In the News

Alta Mesa Investment Holdings Completes $350 Million Recapitalization With Counseling from Haynes and Boone Energy Lawyers

HOUSTON – Haynes and Boone, LLP advised the Alta Mesa Holdings, LP parent company, Alta Mesa Investment Holdings, Inc., in a recent $350 million recapitalization with an investment from Highbridge Principal Strategies, LLC. >>

Haynes and Boone Advises Alta Mesa Eagle in $173 Million Sale

HOUSTON – In its continued service to clients involved in major shale plays, Haynes and Boone, LLP energy lawyers recently advised an Alta Mesa Holdings, LP subsidiary, Alta Mesa Eagle LLC, in its sale of Eagle Ford oil and gas properties for a sale price of $173 million, subject to customary purchase price adjustments.

The Haynes and Boone deal team was led by Houston Partner Buddy Clark and included Houston Associate Austin Elam. >>



Recent Publications

Predicting Litigation Trends in Oil & Gas

Webcast presented for the State Bar of Texas, March 4, 2014. >>

Oil & Gas Monitor Guest Article: New Paradigm in E&P Finance

Domestic exploration, production and development have been transformed by technological advances leading to an explosion of unconventional and conventional production of oil, natural gas and natural gas liquids. The first stage of this recent transformation was the land grab and lease maintenance drilling in the early part of the decade. >>



Bernard F. Clark, Jr.

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2077
F +1 713.236.5577

Areas of Practice

Education

  • J.D., University of Texas at Austin School of Law, 1982
  • B.A., University of Texas at Austin, 1978

Bar Admissions

  • Texas
Bernard F. Clark, Jr.

Buddy Clark focuses his practice in energy finance, including representation of lenders, private capital providers and energy companies in secured and unsecured credit transactions and equity investments; transactional energy law, including oil and gas exploration, production and development, acquisitions, title and partnerships; independent power projects; and energy related litigation.

Selected Client Representations

  • Energy lenders in senior and mezzanine syndicated, club and sole bank facilities ($10 million to $3 billion) in connection with secured reserve based oil and gas production loans, including preparation and negotiation of credit facilities, mortgages and related loan documents.
  • Representation of capital providers and management teams for exploration and production companies.
  • General legal advice to oil and gas companies on various transactional matters including multi-state producing property acquisitions, reserved based and production payment financings, dispute resolution, and operating matters.
  • Acquisition of producing properties in Texas, Louisiana, Mississippi, Montana, North Dakota, New Mexico, Oklahoma, Alabama, Kansas, Pennsylvania, W. Virginia, and Gulf of Mexico.
  • Workouts and debt restructurings on behalf of energy lenders and borrowers in multi-state secured oil and gas production loans and bankruptcy related oil and gas producing property acquisitions.
  • Formerly special counsel to the Executive Director for U.S. Emergency Oil & Gas Loan Guaranty Board.

Selected Publications and Presentations

  • "New Paradigm in E&P Finance," guest article, Oil & Gas Monitor, March 10, 2014.

Professional Recognition

  • Recognized as one of the Best Lawyers in America in Project Finance Law (2008-2014) and Natural Resources Law (2006-2014) and Energy Law (2012-2014)
  • Recognized as a Super Lawyer in Energy & Natural Resources by Law & Politics and Texas Monthly (2009-2013), Banking, Securities & Corporate Finance (2013)
  • Selected for inclusion in Houston Business Journal's list of Who's Who in Energy, 2013
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™  

Selected Representative Experience


$173 Million Eagle Ford Sale
Represented Alta Mesa Eagle, LLC, a subsidiary of Alta Mesa Holdings, LP in its sale of producing and non-producing Eagle Ford oil and gas properties for a sale price of $173 million.

$33 Million Credit Facility
Represented investment fund in $33 million development drilling credit facility with E&P company developing Permian Basin properties. The credit facility included an equity kicker component.

$750 Million Credit Facility
Represented large national bank as administrative agent and issuing lender under $750 million syndicated reserve based credit facility, with borrower focused on exploration of Texas and Louisiana properties.

$750 Million Credit Facility
Represented a large national bank as administrative agent and lender under a $750 million credit facility, with borrower focused on exploration in the Marcellus and Eagle Ford properties.

Disposition of Operated and Non-Operated Mississippi Oil and Gas Properties
Represented exploration and production company in the sale of operated and non-operated oil and gas properties located in Mississippi for an approximate purchase price of $18 million.

Permian Basin Gathering and Processing Agreement
Represented midstream company in the documentation of a gathering and processing agreement to gather and process production from various shale plays in the Permian Basin.

Credit Facility
Represented E&P company as borrower under $400 million credit facility entered into in connection with acquisition of oil and gas properties.

Acquisition of Oil and Gas Properties in North Texas
Represented an independent E&P company in its $95 million acquisition of oil and gas properties in North Texas.

Disposition of Producing Oil and Gas Properties
Represented Navasota Resources in its sale to Cubic Energy Inc. of producing oil and gas properties located in Leon and Robertson Counties, Texas for an approximate sale price of $19.4 million.

$750 Million Senior Secured Credit Facility
Represented Gulf of Mexico-focused E&P company as borrower under $750 million credit facility entered into in connection with the company's refinancing of existing indebtedness.

Disposition of Alabama Coalbed Methane Assets
Represented GeoMet, Inc. in the approximately $62 million disposition in favor of Saga Resource Partners of all of GeoMet's producing and non-producing coalbed methane assets located in Alabama.

$375 Million Asset Sale
Represented E&P company in sale of substantially all of its assets, which included oil and gas properties in Texas, North Dakota, Louisiana and Indiana.

$160 Million Senior Secured Advancing Term Loan and $10 Million Equity Investment
Represented investment firm in credit facility with oil and gas waste disposal company and corresponding equity investment in company. Proceeds were used to refinance existing indebtedness and fund an acquisition.

$200 Million Credit Agreement
Represented E&P company as borrower under $200 million credit facility.

Oil and Gas Participation and Exploration Agreements
Represented independent E&P company in the negotiation of participation and exploration agreements for the development of shale oil and gas properties located in Alabama and Mississippi. In connection with the participation and exploration agreements, negotiated and documented a tax partnership agreement to share and allocate intangible drilling credits (IDCs) among the joint owners.

Haynesville Shale Gas Gathering Agreement
Represented midstream company in the negotiation and documentation of a gas gathering agreement to gather production, pursuant to an acreage dedication, in the Haynesville Shale of Louisiana.

Oil and Gas Lease Option and Participation Agreement
Represented E&P company in oil and gas lease option and participation agreement, including negotiation of oil and gas lease with mineral interest owner of 40,000 acres in the Eagle Ford formation and negotiation of right-of-way agreement with surface owners of large South Texas ranch.

$500 Million Senior Secured Credit Facility
Represented E&P company as borrower under $500 million credit facility entered into in connection with the company's refinancing of existing indebtedness and acquisition of oil and gas properties.

$75 Million Disposition of Producing Oil and Gas Properties
Represented independent oil and gas company in the disposition of undivided working interests located in the Green River Basin of Wyoming.

$110 Million Revolving Credit Facility - Eagle Ford Shale Gas Gathering System
Represented the administrative agent in a $110 million revolving credit facility for the development of a gas gathering system located in the Eagle Ford Shale. The loan was secured by all of the borrower's assets, including its various gathering systems, lateral lines, main lines, rights of way and pledges of equity in subsidiaries.

$150 First Lien Credit Facility
Represented the administrative agent and sole lender in the documentation of a $150 million first lien credit facility, secured by the borrower's overriding royalty interests located in the Eagle Ford Shale. Further represented the first lien agent in the negotiation and documentation of an intercreditor agreement with the second lien agent.

$120 Million Senior Secured Credit Facility
Represented administrative agent in transfer of agency and syndication of a $120 million senior secured credit facility for an E&P company.

$100 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $100 million amended senior secured credit facility in connection with borrower's expansion into the Marcellus Shale formation.

$300 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $300 million senior secured credit facility for a borrower focused on the exploration and development of Mississippi Lime formation properties.

$250 Million Senior Secured Credit Facility
Represented E&P company as borrower under a $250 million credit facility entered into in connection with the company's refinancing of existing indebtedness and recapitalization.

$150 Million Development Loan
Represented administrative agent and lenders in a $150 million development loan to a borrower focused on the exploration and development of Eaglebine, West Texas and DJ Basin properties.

$150 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $150 million senior secured credit facility for a borrower focused on the exploration and development of Marcellus Shale properties.

$150 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $150 million senior secured credit facility for a borrower focused on the exploration and development of Eagle Ford properties.

$25 Million Revolving Credit Facility - Oil and Gas Properties in Austin and Waller Counties in Texas
Represented the administrative agent and sole lender in a $25 million revolving credit facility to finance the acquisition and development of “conventional” oil and gas properties located in Austin and Waller Counties in Texas. The facility was secured by a lien upon all of the borrower’s assets, including the oil and gas properties.

Wildcat Sabine Gas Gathering System - Bossier-Haynesville Shale Play
Represented US Infrastructure Holdings, LLC in the acquisition of the Wildcat Sabine Gas Gathering System situated in the Bossier-Haynesville Shale. Further represented US Infrastructure Holdings, LLC in the negotiation and documentation of numerous gas gathering agreements and transportation agreements in connection with the Wildcat Sabine Gas Gathering System.

$450 Million Syndicated Credit Facility for GeoResources, Inc.
Represented lead arranger and administrative agent in connection with $450 million syndicated revolving credit facility for GeoResources, Inc., an independent oil and gas company engaged in the acquisition and development of oil and gas reserves. The credit facility is secured by interests in oil and gas properties located in Texas, Louisiana and in the Williston Basin.

$150 Million Development Loan - Marcellus Shale
Represented Wells Fargo Energy Capital, Inc. in a secured $150 million development financing involving shale oil and gas assets in Pennsylvania. Facility was secured by the oil and gas properties and the lenders additionally received a net profits interest from the production.

Acquisition of Offshore Oil and Gas Properties in Conjunction with Listing on the AIM
Represented Silvermere Energy PLC in the formation of a U.S. based subsidiary and in Silvermere's subsequent acquisition of offshore oil and gas assets in the coastal waters of Texas. Additionally, served as U.S. counsel in conjunction with Silvermere's placement on the London Alternative Investment Market.

Guggenheim Partners - $50 Million Debt Purchase and Refinancing
Represented credit provider in connection with a $50 million distressed debt purchase and subsequent refinancing of a green energy oil recycling refinery in San Francisco, California.

Sale of Oil and Gas Properties
Represented Texas American Resources Holdings in the sale of its Denver-Julesburg Basin assets in Colorado and Wyoming for approximately $150 million.

$75 Million Revolving Credit Facility - Eagle Ford Shale Gas Gathering System
Represented the agent and lender in a $75 million revolving credit facility for the acquisition and development of a gas gathering system located in the Eagle Ford Shale. The loan was secured by all of the borrower's assets, including its various gathering systems and pledges of equity in subsidiaries.

$100 Million Senior Secured Credit Facility and $60 Million Equity Investment - Eagle Ford Shale
Represented the administrative agent and investor in joint debt and equity facilities to finance the acquisition and development of oil and gas properties located in the Eagle Ford Shale Play. The debt facility involved a $100 million advancing line credit facility secured by all of the borrower’s assets, including the oil and gas properties. The lenders under the debt facility additionally received a convertible royalty interest, consisting of an overriding royalty interest that converts into a net profits interest, in the oil and gas properties. The equity facility involved the formation of a limited partnership to own and operate the properties and an initial capital investment of $30 million.

$200 Million Second Lien Loan - Acquisition of Oil and Gas Properties
Represent second lien lender and agent in connection with $200 million second lien loan for acquisition of Barnett Shale Properties, including negotiation of intercreditor agreement between first lien lenders and hedge providers and second lien lenders.

$12 Million Acquisition of Idaho and Oregon Oil and Gas Properties
Represented E&P company in $12 million acquisition of oil and gas properties in Idaho and Oregon and exploration and participation agreements entered into in connection with the acquisition.

TXCO Resources - Newfield Exploration Co.
Representation of Newfield Exploration Co. in purchase of assets in the Maverick Basin of Southwest Texas from TXCO Resources Inc., a San Antonio-based oil and natural gas exploration and development company. Newfield and the Anadarko Petroleum Company purchased substantially all the assets of TXCO for $310 million pursuant to an order of the United States Bankruptcy Court for the Western District of Texas.

$400 Million Secured Acquisition Facility - Producing and Undeveloped Gas Fields
Represented a lender in a senior secured syndicated $400 million first lien revolving credit acquisition facility, secured by oil and gas properties in several states. This transaction also involved negotiation of a second lien secured credit facility. Proceeds were used for the acquisition of producing gas fields and undeveloped acreage in Texas, the Texas Gulf Coast, and Louisiana from EXCO Resources., Inc.

$200 Million Field Development Line of Credit
Represented the credit provider in field development line of credit financings, aggregating over $200 million, involving net profits interest convertible into overriding royalty interest following repayment of principal.

Field Development Financing - Production Payment Facility
Represented the credit provider in a field development financing through a multiple tranche production payment facility.

$1.5 Billion Secured Acquisition Finance - Oil and Gas Reserves
Represent the lead agent and arranger, in a syndicated secured acquisition financing (master note amount of $1.5 billion) financing the purchase of Michigan, Indiana, and Kentucky assets, secured by oil and gas reserves in multiple states. (M&A Deal of the Year under Oil and Gas Investor’s Top Deals for 2007)

Development Loan - Oil and Gas Exploration
Represented the sole lender in a secured development loan to a publicly held company, for the exploration of oil and gas in various offshore blocks in the Gulf of Mexico. The loan was secured by interests in oil and gas properties both offshore and onshore, the pledge of equity in various affiliates of the borrower, and multiple guaranties by affiliates of the borrower. (Discovery of the Year under Oil and Gas Investor's Top Deals for 2007)

$825 Million Equity Investment and Second Lien Financing - Gulf Coast Assets
Represented an investment bank and mezzanine debt holder, in connection with an $825 million equity investment and second lien financing for the purchase of certain Gulf Coast assets. (Financing of the Year under Oil and Gas Investor’s Top Deals for 2007)

Memberships

  • State Bar of Texas (Member, Natural Resources and Environmental Law Sections)
  • Houston Energy Finance Group
  • Fellow Houston and Texas Bar Foundations
  • Independent Producers Association of America, Capital Markets Committee

Online Publications

03/10/2014 - Oil & Gas Monitor Guest Article: New Paradigm in E&P Finance
Domestic exploration, production and development have been transformed by technological advances leading to an explosion of unconventional and conventional production of oil, natural gas and natural gas liquids. The first stage of this recent transformation was the land grab and lease maintenance drilling in the early part of the decade.

03/04/2014 - Predicting Litigation Trends in Oil & Gas
Webcast presented for the State Bar of Texas, March 4, 2014.

10/10/2013 - A Form for All Directions: A.A.P.L.’s “New” 1989 Horizontal Well JOA
In 1956, the American Association of Professional Landmen (“A.A.P.L.”) published the first version of its model form Joint Operating Agreement (“JOA”), which it later revised in 1977, 1982, and 1989 (the “A.A.P.L. form”).

06/13/2012 - Distressed Natural Gas: Non-Operator Rights and Risk Mitigation Strategies When Your Operator Files Bankruptcy
Recent technological innovations and advancements in drilling and completion techniques have led to an unprecedented expansion of natural gas production by large and midsize exploration and production companies. This expansion created competition for wild cat acreage as well as producing properties, putting lessors and co-owners (the “non-operators”) at a distinct advantage in negotiating the terms of leases, farmout agreements and joint operating agreements (“JOAs”).

05/29/2012 - Law360 Guest Article: The Art Of Acquiring Distressed Natural Gas Assets
Technological innovation has changed the landscape of domestic natural gas production from shortage to surplus. The result: a glut of natural gas and historically low prices.

05/16/2012 - Acquiring Distressed Natural Gas Assets Outside of Bankruptcy: Good Deals Today May Be Fraudulent Transfers Tomorrow
Before seizing upon a deal that appears too good to be true, buyers should consider that the transaction may be challenged years later as a fraudulent transfer, leaving the bargain buyer without the assets and nothing but an unsecured claim against an insolvent seller.

03/08/2012 - Haynes and Boone Webinar: Private Capital Quarterly Energy - An Analysis of Fracking Developments
The Investment Funds and Energy groups of Haynes and Boone, LLP presented the Private Capital Quarterly Energy Webinar, "An Analysis of Fracking Developments."

02/18/2011 - New Requirements in Texas for Approval of Plugging Extensions
Effective September 1, 2010, the Texas Railroad Commission issued new regulations for oil and gas operators related to inactive onshore wells and associated equipment pursuant to House Bill 2259 which dramatically changed requirements for extension of plugging obligations for inactive wells.

08/24/2010 - Recent Statutory and Regulatory Developments Related to Hydraulic Fracturing in New York, Pennsylvania, West Virginia and Ohio
The use of hydraulic fracturing, sometimes called "fracking," has made it economically possible to produce hydrocarbons, mainly gas, from the central Appalachian region of the eastern United States. Shale gas development from the Marcellus Shale is focused in four states: New York, Pennsylvania, West Virginia and Ohio.

07/08/2010 - Law Applicable to Hydraulic Fracturing in the Shale States
The use of hydraulic fracturing has made it economically possible to produce hydrocarbons from reservoirs which previously would have been uneconomical to develop. Now, an extraordinary oil and gas boom is afoot in America, and onshore natural gas production is advancing at an extraordinary pace.

05/22/2009 - Operator Removal Under the 1989 Form "Joint Operating Agreement" in Texas
In the current difficult economic climate, the number of operators having problems making timely payment to contractors for oilfield services is increasing. Litigation over whether certain exploration and production activities of an operator constitute a violation of the “good and workmanlike” standard has often ended favorably for operators. However, questions related to the financial obligations of an operator are different in recent case law.

The convergence of capital

01/14/2002 - Enron Bankruptcy: Purchasing Assets from Enron and its Subsidiaries and Affiliates
Enron announced in court Friday, January 11, that it had selected UBS Warburg’s bid for its wholesale commodity trading business.  Many details concerning the sale remain to be resolved through the bankruptcy court process. Importantly for Haynes and Boone’s energy clients, there are many other Enron assets remaining on the auction block. 

12/06/2001 - Enron Bankruptcy: Producer's Rights Under Product Purchase Contracts- Royalty Payments

Contracting for Power in a Deregulated Market

12/05/2001 - Enron Bankruptcy: Counter-Party Rights Under Derivative Contracts
The bankruptcy filing by Enron Corp. and several of its subsidiaries, including its principal energy trading subsidiary, creates a number of issues for our clients, including those clients who are in the exploration and production business and who have entered into financial and physical swaps, puts and other derivative contracts with Enron or one of its subsidiaries.


Power Restructuring Experience In California Will Not Occur In Texas