Practice Areas & Industries: Holme Roberts & Owen LLP

Practice/Industry Group Overview

HRO’s extensive oil and gas experience includes oil and gas transactions; exploration, development and operations matters; royalty matters; financing and derivatives agreements; environmental and permitting issues; public land law; and oil and gas tax matters. Our clients range in size from major oil and gas companies to small independents.

HRO has an in-depth understanding of the technical issues unique to oil and gas development and operations (both onshore and offshore), the fundamentals of the world markets and trading of oil and gas, sales and transportation agreements, oil refineries, gas plants and other processing facilities, gas storage, and natural gas gathering systems and pipelines. HRO’s oil and gas attorneys have written extensively on issues pertaining to the oil and gas industry, and include past presidents of the Rocky Mountain Mineral Law Foundation and chairs of the Natural Resources and Energy Section of the Colorado Bar Association. Our lawyers are licensed in most of the States comprising the Rocky Mountain Region, including Colorado, Utah, Wyoming, Nevada and Montana, and have an in-depth understanding of the interrelation of federal, Indian and state land and mineral issues unique to this region.

Services Available

HRO was initially founded as an oil and gas firm over 100 years ago. We have a long history of bringing together lawyers in multiple practice areas to provide an integrated approach to the counseling of oil and gas clients. As such, we are prepared to offer expert counsel in oil and gas transactions and in other matters involving oil and gas companies, including:

• Producing and non-producing property acquisitions
• Facility siting and construction arrangements including pipelines, gathering systems, refineries, and gas and other product processing facilities
• Oil and gas leases, assignments, operating agreements, farm-out agreements, farm-in agreements, participation agreements, net profits agreements and off-take agreements
• Drilling, surface use, gathering and other transportation, treating and processing
• Drilling, division order, acquisition, mortgage and other title opinions and reports
• Spacing, communitization, unitization and pooling arrangements
• Geological and geophysical data acquisition and transfer
• Bank and institutional financing, including project finance, representing both lenders and borrowers
• Oil and gas product purchase and sale contracts
• Oil and gas derivatives arrangements, including the negotiation of ISDA master agreements, related margin and collateral agreements and integration of derivatives documents with other financing agreements and covenants
• Stock acquisitions and mergers
• Securities offerings
• Intellectual property protection and transfer
• Tax matters, including energy tax credit transactions and state property tax matters
• Environmental (including NEPA) and permitting matters
• Federal and other public land issues
• Indian land issues
• Land use issues with local governments
• Federal and private royalty litigation and appeals

Representative Oil and Gas Transactions:

The following is a representative sample of some of our recent major oil and gas transactions. In addition to assisting clients with large acquisition, financing and construction transactions, we also assist our oil and gas clients with day-to-day operational matters, including, leasing, assignments, operating agreements, farm-out agreements and participation agreements. Our lawyers have drafted many of the standard forms for oil and gas companies used and widely accepted in the industry today.

Representation of a private oil and gas company in the March, 2008 sale of a partial interest in natural gas properties in Alabama, Wyoming, and Montana to two Georgia utilities for consideration exceeding $80 million.

Representation of a publicly traded oil and gas company in the December, 2007 sale of West Texas producing oil and gas properties for consideration in excess of $90 million, and the February, 2008 sale of OCS oil and gas properties for consideration exceeding $45 million.

Representation of a publicly traded oil and gas company in a July, 2007, joint venture agreement for the construction and development of a state of the art natural gas processing plant and related carbon dioxide and helium processing facilities in the Pinedale area of Wyoming with a construction price exceeding $100 million.

Representation of a private oil and gas company in its June, 2007, acquisition of producing tight sand gas properties and related development acreage in Colorado’s Piceance Basin for a purchase price in excess of $75 million.

Representation of a private oil and gas company in its May, 2007, sale to Plains Exploration & Production of producing oil and gas properties and related development acreage and midstream assets in Mesa County, Colorado for a purchase price in excess of $946 million.

Representation of a Canadian publicly-traded energy trust in its January, 2007, acquisition from a private company of an overriding royalty interest in Wyoming’s Jonah Field for consideration in excess of $40 million.

Representation of a publicly-traded oil and gas company and affiliated partnerships in the September, 2006 sale of producing oil and gas properties in Texas, Oklahoma, New Mexico and Arkansas to the Quantum Aspect Partnership for consideration in excess of $220 million.

Representation of a Canadian publicly-traded energy trust in its July, 2006, acquisition of producing oil properties in Montana, North Dakota and Wyoming for a purchase price of $305 million. The company’s first acquisition in the U.S, our representation included closing the acquisition, setting up U.S. subsidiaries and negotiating U.S. loan documents for financing the acquisition.

Representation of the subsidiary of a publicly-traded oil and gas company in the March, 2006, acquisition of Wyoming producing properties from a private company for consideration in excess of $80 million.

Representation of a private oil and gas company in its $835 million sale in 2006, to a private equity investment firm of all of its assets and operating subsidiaries. The assets consisted primarily of nonconventional resource plays located in five basins in the United States and Canada. As partial consideration, the company obtained a one-third interest in the acquiring company and retained participation rights in three of the five resource plays.

Representation of a private company in the acquisition of pipelines and oil terminals in California, Colorado, Wyoming and New Jersey from a publicly-traded company for consideration in excess of $450 million.

Representation of a publicly-traded oil and gas company in two sales, one of a royalty package covering interests in several Rocky Mountain states and the other package involving Texas producing properties, both packages for consideration in excess of $60 million.

Representation of a publicly-traded oil and gas company in its June, 2005, acquisition by merger of another publicly-traded oil and gas company for consideration exceeding $1.6 billion.

Representation of a private company in the sale of oil and gas interests in the Pinedale area of Wyoming to the Southern California Public Power Authority for consideration in excess of $300 million.

Representation of a private company in the sale of oil and coal bed natural gas properties in Wyoming to Primary Natural Resources, Inc. for consideration in excess of $100 million.

Representation of the U.S. subsidiary of a publicly-traded Canadian oil and gas company in its acquisition of a refinery from a U.S. publicly-traded oil and gas company.

Representation of a private company in the acquisition of coal bed methane properties in the Black Warrior Basin for consideration exceeding $50 million.

Representation of a drilling contractor in the negotiation of a long-term drilling contract with a producer for drilling operations on the Alaska North Slope.

Representation of a private oil and gas company in the purchase of oil and gas properties located on the Jicarilla Apache Reservation from BP America for consideration in excess of $90 million and in the structuring of an investment vehicle with the Jicarilla Apache Tribal Utility Authority, an affiliate of the Jicarilla Apache Tribe.

Representation of a private oil and gas company in its merger transaction with a subsidiary of a public oil and gas company for consideration exceeding $85 million.

Representation of a major energy and industrial client in the acquisition of assets consisting of 2,000 miles of crude oil pipelines in Colorado, Montana, Wyoming, and Utah for consideration exceeding $100 million.

Representation of a Western United States natural gas utility company in the design and negotiation of a $500 million natural gas hedging program.

Representation of an Alaska native corporation with extensive mineral interests, in connection with the development of its oil, gas, and mineral lands, including joint ventures and leasing arrangements involving potential major infrastructure development in Alaska.

Representation of a major energy and industrial client in connection with structuring and constructing a new 120 mile, heated, heavy crude oil pipeline in California from Bakersfield to Los Angeles, and the subsequent combination of such pipeline with an existing pipeline owned by a major oil company into a joint venture, structured as a limited liability company, and associated financing for the pipelines.