Michael Cooper has significant experience in all aspects of corporate representation, ranging from day-to-day operational issues to major transactions to securities and taxation matters. He has represented clients in numerous industries, with the majority of his practice devoted to the highly regulated oil and gas, energy industry.
Michael is a Certified Public Accountant and the holder of an advanced degree in taxation, which enables him to evaluate the many aspects of sophisticated business transactions.
He has actively participated, as both Chief Operating Officer and General Counsel, in the growth of a company from start-up to a half billion dollar public entity. This experience facilitates his understanding of his clients' business goals and makes him particularly effective in helping them to pursue their own growth strategies. Because of his depth of experience, Michael can assist his clients not only with transactional issues, but also with operational and employment issues, risk management, compliance issues, and general corporate matters.
Review, draft and negotiate oil and gas leases, joint operating agreements, communitization agreements, seismic testing and data license agreements and other agreements related to exploration and development.
Advise client in connection with master purchase and offshore installation contract for power cable and pipeline.
Regularly advise midstream clients (both sellers and purchasers) in connection with numerous gas gathering agreements, gas purchase and sale agreements, construction assistance agreements, and other agreements related to midstream operations.
Advise energy industry clients regarding risk management matters including review and analysis of general liability, property and casualty, directors and officers, and workers compensation coverages and specific policy provisions related to those coverages, and negotiation and drafting of revisions to policy provisions.
Counsel energy industry clients regarding human resources and employment matters including independent contractor/employee classifications of pumpers and other field personnel and indemnity provisions to be included in independent contractor agreements.
Advise clients regarding entity formation and asset protection.
Advised clients in connection with technology licensing matters.
Exploration and Production Transactions
- Represented buyer in purchase of non-operated Eagle Ford Shale working interest for $120 million.
- Represented buyer in purchase of net profits overriding royalty interest derived from Wolfberry assets for $140 million.
- Represented investor in connection with investment pursuant to purchase and development agreement for non-operated working interest in Oklahoma Mississippian prospect with outlays of capital in excess of $25 million.
- Represented investor in connection with investment pursuant to exploration and development agreement for non-operated working interests in Kansas Mississippian prospect with minimum outlay of $20 million.
- Represented seller (including negotiation of operative agreements and closing of transaction) in sale of $35 million of working interests in Haynesville Shale in northwestern Louisiana.
- Advised purchaser (including negotiation of operative agreements and closing of transaction) acquisition of east Texas working interests for $2 million.
- Advised purchaser (including negotiation of operative agreements and closing of transaction) acquisition of east Texas working interests for $140 million.
- Advised client regarding, and negotiated and drafted, operative documents equity investment by institutional investor of $50 million for acquisition of leases in Haynesville Shale in northwest Louisiana.
Represented seller (including negotiation of operative agreements and closing of transaction) in sale of east Texas and Arkansas gas pipelines and related easements and rights of way and processing plants for $178 million.
- Represented purchaser (including negotiation of operative agreements and closing of transaction) in connection with acquisition of east Texas sour gas plant, pipelines and related easements and rights of way for $15.5 million.
- Represented purchaser (including negotiation of operative agreements and closing of transaction) in acquisition of east Texas gas pipelines and related easements and rights of way and processing plant for $114 million.
Advised E&P/midstream client, and negotiated and drafted operative documents in connection with, obtaining equity investment of $181 million by institutional investor.
Obtained buyer for seller (not a client) of leases in Haynesville Shale in northwest Louisiana for $40 million.
Advised client regarding, and negotiated and drafted, operative documents equity investment by institutional investor of $50 million for acquisition of leases in Haynesville Shale in northwest Louisiana.
Advised client in connection with restructuring and amendment of limited partnership agreement involving equity investment of $23 million by institutional investor.
Advised client regarding $17 million sale-leaseback of oil field equipment, including negotiation and drafting of operative documents.
Advised Bank of America, including supervision of title review process and negotiation of Deed of Trust and Mortgage, in connection with $100 million loan facility secured by working interests in properties in Texas, Oklahoma, Wyoming, and Montana.
Prepared and supervised preparation of numerous private placement memoranda (offerings ranged from $2 million to $7 million each) in connection with development, construction and operation of various facilities.
Advised client in connection with $70 million initial public offering.
Advised client in connection with institutional placement of $20 million in equity capital for acquisition program.
- State Bar of Texas - Business Law, Oil, Gas & Energy Resources Law and Taxation Law Sections
- Dallas Bar Association - Energy Law, Mergers and Acquisitions and Tax Law Sections
- Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™
Publications and Speeches
- Panel Member, "Tort & Insurance Issues Facing the Oil and Gas Industry," Dallas Bar Association Tort and Insurance Practice Section, December 4, 2012.
- Speaker and Author, "Title Impacts Under Selected Complex Estates and Trust Transfers," National Association of Division Order Analysts, October 11, 2012.
- Speaker and Author, "Title Impacts Under Selected Complex Estates and Trust Transfers," Houston Association of Division Order Analysts, May 3, 2012.
- Panel Member, "Holes in the Documents: Protecting Your Interest in Downstream Contracts," National Petroleum Energy Credit Association, April 24, 2012.
- Guest Lecturer, "Due Diligence in Oil and Gas Transactions," Texas Tech Law School, March 2012.
- Guest Lecturer, "Choice of Entity in Texas," SMU Lyle School of Engineering, Mechanical Engineering Department, Masters Program, 2008-2012.
- Speaker, "Due Diligence: Changing Standards," The 42nd Annual Houston Association of Professional Landmen Technical Workshop, April 2011.
- Speaker, "The Joint Operating Agreement: Are you Certain...?" EnerVest, Ltd., Land Department, March 2011.
- Speaker and Author, "Limited Liability Company Update in Texas," National Business Institute, March 2005.
- Speaker and Author, "Negotiating and Drafting Acquisition Agreements in Texas," National Business Institute, Dallas, Texas, April 25, 2003.
- Author, "Outbound Transfers of Intangibles," § 367, Boston University Journal of Tax Law, Vol. 4, March 1986.
Selected Representative Experience
$525 Million Credit Facility
Represented E&P company in connection with $525 million senior secured second lien credit facility.
Acquisition of Interests from Energen Resources
Represented HighMark Energy, LLC in the acquisition, through its affiliates, of a minority interest in 600 oil-producing wells and related acreage in East Texas and Northern Louisiana, made in cooperation and partnership with affiliates of Vendera Management, LLC for a total of 100 percent of the working interest in the wells and related acreage.
Acquisition of Operating Interests from Carrizo Oil & Gas
Represented a private Chinese investment company in its purchase of oil and gas operating interests located in Ohio's Utica Shale from Houston-based Carrizo Oil & Gas.
Chief Oil Marcellus Shale Acquisition
Represented Chief Oil & Gas and its working interest partners, Enerplus Resources (USA) and Tug Hill Marcellus, in its acquisition of MKR Holdings LLC from a subsidiary of Chesapeake Energy Corporation for about $500 million.
Tuscaloosa Marine Shale Purchase
Represented Sanchez Resources, LLC in a transaction with its publicly-held affiliate, Sanchez Energy Corporation, to establish an Area of Mutual Interest (AMI) in the Tuscaloosa Marine Shale, pursurant to which Sanchez Energy purchased working interests in the AMI from Sanchez Resources and unaffiliated third parties for a total consideration of $78 million.
Sale of Oil and Gas Interests in Coke County
Represented certain affiliates of Perkins-Prothro Co., LLC, an oil and gas exploration and drilling company, in the sale of 100 percent of their working interest and 75 percent of their net revenue interests in 8,588 net acres of oil and gas properties located in Coke County, TX.
NGL Partners Acquisition - High Roller/OWL
Represented High Roller Wells in connection with $239 million sale of Oilfield Water Lines LP to NGL Energy Partners LP.
Sale of Interests Held by Rise Energy Partners, LP
Advised Rise Energy Partners, LP in connection with its sale of interests in various oil and gas producing properties offshore southern California to Memorial Production Partners LP for a purchase price of approximately $271 million.
Negotiation of a Joint Venture Agreement; Negotiation and Acquisition of an Overriding Royalty Net Profits Interest; and Negotiation of a Credit Facility
Represented a major university in (i) the negotiation of a joint venture agreement to acquire more than $250 million of publicly traded and private assets in the energy sector; (ii) the negotiation and acquisition of a $140 million overriding royalty net profits interest for assets in the Permian Basin; and (iii) negotiation of a $25 million credit facility secured by oil and gas working interests.
Exploration and Operating Agreements
Represented acquiror of 50 percent working interest in undeveloped properties with commitment to fund drilling expenses for total consideration of $19.75 million.
Purchase of Stroud Prue Sand Unit Lincoln and Creek Counties, Oklahoma
Represented Juno Energy II, LLC in its purchase of assets from Dadson Production, LLC.
Breach of Fiduciary Duty
Defended natural gas company against breach of fiduciary duty claims arising from sale of a gas pipeline business. Obtained favorable settlement after month of trial.
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”).
05/19/2011 - Goods in the Stream: Texas Courts Limit Taxing Jurisdictions’ Ability to Tax Property in Transit
The United States and Texas Supreme Courts have declined to review the appeals of two Texas appraisal districts’ power to tax oil and natural gas in transit. In both cases, Texas courts of appeals held that oil and natural gas moving in the stream of interstate commerce are not subject to ad valorem taxation in Texas. These decisions solidify the law in Texas that property moving in transit is not taxable.
03/01/2011 - The Joint Operating Agreement: Are You Certain...?
This presentation provides an overview of issues to be considered when forming a joint operating agreement.
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.