Haynes and Boone, LLP | Professionals

Jeff Nichols is a partner in Haynes and Boone's Houston office. Jeff represents a variety of clients in the energy and finance industries. His areas of concentration include secured and unsecured credit facilities, project finance, securitizations and other structured finance, lease financing and structured energy transactions. He has broad experience in the merchant energy industry. He also regularly represents power plants with their industrial contracts with various vendors for the operation and maintenance of natural gas and coal-fired power plants.

Representative Experience

Represented a lender with the financing of a Marcellus development in Pennsylvania through a loan and net profits interest in the properties.
Represented a lender with the financing of Eagle Ford properties through a loan and convertible royalty interest.
Led a team of lawyers in the workout and refinancing of a used motor oil refinery in San Francisco, California.
Represented an energy trading affiliate of a large bank with a structured forward sale of production under a "prepaid" hedging transaction secured by oil and gas assets located in South Dakota and Colorado, using ISDA documents for the hedges and traditional oil and gas financing documents for collateral support.
Coordinated a team of lawyers as part of a multi-firm effort to produce a report for the Agency for Natural Resources and Energy of Japan (ANRE) on comparable laws around the world for off-shore resource development.
Represented an investor to fund the acquisition of a deepwater oil-rig for use in the Gulf of Mexico.
Represented an oil and gas company with a structured forward sale of production under a "prepaid" hedging transaction secured by oil and gas assets located in California, Texas and Kansas, using ISDA documents for the hedges and traditional oil and gas financing documents for collateral support.
Represented an oil and gas company with a structured forward sale of production "prepaid" hedging transaction secured by oil and gas assets located in Long Beach, California, using ISDA documents for the hedges and traditional oil and gas financing documents for collateral support.
Represented a financial firm with the restructuring of its mezzanine debt and equity investment in an privately held independent oil and gas company based in Houston, Texas with operations in Texas, Louisiana and Mississippi, which involved a new investment of subordinated debt and the conversion of debt to equity in a restructuring of $1.06 billion of existing and new debt and equity.
Represented a financial firm with the restructuring of its mezzanine debt and equity investment in an privately held independent oil and gas service company based in Corpus Christi, Texas, which involved debt and the conversion of debt to equity in a restructuring of $35 million of existing and new debt and equity.
Represented a wholesale power marketer with an ISDA Master Agreement with the ISDA Power Annex for the sale of physical power, with amendments for the Nodal changes for the ERCOT market.
Represented the buyer of a coal mine in Pennsylvania with the structured financing of the purchase price which included physical and financial hedges of coal.
Represented a financial firm with the debt and equity investment totaling $485 million to finance the exploratory well and subsequent development of a deepwater Gulf of Mexico oil field.
Represented a large bank with a $150 million second lien syndicated credit agreement for an oil and gas exploration company located in Tulsa, Oklahoma with reserves in Texas, Oklahoma and New Mexico.
Represented a shallow-water Gulf of Mexico exploration and production company with its debtor-in-possession financing as part of a bankruptcy filing and its recapitalization and refinancing after bankruptcy.
Represented a Texas exploration and production company with its financial restructuring, including the negotiation of an intercreditor agreement and ISDA agreements among outside third party hedge providers and credit facility lenders.
Led a team of lawyers to support a bank's internal legal department with the negotiation of its ISDA agreements with energy companies, including advising the bank on its guidelines for each provision under the ISDA Schedules for energy hedges.
Advised a retail electric provider with the negotiation of an agreement with an energy trader to provide "credit sleeve" hedges to provide financing and price hedges and for electricity and natural gas.
Represented a gas trading firm with an asset management agreement with a gas midstream company for managing and trading gas storage.
Represented a large, natural gas power plant project with the outage and refurbishment of its turbine and transformers, which involved the extensive negotiation of engineering, procurement and construction (EPC) agreements and master service agreements (MSAs).
Represented a large, coal-fired power plant project with contracts relating to the re-processing of bituminous coal ash.
Represented a venture capital fund in a combined loan and purchase of mineral interests to fund an oil and gas development program.

Leadership

Board of Directors, Comp-U-Dopt (http://compudopt.org/), a Houston based charity that collects donated computers and refurbishes them for donation to underprivileged children across Houston

Selected Representative Experience

Restructuring of Debt and Equity Structure for Offshore Oil and Gas Exploration Company
Represented Pisces Energy LLC and its parent company, Pisces Energy Holding, LLC in the partial prepayment and amendment and restatement of its second lien loan agreement, and the exchange by one of its investors of all of its second lien debt in Pisces Energy LLC in exchange for preferred equity in the parent company.

$56 Million Syndicated Credit Facility for Cadre Proppants, a Frac-Sand Proppant Company
Represented a frac-sand company in a $56 million syndicated credit facility with multiple tranches of debt.

$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.

Amegy Bank, N.A. and National Bank of Arizona - Solar Energy Project Financing
Represented the agent and lender in a complex financing of a solar energy company which will lease solar equipment to thousands of homeowners. The financing was secured by various federal and state solar energy grants and incentives and the leased solar equipment.

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.

Acquisition - Refining and Waste Processing Facility
Represented venture capital investors with the acquisition and restructuring of the equity and debt of a refining and waste processing facility used to extract metals from heavy oil waste from refineries.

Cross-Collateralized Credit and Hedge Facility
Represented an oil and gas company in a cross-collateralized credit and hedge facility with hedge providers and banks, secured by oil and gas properties in Texas.

Gas Storage Asset Management Agreement
Represented a gas trading firm with an asset management agreement with a gas midstream company for managing and trading gas storage.

Hedge Fund Representation - Purchase of Mineral Interests
Represented a hedge fund in a combined loan and purchase of mineral interests to fund an oil and gas development program.

Hedging Facility
Advised a wholesale electric provider with the negotiation of agreements with a retail electricity provider to provide financing, price hedges and for physical sales of electricity and natural gas.

Negotiation of Electricity Purchase Contract
Represented a large real estate management company in negotiating an electricity purchase contract from a retail electricity provider (REP), lowering the cost of power for its properties by less than half.

Negotiation of ISDA Annex for Crude Oil Purchases
Negotiated an ISDA with an ISDA North American Crude Oil Annex for crude oil purchases by a chemical company from an international bank.

Negotiation of ISDA Annex for Gas Purchases
Represented an independent power producer in the negotiation of an ISDA with an ISDA North American Gas Annex for gas purchases.

Prepaid Swap Facility
Represented DB Energy Trading LLC in a $42.5 million prepaid swap facility, with multiple tranches of debt and ability to increase and reset the swap amount upon meeting certain conditions with Great Western Oil and Gas Company, LLC.

Prepaid Swap Facility
Represented DB Energy Trading LLC, an affiliate of Deutsche Bank, in a $20 million prepaid swap facility between AG and GWOG Williston, LLC secured by Williston Basin, North Dakota oil and gas assets.

Prepaid Swap Facility
Represented DB Energy Trading LLC an affiliate of Deutsche Bank, AG and J&S 2008 Program, L.L.C. in a prepaid swap facility for $10.5 million.

Representation - Contracts Related to Bituminous Coal Ash Reprocessing
Represented a large, coal-fired power plant project with contracts relating to the re-processing of bituminous coal ash.

Representation of Australian Company - Acquisition of Finance Services Company
Represented an Australian publicly traded company with the acquisition of the premier provider of special purpose entity and structured finance services, which required collaboration with accountants concerning generally accepted accounting principals (GAAP) and international accounting standards (IAS) relating to the non-consolidation rules, including FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FASB 46), and the IAS 27, Consolidated Financial Statements and Accounting for Investments in Subsidiaries, for special purpose entities holding billions of dollars of assets.

Representation of Hong Kong Company with Acquisition
Represented a Hong Kong company with the acquisition from a Japanese venture capital fund of debt and warrants in a U.S. company holding Chinese oil and gas concession rights, and subsequent restructuring of the investment.

Representation of Investor - Alternative Energy Project
Represented an investor in an alternative energy project that will use renewable biogas energy sources to sell natural gas and carbon credits.

Sale of Physical Power
Represented a wholesale power marketer with an ISDA Master Agreement with the ISDA Power Annex for the sale of physical power, with amendments for the Nodal changes for the ERCOT market.

Sale and Purchase of Natural Gas
Represented an independent power producer in the negotiation of a NAESB base contract for sale and purchase of natural gas with an energy trading affiliate of an international bank.

Representation of Natural Gas Power Plant - Outage and Refurbishment of Turbine and Transformers
Represented a large, natural gas power plant project with the outage and refurbishment of its turbine and transformers, which involved the extensive negotiation of engineering, procurement and construction (EPC) agreements and master service agreements (MSAs).

Representation of Hedge Fund - Investment in Seismic Gathering Company
Represented a hedge fund with the investment in a seismic gathering company consisting of term loans and warrants, acting as a bridge financing until the initial public offering of the company.

Structured Forward Sale of Crude and Natural Gas Production
Represented an oil and gas company with a structured forward sale of production "prepaid" hedging transaction secured by oil and gas assets located in Long Beach, California, using ISDA documents for the hedges and traditional oil and gas financing documents for collateral support.

Securitization of Receivables from Contract with Mexican Government
Represented a large oil and gas service company with the securitization of its receivables from a large contract with a unit of the Mexican government, including rendering a true sale opinion under New York law and assisting with a true sale opinion rendered by Mexican counsel.

Structured Financing - Coal Mine
Represented the buyer of a coal mine in Pennsylvania with the structured financing of the purchase price which included physical and financial hedges of coal.

Representation of Hedge Fund - Investment in Gas Compressor Company
Represented a hedge fund with the investment in a gas compressor company consisting of warrants, subordinated debt, term loans and revolving loans, which refinanced numerous lease financing vehicles for gas compression equipment.

Structured Forward Sale of Production
Represented an oil and gas company with a structured forward sale of production under a "prepaid" hedging transaction secured by oil and gas assets located in California, Texas and Kansas, using ISDA documents for the hedges and traditional oil and gas financing documents for collateral support.

Term and Revolving Loan - Oil and Gas Exploration and Production Company
Represented a large commercial bank with a term and revolving loan to an oil and gas exploration and production company secured by oil and gas reserves.

Securitization of Receivables - Large Chemical Company
Represented a large chemical company with the securitization of its receivables financed by a commercial paper conduit.

Online Publications

02/24/2012 - What Does "Hedge or Mitigate Commercial Risk" Mean? How Will Energy Producers and Consumers Prove They are "Commercial End Users" Under the Dodd-Frank Act?
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act" or the "Act") attempts to sort through the energy trading and hedging market to protect "commercial end users" from new regulatory burdens intended for trading firms and financial institutions.

12/05/2011 - CFTC Position Limit Rules Challenged in Lawsuit by ISDA and SIFMA
On Friday, December 2, 2011, the International Swaps and Derivatives Association ("ISDA") and the Securities Industry and Financial Markets Association ("SIFMA") jointly filed a lawsuit in the U.S. District Court for the District of Columbia against the Commodity Futures Trading Commission ("CFTC") and a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit challenging the final rules establishing speculative position limits on certain physical commodity futures and option contracts (the "Position Limit Rules"), which were adopted by the CFTC at its October 18, 2011 meeting.

11/16/2011 - Update on CFTC Rulemaking: CFTC Issues Final Rules on Position Limits for Commodity Futures and Swaps
At its open meeting on October 18, 2011, the Commodity Futures Trading Commission adopted final rules to establish speculative position limits for 28 physical commodity futures and options contracts and futures, options, swap, or swaption contracts that are economically equivalent to such Core Referenced Futures Contracts.

06/28/2011 - Dodd-Frank Revisited
The Dodd-Frank Act is a long, complicated law that is several times longer than the Sarbanes-Oxley and Glass-Steagall Acts combined and energy companies will need to react to changes to the ways commodities are hedged in the United States as more regulations promulgated to implement the law.

11/10/2010 - Hedging the Dodd-Frank Act
The Dodd-Frank Wall Street Reform Act is the most significant financial legislation enacted since the Depression-era reforms of 75 years ago. Its 2,300 pages govern nearly every area of our financial lives. It is complicated and open-ended: In writing regulations, government agencies will decide the winners and losers. Everyone agrees the legislation will be a game-changer.

07/08/2009 - House Passes American Clean Energy and Security Act
On June 26th, the House of Representatives narrowly passed the American Clean Energy and Security Act (“ACES”), H.R. 2454. The bill will next be considered by the Senate, with some predicting a full Senate vote held in October. Because of the significance of this bill and the material effect it will have on many sectors of the economy, we thought it would be useful to summarize the House-passed version.

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Recent Publications

What Does "Hedge or Mitigate Commercial Risk" Mean? How Will Energy Producers and Consumers Prove They are "Commercial End Users" Under the Dodd-Frank Act?

CFTC Position Limit Rules Challenged in Lawsuit by ISDA and SIFMA

Update on CFTC Rulemaking: CFTC Issues Final Rules on Position Limits for Commodity Futures and Swaps

Jeff Nichols

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Houston

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