Burleson LLP has a deep background in the midstream sector of the energy industry. Our attorneys have worked with companies engaged in gathering, treating, processing, transporting, storing, terminaling, and marketing various energy commodities, including crude oil, natural gas, natural gas liquids (NGLs), refined products, and liquefied petroleum gas (LPG). We have also represented lenders, investors, service companies, and other parties active in the midstream sector.
We have attracted attorneys from some of the nation's leading law firms and some of the world's top energy companies. This blend of legal skill and direct, relevant business experience delivers a unique level of expertise to our midstream energy clients.
Our midstream experience includes:
- Acquisitions and divestitures of gathering systems, interstate and intrastate pipelines (both onshore and offshore), processing plants, terminals, and other midstream facilities
- Greenfield project development of midstream facilities, including interstate natural gas pipelines
- Drafting and negotiation of consortium agreements, joint ownership agreements, O&M agreements, EPC agreements, and other project documents
- A broad range of financings of midstream facilities and businesses, including commercial loans, project financings, sale-leasebacks, synthetic leases, cushion gas lease financings, securitizations, and other structured financings
- All phases of land acquisition for midstream facilities, including title review and right-of-way acquisition
- Transactions involving rolling stock and vessels used for the transportation of midstream commodities, including the sale, leasing, and financing of rail cars, and the construction, financing, and chartering of tugs and barges
- Regulatory experience in the natural gas pipeline industry, including administrative law and litigation, and certificate applications before FERC and state agencies
- Extensive experience in disputes regarding midstream operations, including qui tam False Claims Act litigation regarding natural gas measurements; gas processing, gas plant, and gas pipeline litigation and arbitrations; litigation involving state, federal, and private mineral royalty claims; gas contract disputes; and condemnations of pipelines
- Commodity trading and hedging activities, including ISDA-based agreements, bespoke sales/purchase agreements, credit support annexes and master netting agreements, spot sales with exchange of futures for physicals (EFPs), regulatory compliance programs, credit facilities securing hedging activities, and complex intercreditor agreements placing hedging activities pari passu with senior secured debt
- Environmental aspects of midstream operations, including environmental due diligence, the purchase and sale of environmentally impacted midstream sites, and litigation regarding naturally occurring radioactive materials (NORM) in pipelines and processing facilities.
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Mergers and Acquisitions
Transactions associated with the operating assets of midstream
and pipeline companies involve an intricate collection of
interrelated contracts and parties. Burleson LLP knows how to
identify and resolve the critical legal, commercial, and technical
issues that are essential to sophisticated buyers and sellers.
We have represented parties in acquisitions and divestitures of
many midstream and pipeline assets, including matters related
to:
- Interstate and intrastate pipeline systems
- Intrastate gathering systems
- Processing and treatment plants
- Storage facilities
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Financing
Debt structures involving midstream and pipeline assets are
complex, and require not only expertise in energy, finance, and
corporate law, but also an understanding of the practical,
commercial, and operational aspects of the underlying assets.
With years of hands-on decision-making on these matters,
Burleson LLP is uniquely qualified to work with midstream and
pipeline companies on financing transactions that include:
- Asset-based financing
- Private equity
- Senior debt structures involving gathering systems, processing
plants, and storage facilities
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Tax
We help clients plan and execute business transactions of all
sizes and types in both domestic and international settings,
including acquisitions, divestitures, joint ventures, and
financing.
Our capabilities cover a broad range of federal and state tax
issues, with particular emphasis on corporate and partnership
matters as they relate to the oil and gas industry. We have
represented energy companies related to the valuation of assets
such as interstate and intrastate pipelines, terminals, retail
locations, fixtures and equipment, and commercial real estate.
The Tax Group also assists clients in favorably resolving tax
controversies, including:
- Examination or administrative appeals at the federal, state,
and local levels
- Negotiations with appraisal districts, appraisal review boards,
and county assessors and commissioners
- Property tax protests, from the administrative process through
trial
We are admitted to practice before the United States Tax Court,
where we combine our substantive tax knowledge with tax litigation
experience to achieve optimal results. Our tax attorneys have
widespread experience managing privilege and discovery issues.
Not only do we provide clients with first-rate tax advice, but
we also partner with them to develop innovative, practical
solutions for a variety of issues. Drawing on Burleson LLP's other
practice groups-such as Corporate, Finance, Real Estate, and
Litigation-we have the ability to integrate delivery of all
services necessary to close a transaction or to successfully
resolve virtually any tax matter.
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Operations
In their operations, midstream and pipeline companies face
day-to-day legal issues that are complicated and challenging.
Burleson LLP has represented some of the premier facilities in the
United States and the Gulf of Mexico, advising clients on an array
of industry-specific contracts and other matters, including:
- Compliance with state and federal regulations and laws
- Liquid natural gas procurement and transportation
- Marketing agreements for crude oil, natural gas, and
liquids
- Natural gas processing agreements
- Natural gas storage agreements
- Title and right-of-way issues
- Transportation agreements involving crude oil, natural gas, and
liquids
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Litigation
Burleson LLP's attorneys have experience prosecuting or
defending clients' interests in matters ranging from massive class
actions involving publicly traded companies to simple commercial
disputes between small businesses.
We have provided representation in virtually every Texas
jurisdiction or venue, and our capabilities also include
arbitration, mediation, and other forms of alternative dispute
resolution.
Our litigators bring depth and diversity of experience to
the trial of energy-related lawsuits. We have the insight,
knowledge, and background needed to obtain successful results,
whether by trial, arbitration, contested case proceeding,
mediation, or negotiation.
We realize that litigation is rarely profitable or
pleasant, and that clients often want to avoid long, protracted
legal disputes. So whenever possible, we work to secure outcomes
that do not involve going to court. If litigation does become
necessary, we vigorously protect our clients' interests. We work
with them to develop and implement an effective and efficient
strategy and help to evaluate, manage, and control the risks,
costs, and uncertainties of litigation.