What kinds of finance and energy transactions do you handle?

My practice covers secured and unsecured credit facilities, project finance and other structured energy transactions. I work with clients in the energy and finance industries on deals that range from traditional financings to more specialized energy structures.

What does your work in the merchant energy industry involve?

A significant part of my work involves transactions built around industry-standard trading and energy documentation. That includes matters using ISDA, NAESB, EEI and other form agreements that are common in the merchant energy space.

What kinds of structured or asset-backed matters have you handled?

My representative matters include oil and gas ABS transactions for issuers and hedge providers, mezzanine and stretch financings for oil and gas acquisitions and development, and bankruptcy exit financing. I have also handled prepaid hedging transactions secured by oil and gas assets.

Who do you typically represent in these matters?

My work has included representations of issuers, hedge providers, private equity firms, insurance companies, banks and other financial institutions. I also represent lenders and energy companies in structured financings and related transactions.

How do you stay engaged with developments in the energy market?

I regularly speak and write on current topics in the energy industry. My recent publications and commentary have addressed matters such as ABS financing in oil and gas, market developments and current reporting issues affecting the sector. I also teach a finance law course as an Adjunct Professor at the University of Texas Law School every Spring.

Jeff Nichols

Partner | Chair - Energy Practice Group Houston The Woodlands

T +1 713.547.2052

F +1 713.236.5542

[email protected]

Biography

Jeff Nichols is a partner, chair of Haynes Boone's Energy Practice Group and a member of the firm's Executive Committee who is licensed in Texas and New York. He has more than 25 years of experience representing clients in the energy and finance industries in secured and unsecured credit facilities, project finance and other structured energy transactions.

His practice spans a broad range of energy matters, with a particular focus on the merchant energy industry and on transactions that use ISDA, NAESB, EEI and other industry form agreements. Representative matters include oil and gas ABS transactions for issuers and hedge providers, mezzanine and stretch financings for the acquisition and development of oil and gas properties, bankruptcy exit financing, and prepaid hedging transactions secured by oil and gas assets. Jeff also regularly speaks and writes on current topics in the energy industry.

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Selected Client Representations

Representative Experience - Oil and Gas

Jeff has been instrumental to the firm’s success in representing issuers and hedge providers in oil and gas ABS transactions, which are listed here.
Represented several private equity firms, insurance companies, banks and other financial institutions with “mezzanine” or “stretch” loans to fund the acquisition and development of oil and gas properties in Texas, Louisiana, Oklahoma, Kansas, West Virginia, Pennsylvania, Colorado, Wyoming and North Dakota.
Represented a financial institution in connection with the bankruptcy exit financing of an oil and gas company in Canada.
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.
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.
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 a financial firm with the restructuring of its mezzanine debt and equity investment in a 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 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.

Representative Experience - Power, Coal and Midstream

Represented an independent power producer in connection with an Energy Management Agreement and other energy trading documents governing the purchase of gas and the sale of electric power, and the financial hedging of gas and power, for two natural gas-fueled, combined-cycle power plants under development in Texas.
Represented several oil and gas and electric power companies in connection with Dodd Frank issues relating to their status as commercial end users and the amendment of their ISDA documentation, including pursuant to the ISDA August 2012 DF Protocol.
Led a team of lawyers in the workout and refinancing of a used motor oil refinery in San Francisco, California.
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.
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.