In the News

Haynes and Boone Advises GeoMet in Sale of $107 Million of Appalachian Coalbed Methane Properties

HOUSTON – Haynes and Boone, LLP advised GeoMet, Inc., an independent energy company, in the sale of substantially all of its coalbed methane interests and other assets located in the Appalachian Basin to ARP Mountaineer Productions, LLC, a wholly-owned subsidiary of Atlas Resource Partners, L.P.

Buddy Clark, partner and head of the firm’s Energy Practice Group, led the Haynes and Boone deal team that included Partner Joe Vilardo and Associates Austin Elam and Annie Kwan. >>



Recent Publications

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”). >>



Austin Elam

Associate

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2122
F +1 713.236.5430

Areas of Practice

Education

  • J.D., Georgetown University Law Center, 2010, Barristers' Council; CALI Award - Legal Writing I, Legal Writing II
  • B.A., History, Minor in Classics, Southern Methodist University, 2007

Bar Admissions

  • Texas, 2010

Judicial Clerkships

Judicial Intern, Chief Justice Sherry Radack, First Court of Appeals, Houston, Texas, June-August, 2008
Austin Elam

As a member of the Energy Practice Group, Austin Elam maintains a broad transactional energy practice that includes energy finance and the acquisition, development and disposition of oil and gas properties. He has represented lenders and borrowers in secured reserve based financings, project development and project finance, and negotiated oil and gas purchase and sale agreements and a variety of other transactions ranging from gas gathering agreements to ISDA Master Agreements and Schedules.

Austin has represented clients in connection with oil and gas plays in the Eagle Ford, Bakken, Haynesville and Marcellus Shales. He also has experience in the alternative energy arena, including solar energy project financing and a financing in connection with an oil recycling refinery.

Selected Client Representations

  • 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.
  • 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.
  • 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.
  • Represented Silvermere Energy PLC in the acquisition of offshore oil and gas assets in the coastal waters of Texas and Silvermere's formation of a U.S. based subsidiary. Additionally, served as U.S. counsel in conjunction with Silvermere's placement on the London Alternative Investment Market.
  • Represented Wells Fargo Energy Capital, Inc. in a secured $150 million development financing involving shale oil and gas assets in the Pennsylvania Marcellus Shale. Facility was secured by the oil and gas properties and the lenders additionally received a net profits interest from the production.
  • Represented Wells Fargo Energy Capital, Inc., as the administrative agent and sole lender, in a $50 million senior secured second lien term loan to LRR Energy, L.P. The loan was secured by LRR Energy, L.P.'s oil and gas properties located in the Permian Basin as well as Oklahoma and the Texas Gulf Coast.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.

Publications

  • "'Billions' Paid to Landowners in Natural-Gas Royalties," American Bar Association Section of Litigation, Energy Litigation News & Developments, January 31, 2013.
  • "Offshore Federal Leases - ownership, transfer and bonding," CLE presentation, September 24, 2012.
  • "TRAIN May Stay New EPA Regulation of Power Plant Emissions," American Bar Association Section of Litigation, Energy Litigation News & Developments, October 5, 2011.

Honors

  • Selected for inclusion in Texas Super Lawyers - Rising Stars Edition, 2014

Selected Representative Experience


$107 Million Disposition of Appalachian Coalbed Methane Assets
Represented GeoMet, Inc. in the approximately $107 million disposition in favor of a subsidiary of Atlas Resource Partners, L.P. of all of GeoMet's producing and non-producing coalbed methane assets located in West Virginia and Virginia.

Acquisition of Gas Gathering System
Represented an independent oil and gas company in its acquisition of a 20-mile gas gathering system located in central Texas. Additionally represented the acquiror of the negotiation and execution of gas gathering agreements, to dedicate production to the system.

$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.

Cross-Border Canadian Bankruptcy Exit Financing Lending and Hedge Providing
Represented large financial institution as a lender and hedge provider under a $130 million cross-border, bankruptcy exit financing credit facility for a Canadian borrower, secured by properties in Alberta and other areas of Canada.

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.

$75 Million Development Loan
Represented the mezzanine capital provider in the negotiation of a senior secured credit facility to finance the development of Permian Basin oil and gas properties. The facility involved an advancing line of credit secured by all of the borrower’s assets, including the oil and gas properties. The lenders under the debt facility additionally received a net profits interest in the oil and gas properties.

$100 Million Equity Investment in Oil and Gas Company
Represented mezzanine capital provider in the formation of an E&P company. In connection with the entity formation, represented the capital provider in its initial investment, used to fund the acquisition of oil and gas properties located in the Eagle Ford Shale.

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.

Debt and Equity Facility in Upstream and Midstream Oil and Gas Company
Represented the capital provider in the negotiation of a senior secured credit facility and equity investment to finance the acquisition and development of oil and gas properties and related midstream facilities located in the mid-continent region. The credit facility involved an advancing line of credit secured by all of the borrower’s assets, including the oil and gas properties and midstream assets. The lenders under the debt facility additionally received a net profits interest in the oil and gas properties and in the cash flow from the midstream system.

Term Loan
Represented a large financial institution as administrative agent and lender in $200 million senior secured credit facility with an independent E&P company. The loan proceeds will be used to refinance existing swap facilities and finance the purchase of oil and gas properties in Divide County, North Dakota.

$50 Million Equity Investment in Oil and Gas Company
Represented mezzanine capital provider in the formation and initial investment into an E&P company. The proceeds of the initial investment were used to acquire operated and non-operated oil and gas properties located in Montana and Wyoming.

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.

$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.

Term Loan
Represented a large financial institution as administrative agent and lender in a senior secured credit facility with an E&P and gas gathering company. The credit facility features a revolver commitment of $180 million, with a development loan commitment of $20 million. The loan is secured by borrower's properties in Kentucky and Tennessee.

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.

$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.

$60 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $60 million senior secured credit facility and equity kicker agreement with a borrower in the oil and gas waste disposal business.

Guggenheim Partners - Secured Term Loan
Represented agent and lender in a secured term loan to an oil recycling refinery, with operations across Louisiana, Indiana, Nevada and California, secured by liens upon the various refining and storage operations. The lenders additionally received an equity kicker in the form of warrants in the borrower. Further represented the lenders in the negotiation of multiple intercreditor agreements and subordination agreements among the various other creditors of the borrower.

Panda Power Funds/Sherman Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Sherman, Texas.

$250 Million Secured Credit Facility
Represented offshore E&P company as borrower in a $250 million credit facility secured by the borrower's offshore Gulf of Mexico properties. In connection with the credit facility, represented the borrower in the negotiation of multiple intercreditor agreements with the second lien creditors and the hedge providers.

$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.

$50 Million Senior Secured Second Lien Term Loan Facility
Represented Wells Fargo Energy Capital, Inc., as the administrative agent and sole lender, in a $50 million senior secured second lien term loan to LRR Energy, L.P. The loan was secured by LRR Energy, L.P.'s oil and gas properties located in the Permian Basin as well as Oklahoma and the Texas Gulf Coast.

$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.

$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.

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.

$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.

Online Publications

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”).

01/31/2013 - "Billions" Paid to Landowners in Natural-Gas Royalties
A recent estimate by the National Association of Royalty Owners (NARO) approximates that some $21 billion in royalties were paid to landowners by oil and gas companies in 2010.

10/05/2011 - TRAIN May Stay New EPA Regulation of Power Plant Emissions
On September 22, 2011, the U.S. House of Representatives passed by vote of 249–169 H.R. 2401, Transparency in Regulatory Analysis of Impacts on the Nation (TRAIN).