Acted as Purchaser’s counsel for an energy infrastructure manufacturer for the $6,000,000.00 acquisition of all outstanding capital stock held and issued by an equipment valve and supply company where the purchase price was adjusted post-closing based upon whether the divesting company’s working capital (current assets – current liabilities) either exceeded or was less than an agreed upon dollar threshold minus the divesting party’s existing debt from a revolving line of credit.

Acted as purchaser’s counsel for a water services company for the $10,000,000.00 acquisition of all outstanding capital stock held and issued by a competing water services company where 10% of the purchase price was deposited into escrow to satisfy post-closing indemnification obligations and the divesting party entered into a two year non-compete restriction.

Acted as sole seller’s counsel for an oilfield services company during the divestiture of forty-one miles of pipeline located in four counties, as well as various oilfield equipment.

Created and drafted (i) mutual confidentiality agreement, (ii) purchase and sale agreement and all necessary exhibits, (iii) accompanying escrow agreement, and (iv) accompanying transition and continuation of services agreement; all of the foregoing for the aforementioned transaction.

Acted as purchaser’s co-counsel for the acquisition of a white fracking sand pit located in Mississippi and valued at approximately $24,000,000.00. During this representation, Mr. Smith, after negotiating perfect title pursuant to Mississippi law, drafted purchase and sale agreements for three (3) different properties.  All purchase and sale agreements included consent and non-disturbance language to accommodate holders of option to purchase agreements, all of whom desired differing consideration for forfeiting their respective options.

Acted as sole seller’s counsel for a waste disposal company during the divestiture of capital stock valued at $2,100,000.00. Mr Smith drafted the stock purchase agreement, security and guaranty agreements, promissory notes, and directors’ consent/resignations. The aforementioned transaction incorporated a non-compete covenant to be enforced during a post-closing payout period during which payout was based on the percentage of annual gross proceeds of the divested entity.

Acted as seller’s counsel for the divestiture of one producing well valued at $2,400,000.00.

Performed due diligence research for acquisitions and divestitures.

Advised clients on environmental law requirements, including supervision of Phase One and Phase Two inspections, as well as creating and drafting language describing and setting forth procedures and requirements for Phase One or Phase Two compliance.

Acted as seller's counsel for the divestiture of gathering systems, pipelines, plants and saltwater disposal wells located in North Dakota that are valued in excess of $300,000,000.00.

Acted as purchaser's counsel for the acquisition of wells and leasehold interests valued at $52,000,000.00 located in North Dakota in exchange for debt forgiveness incurred by seller pursuant to joint interest billing obligations.

Acted as seller's counsel for a medical service provider during the divestiture of capital stock valued at $5,900,000.00 million.

Acted as purchaser's counsel for the acquisition of wells and leasehold interests valued at $10,200,000.

Acted as purchaser's counsel for the acquisition of wells and leasehold interests valued at $140,000,000.

Acted as seller's counsel for the divestiture of oil & gas services assets valued at $9,000,000.00 where seller retained and earnout in exchange for entering into a non-compete agreement.

Acquisitions & Divestitures 


Acted as counsel to bankruptcy trustee during an attempted reorganization and eventual liquidation of an oil and gas exploration entity where all property, infrastructure and equipment were evaluated, inventoried and eventually sold to satisfy creditor claims on the estate.

Bankruptcy


Mr. Smith has served as both plaintiff's counsel and defendant's counsel for a variety of commercial litigation matters. Mr. Smith has (i) drafted pleadings, (ii) drafted answers and counterclaims, (iii) produced and responded to requests for disclosure, requests for production, and interrogatories, (iv) participated in the mediation process, and (v) acted as first chair counsel for a bench trial. Acting as defendant's counsel for a cause of action for breach of contract, fraud, DPTA violations, and civil conspiracy, Mr. Smith mitigated damages from approximately $500,000.00 sought to approximately $9,000.00 awarded.

COMMERCIAL LITIGATION

 


Mr. Smith has created and drafted confidentiality and non-disclosure agreements, as well as non-compete agreements.

Confidentiality & Non-Compete

 


Guided publicly traded energy and electric power provider through options to prepay, redeem, or defease refinanced debt of more than $167 million that was incurred because client purchased a percentage ownership of a nuclear power station.

Created (i) s-corporations, (ii) limited liability companies, (iii) limited partnerships, and (iv) limited liability partnerships.

Created and drafted member management agreement for governance of members of a limited liability partnership; agreement (i) appointed majority unit owner as manager, (ii) granted manager various powers (ex: declare dividends, acquire assets), (iii) afforded manager a preferential right of purchase for all LLP units, (iv) vested in manager drag-along rights requiring other LLP unit owners to sell a certain sum of units at a certain price if manager sells an aggregate of 50% or more of manager’s LLP units, (v) set a sales price for LLP units sold to manager, and (vi) vested the manager a net profits interest on all proceeds.

Represented international valve supplier in a Uniform Commercial Code 2-207 “Battle of the Forms” dispute during which the valve supplier’s (i) form of quote, (ii) form of purchase order, (iii) form of change order, and (iv) standard terms and conditions were at issue.

Created limited partnerships for (i) a compression and services company, and (ii) a multiple well drilling project; both of which are controlled by a limited liability company acting as general partner.

Created a private placement memorandum that complied with SEC Reg. D and Rule 506 for an off-shore drilling project; as well as assisted in drafting accompanying (i) LLC, (ii) LP and (iii) subscription agreements.

Created and drafted Delaware series limited liability company with separate series for (i) general business purposes, (ii) business consulting services, (iii) investments, (iv) real property ownership, and (v) intellectual property ownership.

Created and drafted (i) articles of incorporation, (ii) bylaws, (iii) corporate compliance checklists, and (iv) a lease and joint use agreement for the construction and operation of a hospital facility valued in excess of $50 million.

Created and drafted nonqualified stock option agreements which contained a 180 day lockup period.

Drafted a finder’s fee agreement, customized for a registered broker-dealer, and with an overriding royalty reservation.

Acted as corporate counsel for limited partners and limited liability company members during the creation and continuance of limited partnerships and limited liability companies for (i) real estate, (ii) healthcare, and (iii) construction contracting.

Advised board of directors of a Delaware corporation on the (i) duty of loyalty, (ii) duty of care, and (iii) business judgment rule.

Mr. Smith has represented corporate clients within the jurisdictions of the (i) State of Texas, (ii) State of Pennsylvania, (iii) State of New Jersey, (iv) State of South Carolina, (v) Commonwealth of Virginia, and the (vi) State of Delaware.

Acted as corporate counsel for the conversion of a Texas limited partnership into a Texas limited liability company.

Corporate


Mr. Smith has represented clients in equipment leasing scenarios in both the real estate and energy industry.

Equipment Leasing 


Acted as operator’s counsel for a multiple well exploration project in Oklahoma with a traditional third-for-a-quarter promote.

Acted as operator’s counsel for a multiple well exploration project in Texas with and area of mutual interest and a back-in working interest scenario.

Acted as operator’s counsel for a multiple well farmout with an area of mutual interest, depth severance and a multiple well development plan.

Created and drafted a form of 1989 joint operating agreement where the JOA incorporated an area of mutual interest, crude oil marketing language, and Uniform Commercial Code Article Nine language securing an operator’s lien on all (i) “As Extracted Collateral”, (ii) equipment, (iii) goods, (iv) accounts, (v) contract rights, (vi) inventory, (vii) instruments, (viii) general intangibles, (ix) payment intangibles, and (x) after-acquired property.

Acted as operator’s counsel for a series of drill-to-earn farmouts, one of which included an area of mutual interest, all of which eventually totaled approximately $12,000,000.00 worth of acreage held by production.

Acted as operator’s counsel for a six well participation agreement wherein the parties entered into an area of mutual interest where such AMI could be and was expanded to include PUDs that were revealed to exist by a 3-D seismic shoot and where the operator retained a seventy-five percent working interest.

Acted as operator’s counsel for a multiple well participation agreement wherein the parties entered into an area of mutual interest and shared all costs, through completion, on a head’s up basis.

Exploration & Production


Created a form of confidentiality and intellectual property rights assignment agreement for an industrial cleaning method secured by a United States patent.

Created and drafted non-exclusive, non-transferable software license for the development, maintenance, upgrading and operation of licensee’s online data storage organizer.

Created and drafted instruments to secure United States patents and intellectual property rights including an assignment, confidentiality and non-compete agreement for an industrial cleaning method for refurbishing drill bits.

Intellectual Property


Created and drafted employment and independent contractor retainer agreements; agreements indemnified employer or hiring party from all claims of and by employee or independent contractor, whether on or off of the premises, whether or not arising from performance under the agreement, regardless of causation, and notwithstanding employer’s or hiring party’s actions or omissions.

Created and drafted employment and independent contractor retainer agreements for multiple industries.

Acted as employer's counsel and advised on (i) insurance, (ii) risk management, and (iii) indemnification requirements. 

Labor & Employment 


Mr. Smith has experience in real estate and reserve-based lending transactions.

Mr. Smith acted as corporate counsel to an oil & gas operator by creating and drafting a $75,000,000.00 mezzanine credit facility and all ancillary instruments.

Acted as secured party’s counsel by creating a deposit account control agreements, as well as a deed of trust/fixture filing/security agreements and assignments of “As Extracted Collateral” as part of a reserve-based credit facilities.

Acted as secured party's counsel for a various financing projects in the electric utility and midstream industries.

Lending 


Created gas gathering, gas processing, gas purchase, gas transportation and gas storage agreements, as well as pipeline easements and facility construction agreements.

Mr. Smith acted as co-counsel for preparation of FERC Trariff (description of facility, types of offered service, general terms and conditions under which the client could provide its stand-alone transportation services, cost of services, as well as guarantees that the client would select pricing for its services to other industry partners on a non-discriminatory basis).

Assisted in drafting a gas transportation agreement that was subject to Section 311(a)(2) of the Natural Gas Policy Act of 1978, as well as Subpart C of Section 284 of the applicable FERC regulations.

Acted as gatherer’s and processor’s counsel during the creation of gatherer and processor’s form of gathering and processing agreement where gatherer retained the right to (i) gather gas on a firm or interruptible basis, (ii) increase or expand gathering capabilities, (iii) dehydrate and compress gas (if needed), and (iv) process gas into liquid and residue components for downstream redelivery to separate purchasers.

Acted as counsel for the preparation of an intrastate gas storage instrument.

Acted as gatherer’s and processor’s counsel during the creation of gatherer's and processor’s form of gathering and processing agreement where processor agreed to market all liquids on behalf of shipper and shipper agreed to pay processing, treating and compression fees for each individual receipt point based on average MMBtu’s processed, treated and compressed per day at a given receipt point, regardless of MMBtu’s processed, treated and compressed per day at other receipt points which are governed by nonconforming agreements entered into by gatherer-processor or third parties.

Acted as gas purchaser’s counsel during the creation of purchaser’s form of wellhead gas purchase agreement where purchaser preserved (i) a security interest in all proceeds payable to producer to recover any overpayments or collect any amounts due purchaser, (ii) gas purchase suspension rights during unsafe or uneconomical conditions (at purchaser’s sole discretion), and (iii) the option to accept or reject off-spec gas (at purchaser’s sole discretion).

Created and drafted limited liability company agreements and accompanying pipeline construction and operating agreements for pipeline installation and natural gas transportation construction projects valued at $52,000,000.00; limited liability company agreement governed capital contributions, cash inflow and outflow, and tax consequences; construction and operating agreement allocated rights and responsibilities for pipeline and infrastructure construction and project management.

Acted as midstream counsel during the creation of gas (i) gathering, (ii) interconnect, (iii) processing, and (iv) storage agreements; all of which contained language for retention of liquids and unilateral quality alteration rights.

Created and drafted rich gas gathering and exchange agreement where both parties own separate gathering systems and nominate volumes of gas to enter each party’s gathering system; payment is made based upon volume of gas transported through each system, as nominated on a weekly basis.

Acted as gatherer’s and processor’s counsel during the creation of gatherer’s and processor’s form of gathering and processing agreement where processor agreed to market all liquids on behalf of shipper.

Acted as gas purchaser’s counsel during the creation of purchaser’s form of wellhead gas purchase agreement; agreement gave purchaser (i) a security interest in all proceeds, (ii) suspension rights, (iii) right to accept or reject off-spec gas. 

Created and drafted gas marketing agreement where gas marketer is compensated by (i) a base charge per month, and (ii) a monthly variable charge based upon a formula determined by volume, weighted average price, and monthly index price.

Created and drafted intrastate natural gas transportation agreement where (i) maximum allowance is transported on a firm basis, and (ii) excess gas is transported on an interruptible basis; price differs for gas within the maximum or in excess.

Performed due diligence for the divestiture of a gas processing facility; reviewed and analyzed (i) letter of intent, (ii) pipeline system lease agreement, (iii) facility construction agreements, (iv) interconnect agreements, (v) pipeline easements, (vi) additional easements and right-of-ways, (vii) release of deed of trust and vendor’s lien, (viii) deed of trust, (ix) warranty deeds, (x) measuring facility lease agreement, (xi) operational balancing agreements, (xii) gas purchase agreements, (xiii) gas processing agreements, and (xiv) gas conditioning agreements.

Created and drafted wellhead gas purchase contracts with producer-friendly pricing terms and conditions.

Acted as seller's counsel during the divestiture of a gas processing facility and related infrastructure. 

Acted as co-venturer's counsel for the creation and implementation of a joint venture for building and operating a natural gas pipeline. 

Midstream


Drafted assignments and conveyances, including overriding royalty and net profit interest reservations and assignments.

Created and drafted title opinions.

Researched title-related topics and performed title curative projects.

Created and drafted lessee favorable form of oil, gas and mineral lease with lessee favorable royalty provisions and legal description research set forth in the property description section.

Created and drafted easements, right-of-ways, and seismic license agreements.

Acted as lessor’s counsel to a Fortune 500 company and created lessor’s form of paid-up oil and gas lease, where such lease: (i) prohibited surface operations, (ii) minimized allowable post-production royalty deductions pursuant to Texas law on “market value” and “amount realized” royalty clause language, (iii) contained vertical and horizontal Pugh Clauses to minimize idle acreage, (iv) prohibited excessive noise and odors during operations, (v) indemnified lessor from lessee’s actions while on the leasehold estate, (vi) required lessee to maintain adequate levels of insurance during the life of the lease, and (vii) provided lessor unilateral termination rights, in the event of a breach.

Acted as lessor’s and lessee’s counsel for various urban and rural oil and gas leasing projects.

Acted as operator's counsel for the creation and implementation of multiple (i) footage, (ii) daywork, and (iii) turnkey drilling contracts.

Drafted indemnification and liability protection language for use by drilling rig providers in domestic daywork and footage drilling contracts, as well as off-shore drilling contracts.

Oil & Gas


Mr. Smith has acted as (i) lessor’s, (ii) lessee’s, (iii) acquiring, and divesting counsel for a variety of commercial real estate matters.

Acted as purchaser’s co-counsel for the acquisition of a white fracking sand pit located in Mississippi and valued at approximately $24,000,000.00. During this representation, Mr. Smith, after negotiating perfect title pursuant to Mississippi law, drafted purchase and sale agreements for three (3) different properties.  All purchase and sale agreements included consent and non-disturbance language to accommodate holders of option to purchase agreements, all of whom desired differing consideration for forfeiting their respective options.

Mr. Smith has served as both lessor's and lessee's counsel for a variety of urban and rural leasing scenarios.

Created and drafted lessee favorable commercial lease agreement for water transportation and disposal land use.

Created twenty-year surface lease for 38,000 square feet to be used to construct, own and operate a gas processing facility. 

Drafted commercial real estate lease for 88,000 square feet covering the (i) subject land, and (ii) related office facilities. 

Mr. Smith has created and drafted various conveyance instruments for surface and mineral estate acquisition and divestiture.

Created and drafted easements and right-of-ways.

Real Estate


Acted as operator’s counsel for the revision of a footage drilling contracts to make them favorable to operator and to ensure “knock for knock” indemnity protection.

Acted as operator’s counsel for the creation of turnkey drilling contracts.

Created and a drafted a form of oilfield master services agreements that included (i) all environmental and safety requirements, (ii) a Uniform Commercial Code 2-207 favorable work order exhibit, and (iii) “knock for knock” indemnity protection.

Acted as operator's counsel for the creation and implementation of multiple (i) footage, (ii) daywork, and (iii) turnkey drilling contracts.

Drafted indemnification and liability protection language for use by drilling rig providers in domestic daywork and footage drilling contracts, as well as off-shore drilling contracts.

Service Agreements