Practice Areas & Industries: Holme Roberts & Owen LLP

Practice/Industry Group Overview

Our natural resources practice is an interdisciplinary team of lawyers whose practices includes oil and gas and mineral transactions, public land law, environmental law and natural resources litigation.

Services Available

We assist clients in all aspects of the oil and gas and mining business. Our clients range in size from major oil and gas and mining companies such as Burlington Resources Oil & Gas Company and Newmont Gold Company to small independents. We also assist borrowers and lenders in mineral financing transactions of all sizes.

The firm has represented clients recently in the following types of projects:

Recent Oil and Gas Transactions

• Representation of a publicly traded oil company in the acquisition by merger of another public company and related entities with properties on the Gulf Coast for consideration exceeding $30 million.
• Representation of a producer in selling San Juan Basin coalbed methane production to a partnership formed by a major international commercial bank for its own account utilizing the "New Mexico" structure.
• Formation of a series of limited partnerships on behalf of a corporate investor to acquire over $75 million of coalbed methane production in the San Juan Basin and Devonian shale production in Michigan where the partnership purchased properties from various producers. Formation of a $51 million partnership by an investment banking group and other private investors with a major oil and gas company to develop tight sand and coalbed methane reserves in the San Juan Basin of New Mexico.
• Special Indian law counsel for the lenders in a $62 million financing of the acquisition by an Indian tribe/private corporation joint venture of a large natural gas gathering system and related compression facilities located on tribal lands in Colorado.
• Representation of the purchaser/ borrower on title and Indian law issues involved with the $49 million acquisition of oil and gas properties principally on federal land and Indian reservations in Colorado, New Mexico, Wyoming, Montana and North Dakota and the rendering of security opinions to domestic and foreign banks in the related $120 million financing.
• Nonrecourse acquisition, production, drilling and construction loans in excess of $35 million to two related entities, secured by numerous gathering systems and gas processing facilities as well as producing and non-producing oil and gas properties and interests in general and limited partnerships, and involving equity kickers, including overrides and stock warrants (representing the lender).
• Structuring and implementation of a joint venture among U.S. and Japanese investors involving the contribution of $100 million of U.S. oil and gas properties and $100 million of capital for additional acquisitions, and the related purchase of $7,450,000 of oil properties in Noble County, Oklahoma.
• The acquisition of over $30 million of producing properties and an associated natural gas processing plant in the Rockies.
• Sale of an oil refinery at Bloomfield, New Mexico and related assets for in excess of $50 million.
• Representation of the project developer in a $75 million project financing for the construction and operation of a 75-megawatt co-generation facility and associated greenhouse.

Recent Mining Transactions

• Representation of a major Canadian phosphate company in the stock acquisition of an Idaho mining and fertilizer processing company.
• Due diligence investigation and contract negotiation regarding the acquisition of the largest United States platinum mining operation.
• Representation of a major North American gold company in the acquisition of large exploration and development interests in Nevada and the negotiation of joint venture agreements for their development.
• Representation of a U.S.-based gold company in the negotiation of a major Uzbekistan mining tender involving an existing gold facility.
• Advising a French banking institution regarding a copper mining privatization in the Urals.
• Advising a U.S.-based gold company regarding the acquisition of a major gold concession in the Union of Myanmar and negotiation of a joint development agreement for the concession.
• Negotiation and creation of a joint venture to govern the development of a gold concession in Brazil, negotiation of the acquisition of concession rights on the same project and assistance in the sale of this project.
• Negotiation, on behalf of the Republic of Suriname, of a gold mining concession and mineral venture agreement with a Canadian company, including review of local law and environmental issues.
• Advising an existing client regarding the establishment of a mining equipment franchise in Mongolia.
• Preparation of precious metals exploration agreements in Ecuador, Peru and Chile, including review of local law, tax, repatriation and environmental issues.
• Assistance in the acquisition and development of a tungsten mine in Bolivia, as well as the eventual sale of that mine.
• General representation of a coal company with operating underground mines in Colorado, including acquisition of interests in a mine from a partner, transfer and modification of federal coal leases, modification of reclamation permits, other matters relating to federal coal leasing and reclamation, labor issues, and financing of long wall mining system.
• Representation of a subsidiary of a Midwestern utility in the sale of its nonproducing coal properties in Wyoming.
• Performance of an exhaustive acquisition and environmental due diligence review for a subsidiary of a Western utility in connection with possible acquisition of operating coal mines in Utah and Appalachia.
• Representation of a major timber company and other major landowners in the negotiation of coal mining leases on properties in Alabama, Colorado and Washington.
• Representation of a major Midwestern utility on federal, state and fee coal lease royalty issues and state severance and ad valorem tax issues arising from restructuring of take-or-pay provisions in long-term coal sales contracts from mines in Wyoming and Montana.
• Representation of a major Colorado industrial company in the sale of an operating coal mine in Colorado and the negotiation of a long-term coal supply agreement to satisfy the coal requirements of the seller's industrial operations in the metro-Denver area.
• Representation of the owners of a corporation with proprietary coal processing technology that could qualify for Section 29 tax credit in the sale of the company to an international mining company and structuring of various royalty, tax credit and intellectual property arrangements.
• Representation of an international mining company in conducting environmental compliance audits on three surface coal mines on tribal lands in New Mexico and handling follow-up SMCRA and federal Clean Water Act permitting and enforcement matters for the company.

Our lawyers assist clients with the structuring of joint ventures and other arrangements for mineral exploration and development, title work, administrative appeals and civil litigation involving federal land and royalty issues, natural gas contract issues, and other oil and gas and mining disputes. Our mining group has experience with a wide range of commercial minerals from base metals to precious metals and from bentonite to zeolites. Our lawyers have experience in representing both lenders and borrowers in oil and gas production loans, gold loans, acquisition financing and other types of asset-based lending. We also have participated in structuring and implementing the financing and natural gas supply aspects of several co-generation projects in Colorado.

Lawyers from our natural resources practice assist clients in the following focused areas:

Acquisition and Sale of Producing Oil and Gas Properties

We have extensive experience with the many legal issues peculiar to oil and gas transactions, including preparation of acquisition title opinions and title curative measures, due diligence issues, and gas marketing and gas imbalance issues.

Mining Acquisition and Development

We provide counsel in all phases of mining operations from exploration agreements through feasibility studies, mine construction and refining and service agreements. We also assist with land acquisition, due diligence investigation and title work, General Mining Law of 1872 issues, permitting and licensing issues, and a wide range of federal and state land management and mineral issues.

Environmental Liabilities

Our clients face increasing environmental liabilities in the natural resources industry. We work closely with the firm's environmental practice group to assist with transactional matters, including environmental audit preparation and evaluation and the drafting and negotiation of environmental indemnities and related purchase agreement provisions. We have experience in the particular environmental problems that clients may encounter in the mining and oil and gas industries, and we help find effective ways to deal with those problems.

Mineral Financing

Our lawyers have significant experience assisting lenders and borrowers on mineral financing arrangements, lender requirements and security issues in natural resources lending transactions. Our experience manifests itself as a benefit seen in the timely completion of natural resources transactions involving financing, whether they be purchase transactions or regular loan transactions.

Natural Resources Litigation

We assist with litigation, both in civil proceedings (before state and federal courts) and in administrative proceedings (primarily before the Department of the Interior).

Recent civil matters in which we have assisted clients include:

• Take-or-pay and other gas contract disputes
• Gas balancing issues
• Royalty and other landowner disputes
• Disputes under operating and unit agreements
• Quiet title actions
• Environmental tort litigation

We also assist clients if the need arises for complex litigation.

Administrative matters in which we provide counsel to our clients include numerous proceedings with the Minerals Management Service on federal royalty disputes, drainage disputes and other federal lease and federal unit issues.

Through the years we have also developed excellent working relationships with local counsel in the other Rocky Mountain states, thereby expanding our state court practice into a successful regional practice.