Celebrating 125 Years
 
Trading and Marketing
The sale, on a prepaid basis, of long-term gas supplies to quasi-governmental entities organized under the laws of several states acting on behalf of consortia of municipalities, municipal utility districts, school districts, public university systems, and the like, with financing provided by the issuance of tax-exempt revenue bonds.

The representation of a large gas and power marketing company in the sale to a large producer of "heavy oil" in California of all of the gas supplies required by the producer to generate the steam and electric power used by the producer in its heavy oil operations, including the management of the producer's jurisdictional and non-jurisdictional gas transportation assets and the performance of imbalance trading and other services designed to optimize the value of such assets by means of a "shared profits pool."

The representation of a large gas and power marketing company in the sale to a local distribution company in Appalachia of all of its consumer and industrial gas supply requirements, including the management of the local distribution company's jurisdictional gas transportation and storage assets.

The renegotiation and restructuring of the gas and fuel oil supply agreements between a major gas marketer and an affiliated electric power generation company pertaining to power plants in New England and California, including the management of the genco's jurisdictional transportation assets.

The representation of a large gas and power marketing company in the sale of all or a portion of the gas supply requirements of electric power generation facilities in Texas having aggregate generating capacity in excess of 4000 MW, including the provision of related non-jurisdictional gas transportation on the pipeline system of the marketing company's affiliate and the construction of associated pipeline laterals, interconnects, and metering facilities.

The development by a major gas and power marketing company of independent power projects in Texas, Alabama, and Mississippi in transactions in which our client acted as an investor in the generating facilities and client's affiliates served as, respectively, the supplier of all gas requirements of the facilities and the purchaser of all electric power generated at the facilities.

Merger and Acquisition Transactions
Represented a large energy company in the prospective acquisition by such entity of several natural gas-fired power generation facilities located in Texas; a natural gas trading and optimization business, including gas transportation and supply contracts and the trading book; and a 50% undivided interest in a lignite-fired power generation project under development, and the sale by such entity of certain permits and other assets and the development rights for an expansion to an existing lignite-fired power generation facility and the provision of shared services for such expansion project.

Represented a large energy company in the purchase of a 300 MW coal-fired power generation facility in Texas and the subsequent contribution by the purchaser of such power generation project to a joint venture formed with a financial partner.

Represented the owner of a cogeneration facility located in Utah in connection with the sale of the facility.

Represented an electric utility in the sale of permits, turbine generating equipment and other assets for a power project under development to a third-party developer, and the purchase by such utility of all the power from such facility pursuant to a long-term power purchase agreement that included an option to purchase a 50% undivided interest in such facility following commercial operation.

Served as counsel for ENSERCH Corporation and Southwestern Electric Service Company in connection with their respective mergers with Texas Utilities Company. Handled the conversion of Enserch Exploration Partners, L.P., a NYSE-listed master limited partnership, into a NYSE-listed corporation and the subsequent spin-off of EEX Corporation from ENSERCH Corporation.

Served as developer's counsel in connection with the development and subsequent sale of a 1,000 MW natural gas-fired, combined cycle power project in Paris, Texas. to a large Florida-based energy company.

In connection with the representation of a large gas and power marketing company in the sale to a local distribution company in Appalachia of all of its consumer and industrial gas supply requirements, negotiated agreements permitting the marketing company to utilize, by "capacity release," agency designation, and other management arrangements, the local distribution company's jurisdictional gas transportation and storage assets, including provisions regarding compliance with the LDC's tariff-mandated injection/withdrawal schedule, the periodic cashout of imbalances, and curtailment issues.

Served as owner's counsel in connection with the sale of a power generating facility at a landfill site owned by an agency of the U.S. government pursuant to a "green power program."

Represented a large independent exploration and production company in the formation of a joint venture formed for the development of gas reserves in the Gulf of Mexico. Jackson Walker attorneys have subsequently represented the company in numerous debt and equity financing transactions involving complex and innovative financing structures.

Represented a public company in the disposition of its environmental processing assets.

Represented a large diversified publicly owned energy company in the disposition of its gas pipeline business.

Represented an investor-owned utility in its acquisition of the producing oil and gas properties of another publicly owned exploration and production company.

Represented a large intrastate pipeline company in the purchase from a Fortune 100 company of the stock of its wholly owned subsidiary which owned a major gas processing facility and an intrastate pipeline system on the Texas Gulf Coast.

Represented a publicly owned intrastate pipeline company in the purchase from a major independent diversified energy company of gas processing and compression facilities and an intrastate pipeline system in Oklahoma.

Represented a publicly owned intrastate pipeline company in the sale to multiple purchasers of various processing and pipeline assets.

Capital restructuring of a major drilling company, including the sale of offshore and land-based drilling rigs and the negotiation of a highly structured credit facility secured in part by offshore drilling rigs and other vessels registered under the flags of the United States and Panama.

Environmental Law Matters
Representation of a large independent oil and gas company regarding application of TSCA Inventory Update Rule and other reporting rules applicable to natural gasoline.

Representation of a chemical company in connection with audits of multi-source compliance at chemical manufacturing facilities and airports, air emissions sources, hazardous waste generation and disposal, septic systems, and OSHA compliance.

Representation of an international manufacturer of oil and gas equipment in auditing its Texas facilities' compliance with RCRA and Clean Air Act requirements under the Texas Environmental, Safety and Health Audit Privilege Act.

Representation of a chlor alkali manufacturing company with facilities in Louisiana and Nevada in connection with numerous environmental matters, including negotiation of a Consent Agreement with a state agency and other parties for remediation of historical contamination, wastewater permitting issues, CERCLA and state spill reporting requirements, resolution of a PCB Notice of Violation with EPA Region 9, characterization of hazardous wastes and application of RCRA corrective action rule.

Representation of a natural gas pipeline company concerning requirements applicable to disposal of PCB contaminated groundwater generated during remediation activity, and characterization of wastes generated at mercury meter sites.

Representation of an oil and gas trading company regarding liability under the Oil Pollution Act, state oil spill acts in California, Oregon, Texas, Louisiana, New Jersey and New York, common law rules and voluntary and international marine pollution agreements (with appropriate assistance from local counsel).

Representation of an investor-owned utility with application requirements, including new financial technical and managerial requirements imposed by Senate Bill 1, to obtain a certificate of convenience and necessity from the TNRCC to operate a water utility.

Representation of a special utility district in a TNRCC contested hearing to obtain an expansion of its certificate of convenience and necessity to provide additional retail water service in areas adjacent to the district's core service area.

Representation of a conservation district in contested hearing permit matters and district court litigation over water rights and the district's authority to regulate production by permit.

Representation of a nonprofit water supply corporation in a rate hearing, following customer's appeal of a rate increase to the TNRCC.

Representation of a developer in obtaining amendments to three utility CCNs so as to conform the utility CCNs to the property boundaries and thereby enable a single utility provider to service the entire development.

Representation of numerous oil and gas companies regarding environmental issues affecting acquisition of petroleum products and natural gas pipeline company; acquisition of coal seam gas properties in San Juan Basin, New Mexico; and merger of natural gas pipeline subsidiary.

Representation of a natural gas pipeline company regarding state and federal air emissions requirements for natural gas compressors, including dispute over value of air credits wrongfully appropriated by facility lessor.

Representation of an independent power producer in a dispute with a citizens' group regarding the duty of the IPP to prepare a supplemental environmental impact statement.

Representation of an underwriter in connection with a securities offering for an oil-field drilling company, including substantive advice regarding Texas regulations relating to solid and hazardous waste remediation, underground storage tanks and air permitting.

Representation of a natural gas pipeline company regarding obligations under indemnity associated with remediation of hydrocarbons on property located on Indian Lands and federal lands, in the states of New Mexico and Utah.

 
 
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