Thomas Heather

Practices

Trending Issues

Education and Clerkships

J.D., Northwestern University School of Law, 2010

Law Degree, Escuela Libre de Derecho, 2006, with honors

Admissions

Mexico, 2006

District of Columbia, 2011

Court Admissions

District of Columbia Court of Appeals

Languages

Spanish

German

Profile

Thomas Heather is a counsel in the International Practice Group at Haynes and Boone, S.C. with extensive experience representing foreign and Latin American clients in cross-border transactions. His practice focuses on energy and infrastructure projects, including project finance, public tenders and regulatory matters. Tom also has broad experience in corporate and financial law.

Tom has been very active in matters regarding the Mexican Energy Reform, including advising major oil companies during Rounds One and Two of auctions of blocks in the Gulf of Mexico called by the National Hydrocarbons Commission, and the first auction for a Farmout by Pemex, called by the National Hydrocarbons Commission. He is a regular contributor to the Mexican business media on hydrocarbons-related matters. He has experience drafting and negotiating contracts relating to the upstream hydrocarbons industry, such as joint operating agreements, area of mutual interest agreements, and joint bid agreements, in accordance with international models and standards. He has guided clients through the new legal and regulatory framework for upstream, midstream and downstream activities in the hydrocarbons industry and structured joint ventures and consortia among international oil companies. He has been negotiating the first crude oil, natural gas and condensates purchase agreements by E&P companies in Mexico to marketers.

Tom has many years of experience in structuring joint ventures for cross-border investment in a variety of industries including energy, hospitality, food and beverage, real estate, manufacturing, transportation, and mining, as well as advising clients with respect to corporate governance, corporate succession matters and shareholder disputes.

Stemming from his experience in oil and gas and other energy-related transactions and in M&A, Tom has developed considerable experience in commercial arbitration and other ADR methods, primarily before the International Chamber of Commerce. He is a member of the advisory board of the Court of Arbitration of the Construction Industry Chamber of Commerce.

Tom has participated as a panelist in energy industry-related conferences and academic forums, has lectured at the Universidad Panamericana in Mexico City as an adjunct professor, and has published articles and other materials on the recent overhaul of the Mexican oil and gas industry. He is a member of the National Association of Corporate Counsels (ANADE).

Professional Recognition

  • Latin Lawyer 250, Law Business Research Ltd., 2016
  • The Legal 500 Latin America, Legalese, Ltd., 2015-2017

C.V. EN ESPAÑOL

Thomas Heather
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Selected Client Representations

Oil and Gas

  •  Represented an international oil company in the first bid of Round 1 of bids for the award of production-sharing contracts for shallow-water blocks called by the National Hydrocarbons Commission.
  • Represented international oil companies in the fourth bid of Round 1 of bids for the award of license contracts for deep-water blocks called by the National Hydrocarbons Commission.
  • Represented a foreign company in the first bid for a farmout by Pemex, called by the National Hydrocarbons Commission.
  • Drafted and negotiated several area of mutual interest agreements, joint study and bid agreements, and joint operating agreements for several international oil companies in connection with bids for deep and shallow-water blocks in Rounds 1 and 2 of bids for the award of license and production-sharing contract.
  • Represented an Italian company in the first and second bids of Round 1 of bids for the award of production-sharing contracts called by the National Hydrocarbons Commission.
  • Represents a Mexican E&P company that was awarded a license contract in the drafting and negotiation of the first crude oil, natural gas, and condensates purchase agreements in Mexico.
  • Represented a U.S. company in the migration of services contracts with Pemex Exploración y Producción to exploration and production contracts with the National Hydrocarbons Commission and the negotiation of related joint operation agreements with Pemex Exploración y Producción.
  • Represented the U.S. subsidiary of a major Japanese manufacturer in connection with the transportation of natural gas to its facilities in the United States.
  • Represented the U.S. subsidiary of a major Japanese manufacturer in connection with the transportation of natural gas to its facilities in northern Mexico.
  • Represented a Mexican development bank in its US$190 million financing of a pipeline in northern Mexico.
  • Represented the developer in the financing of a 291.5 km-long pipeline in northern Mexico.
  • Represented a Mexican development bank in the development of a pipeline between South Texas and Tamaulipas, Mexico.
  • Represented a Mexican development bank in the financing of the VAT for a petrochemical project in southeastern Mexico.
  • Represented a Scottish company in the structuring and negotiation of a joint venture with a Mexican oilfield services company.
  • Represented a U.S. drilling company in the negotiation of drilling contracts in connection with shallow-water and onshore blocks.
  • Represented a U.S. drilling company in the termination of an incentivized exploration and production contract with Pemex.
  • Represents a U.S. drilling company in the formation of its Mexican subsidiaries and its ongoing operations in Mexico.
  • Represented a U.S. company in the negotiation of gas supply agreements with the Bolivian government for a power project in Brazil.
  • Represented a U.S. engineering, procurement and construction company in an arbitration under the International Chamber of Commerce Rules of Arbitration against its Spanish joint venture partners.

Mergers and Acquisitions; Private Equity

  • Represented a private equity fund in the purchase of a cable television company and its subsequent sale to the largest media company in Latin America.
  • Represented a U.S. telecommunications company in its acquisition of a Mexican wireless communication company.
  • Represented a Mexican company in its sale of its commodities trading subsidiaries in Mexico, Switzerland and Peru to a U.K private equity fund.
  • Represented the seller in the sale of a large Mexican steel company to a European steel company.
  • Represented a U.S. private equity fund in its acquisition of a food-processing company with operations in the U.S. and Mexico.

Power

  • Represents a U.S. company in its acquisition of a combined-cycle power plant in northern Mexico.
  • Represented a syndicate of banks led by a multilateral financial institution in the financing of two solar power projects in northern Mexico.
  • Represented a syndicate of foreign banks in the acquisition of a wind power project in Oaxaca, Mexico.
  • Represented a Mexican company in the financing and development of a solar power project in central Mexico.
  • Represented a Spanish company in the acquisition of a solar project in northern Mexico.
  • Represented a U.S. company in the acquisition of an interest in a solar project in northern Mexico and the negotiation of a joint venture and shareholders’ agreement with another U.S. company.

Other Representations

  • Has advised several publicly and privately-held Mexican corporation on corporate governance matters and stock option plans for senior officers.
  • Has advised the Mexican subsidiary of a British bank in its annual compliance and legal risks audits.
  • Represented a Mexican cable television company in a structured loan by a Spanish bank.
  • Represented a Swiss bank in a US$65 million loan to a Mexican broadcasting company.
  • Represented a real estate developer in a US$50 million loan by a U.S. insurance company.
  • Represented a Canadian auto-parts manufacturing company in the structuring of cross-border guaranties to secure a US$54 million credit facility with a U.S. bank.
  • Represented a U.S. insurance company in an arbitration under the International Chamber of Commerce Rules of Arbitration against a Mexican food-processing company.

*Some of the above representations were handled by Mr. Heather prior to his joining Haynes and Boone, LLP.

Selected Publications and Speeches

  • “E&P Contracts Need to be Protected from Changes by a New Administration, Reforma,” May 2, 2017.
  • “Experts Recommend Reinforcement of E&P Contracts, Reforma,” March 29, 2017.
  • “Fuel Prices would Increase without NAFTA, Expert Predicts,” El Universal, March 10, 2017.
  • “The First Bid for Shale Blocks will be in December,” El Financiero, March 3, 2017.
  • “Mexico Over-Depends on the USA for Refined Products,” Excelsior, February 13, 2017.
  • “Bets for Round 1.4: Analysts Predict a Moderate Success,” CNN Expansión, December 1st, 2016.
  • “Investment in Oil Equipment Could Reach $14 Billion in Mexico,” Energía 16, September 16, 2016.
  • “Leases of oil platforms could be worth $14 Billion,” El Financiero, September 14, 2016.
  • “How Ready is Mexico to Liberalize the Gasoline and Diesel Market?” September 12, 2016.
  • “The Owner of the Gas Tap,” CNN Expansión, September 1st, 2016.
  • “The Price of Gasoline for ‘Dummies:’ Who Keeps your Money?” July 13, 2016.
  • "Recent Developments in the Mexican Energy Reform,” Annual Meeting of the Energy Bar Association, June 7, 2016.
  • "Puma Energy Among First Gasoline Imports,” CNN Expansión, April 28, 2016
  • "Government Releases Another Piece of Pemex Gasoline Monopoly,” CNN Expansión, March 31, 2016
  • "Mexico Energy Ministry Plans Auctions for Extraction, Exploration Rights,” July 2015.
  • "Mexico’s Federal Electricity Commission Announces New Projects for US$10 Billion,” June 2015.
  • "An Overview of the New Legal Framework for Upstream and Midstream Activities and Financing Opportunities for Banks,” seminar on “ The Mexican Energy Reform,” HSBC, 2014.
  • “Overview of the New Hydrocarbons Law,” August 2015.
  • “Overview of the New Petróleos Mexicanos Law,” August 2015.

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