Transactional

Oil and Gas

Oil and Gas

Market-leading, global oil and gas practice at the forefront of complex energy transactions and disputes

Overview

​Gibson Dunn’s Oil and Gas Practice Group advises the world’s leading oil and gas exploration, development and production companies, oil field services and equipment companies, pipeline and other midstream companies, and downstream entities.

We also represent financial institutions, private equity firms and government entities active in the oil and gas sector. Clients regularly call upon our lawyers to support them in their high-profile, cutting-edge projects and transactions at all stages and opposite the full spectrum of entities. Many of our group’s members began their careers on the business side of the oil and gas industry, and are able to serve clients with a heightened understanding of their commercial needs.

Our internationally recognized team brings multidisciplinary, multijurisdictional knowledge and experience serving all segments of the oil and gas value chain. These include upstream exploration and production (conventional, unconventional, onshore and offshore); midstream (gathering, storage, transportation and processing); downstream (storage, refining, marketing and petrochemicals); oilfield services; LNG; and infrastructure.

We offer seamless advice and counseling, technical excellence, creativity, market knowledge, and unique insight on the most sophisticated matters, including:

  • Energy M&A (both private and public company-level and asset-level acquisition and divestitures)
  • Oil and gas transactional matters (including sophisticated joint ventures, farmouts, carry and earning agreements, and drillcos)
  • Marketing and trading arrangements including LNG sale and purchase agreements,
  • Energy transition and climate transactions
  • Capital markets (including public and private debt and equity, and MLPs, YieldCos and UP-Cs)
  • Resource fund formation
  • Private equity (including sponsor-level, management team, and portfolio company engagements)
  • Asset-level finance (including reserve-based lending, acquisition finance, project finance, and hedging)
  • Restructuring
  • Project development
  • Infrastructure projects
  • Tax (including oil and gas and partnership; net profits structures, MLPs, YieldCos and UP-Cs)

Working closely with the Infrastructure, Energy Transition and Energy, Regulation and Litigation practices, Gibson Dunn delivers an integrated, high-caliber solution across the energy spectrum. Complementing our energy-specific practice groups, our award-winning Litigation, Environmental Litigation and Mass Tort, and Transnational Litigation practice groups all have significant exposure and success in the oil and gas arena.

“Gibson Dunn does an outstanding job in the energy industry. They are responsive and commercial.”

Chambers USA

Experience

Recent representations include:

U.S.

  • Pioneer Natural Resources: Advised Pioneer Natural Resources, an independent oil and gas exploration and production company, on its $64.5 billion merger with ExxonMobil, one of the largest publicly traded international energy and petrochemical companies, creating the industry’s leading high-quality undeveloped U.S. unconventional inventory position.
  • Contango: Advised Contango on its $5.7 billion all-stock merger with Independence Energy, an upstream KKR portfolio company, to create a U.S. independent oil and gas company focused on consolidation.
  • Chief E&D Holdings, LP and Tug Hill, Inc.: Advised Chief E&D Holdings, LP and Tug Hill, Inc. in the $2.65 billion acquisition by Chesapeake Energy Corporation of Chief E&D Holdings and associated interests held by affiliates of Tug Hill.
  • Pioneer Natural Resources: Advised Pioneer Natural Resources on its $7.6 billion acquisition of Parsley Energy, Inc., an oil and natural gas company with operations in the Permian Basin.
  • Enervest: Advised Enervest on its $2.66 billion sale of Eagle Ford and Austin Chalk oil and gas assets to TPG Pace Energy Holdings, an energy-focused special purpose acquisition entity.

International

  • ADNOC: Advised Abu Dhabi National Oil Company (ADNOC) on its acquisition of an interest in upstream assets and formation of a joint venture with bp, a British multinational oil and gas company, which will initially focus on the development of gas assets in Egypt.
  • Marathon Oil: Advised Marathon Oil, an exploration and production company, on the disposal of interests in Brae and Foinaven blocks and Sage pipeline in the North Sea to RockRose Energy, an oil and gas production and infrastructure company.
  • Marubeni North Sea Limited: Advised Marubeni North Sea Limited, a wholly owned subsidiary of the Japanese trading company Marubeni Corporation, in connection with its disposal of the entire issued share capital of Marubeni Oil & Gas (U.K.) Limited to Ithaca Energy (UK) Limited, a UK-based oil and gas company operating in the North Sea.
  • KKR: Advised KKR, a global investment firm, on the indirect sale of the Acteon Group, an international offshore energy infrastructure services business.
  • Murphy Oil: Advised Murphy Oil, an oil and gas exploration company, on the sale of Murphy Oil’s Malaysian subsidiaries, Murphy Sabah Oil and Murphy Sarawak Oil, to PTT Exploration and Production Public Company Limited, a national petroleum exploration and production company based in Thailand.

Recent representations include:

U.S.

  • DCP Midstream, LLC: Advised DCP Midstream, LLC, a 50/50 joint venture between Phillips 66 and Spectra Energy, on its $11 billion sale to DCP Midstream Partners, LP.
  • Williams Companies: Advised Williams Companies on the $3.8 billion joint venture with Canada Pension Plan Investment Board in the Marcellus/Utica Basins.
  • Western Midstream Partners, LP: Advised Western Midstream Partners, LP on its $885 million acquisition of Meritage Midstream Services II, LLC, a natural gas gathering and processing company headquartered in Denver, Colorado.
  • American Midstream: Advised American Midstream on its $815 million acquisition of certain assets of Southcross Holdings and merger of Southcross Energy Partners, provider of midstream infrastructure, into a subsidiary of American Midstream Partners.
  • Williams Companies: Advised Williams Companies on its $1.173 billion joint venture with KKR to acquire Discovery DJ Services, provider of natural gas/oil gathering and processing services in southern portion of Colorado’s Denver-Julesburg Basin, from TPG Growth.

International

  • PETRONAS: Advising PETRONAS, a Malaysian multinational oil and gas company, and its affiliates on all matters relating to the development and financing of the approximately $28 billion Refinery and Petrochemical Integrated Development project in Johor, Malaysia.
  • SemGroup: Advised SemGroup on its $1.309 billion joint venture with KKR to form Canadian midstream infrastructure platform SemCAMS Midstream ULC., to acquire Meritage Midstream ULC and its midstream infrastructure assets.

Recent representations include:

  • ADNOC: Advised ADNOC on $4 billion investment agreements between Abu Dhabi Chemicals Derivatives Company RSC Ltd (TA’ZIZ) and multiple UAE-based investors.
  • ADNOC: Advised ADNOC on its joint venture with Reliance Industries Limited for the joint construction and development of an integrated Chlor-Alkali and Ethylene di Chloride facility in Ruwais, Abu Dhabi, UAE.
  • ADNOC Distribution: Advised ADNOC Distribution on an agreement with TotalEnergies Marketing Afrique SAS to acquire a 50% stake in TotalEnergies Marketing Egypt LLC (TotalEnergies Egypt) for approximately $186 million.
  • ADNOC: Advised ADNOC on the acquisition of a 24.9% shareholding in OMV AG, from Mubadala Investment Company.
  • ADNOC: Advised ADNOC and ADNOC Refining on the sale of ADNOC Refining’s waste management operations in Al Ruways Industrial City, Abu Dhabi, to a consortium comprising of Veolia and Vision Invest. This was recognized as the M&A Deal of the Year at the Bonds, Loans & Sukuk Middle East Awards 2023.
  • ADNOC: Advised ADNOC in relation to the acquisition of a 25% shareholding in Borealis AG from Mubadala Investment Company.
  • ANZ Bank: Advised ANZ Bank in relation to Haldia Petrochemicals’ $1.4 billion refinery in West Bengal, India; and in relation to a $42 million facility to Ispat Industries in India.
  • Valero Energy Corporation: Advised Valero Energy Corporation in its $1 billion public offering of 4.000% Senior Notes due 2029.
  • Holly Logistic Services: Advised the Conflicts Committee of the Board of Directors of Holly Logistic Services, the general partner of petroleum products and services provider Holly Energy Partners (HEP), on HEP’s $1.45 billion acquisition by HF Sinclair Corporation, a diversified energy company.
  • Phillips 66: Advised Phillips 66, an energy and logistics company, as special tax counsel on the realignment of its economic and governance interests in midstream assets DCP Midstream and Gray Oak Pipeline, through the merger of an existing joint ventures owned with Enbridge, an energy infrastructure company.
LNG

Recent representations include:

  • ADNOC Trading: Advised ADNOC Trading on its twenty-year LNG SPA with NextDecade for 1.9 mtpa of lower-carbon LNG on a FOB basis from the Rio Grande LNG facility located in Brownsville, Texas.
  • Houlihan Lokey: Advised Houlihan Lokey Capital, Inc. as financial advisor to the Conflicts Committee for Teekay LNG Partners L.P. in the $6.2 billion merger between Teekay and Stonepeak.
  • Marathon Oil Corporation: Advised Marathon Oil on its five-year term LNG SPA with Glencore Energy for a portion of its equity natural gas produced from the Alba field in Equatorial Guinea.
  • SK E&P Company: Advised SK E&P Company on the $1 billion divestiture of SK’s interests in Peruvian gas fields (Block 56 and Block 88) and Peru LNG to Pluspetrol, an oil and gas exploration and production company.
  • Excelerate Energy: Advised Excelerate Energy, Inc., a US-based LNG company, in its $384 million initial public offering.
  • Mozambique LNG: Advised Mozambique LNG, whose sponsors include Anadarko Petroleum Corporation (now Total), Mitsui & Co., Ltd., PTTEP, ONGC Videsh, Bharat PetroResources, Oil India and ENH, on a long-term LNG sale and purchase agreement for the sale of 1 million tonnes per annum of LNG to PT Pertamina.
  • Nauticor: Advised Nauticor on a long-term LNG SPA with Novatek for supplies from Vysotsk LNG.
  • Berkshire Hathaway Energy: Advised Berkshire Hathaway Energy, a private utility holding company, on its $8 billion acquisition of Dominion Energy’s Natural Gas Transmission and Storage Business.
  • Nauticor: Advised Nauticor on LNG master sale and purchase agreements for bunker fuel.
  • Berkshire Hathaway Energy: Advised Berkshire Hathaway Energy, a private utility holding company, on its $3.3 billion acquisition of limited partnership interests in Cove Point LNG, a liquified natural gas export facility in the Chesapeake Bay.
  • ADNOC: Advised ADNOC in relation to its acquisition of a 11.7% stake in Phase 1 (Trains 1-3) of NextDecade Corporation’s Rio Grande LNG, a leading LNG export project located in Texas which is expected to produce a less carbon-intensive LNG.

Recent representations include:

  • LyondellBasell: Advised LyondellBasell on its $3.9 billion public offering of Senior Guaranteed Notes.
  • Williams Companies: Advised Williams Companies in a public offering of $1.1 billion aggregate principal amount of 4.900% Senior Notes due 2029 and $1.0 billion aggregate principal amount of 5.150% Senior Notes due 2034.
  • Atmos Energy Corporation: Advised Atmos Energy Corporation in a $1.0 billion at-the-market equity offering program, which allows for both traditional and forward sales of common stock.
  • ProFrac Holdings: Advised ProFrac Holdings, a provider of services to upstream oil and gas companies, on the $885 million refinancing of its existing senior secured term loan and other debt with a private offering of senior secured notes and a secured term loan.
  • MidAmerican Energy Company: Advised MidAmerican Energy Company in a registered green bond offering of $350 million aggregate principal amount of 5.350% First Mortgage Bonds due 2034 and $1 billion aggregate principal amount of 5.850% First Mortgage Bonds due 2054.
  • Ovintiv Inc.: Advised Ovintiv Inc., an oil and gas producer, on the financing of its $4.275B acquisition of Midland Basin Assets from EnCap Investments L.P., an energy-focused private equity firm.
  • Truist Bank: Advised Truist Bank, as the Administrative Agent/Collateral Agent and Lender on (i) Waterbridge Midstream Operating’s new senior secured first-out revolving credit facility and (ii) new senior secured Term Loan B facility of $1.15 billion and intercreditor agreement in respect thereof.
  • Valero Energy Corporation: Advised Valero Energy Corporation on its $4 billion revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent.
  • Aris Water Solutions, Inc.: Advised Aris Water Solutions, Inc. on its subsidiary Solaris Midstream Holdings, LLC’s amendment and restatement of its existing $350 million revolving credit agreement.
  • Ridgemar Energy Operating, LLC: Advised Ridgemar Energy Operating, LLC on its $750 million credit agreement in support of its acquisition of oil and gas assets.

Practice Leaders