel-related issues associated with acquisitions. Our environmental department can provide advice regarding successor liability issues, phase I and phase II assessments, and other environmental concerns. Finally, our acquisitions and divestitures practice provides antitrust and competition law advice, and includes an experienced team available to prepare or review Hart-Scott-Rodino filings.

Types of Matters

• Acquisitions
• Divestitures
• Auction sales
• Farmouts
• Project development

Types of Agreements

• Purchase and sale agreements
• Stock purchase agreements
• Farmout agreements
• Confidentiality agreements
• Letters of intent and heads of agreement
• Transition services agreements