Michael P. Pearson
With more than 45 years in practice, Michael P. Pearson has experienced first-hand the boom-bust cycle of the energy industry at least five different times since the 1970s and its impact on oil and gas producers, pipeline and midstream companies, energy commodity marketing and trading companies, and their lenders and capital providers. The breadth and depth of Mike’s experience gives him a nuanced and sophisticated understanding of the energy industry, which provides great value to his clients.
Mike served as Chair of Jackson Walker’s Energy practice group for more than 30 years. He was an Adjunct Professor of Law at The University of Texas School of Law during Fall 2022, and will be again in Fall 2023.
B.A., with high honors, University of Texas at Austin, 1975
- Plan II Honors Program
- Member of Phi Beta Kappa
- Member of Phi Kappa Phi
J.D., University of Texas School of Law, 1978
- Associate Editor, Texas Law Review
United States Court of Appeals for the Fifth Circuit
Acquisitions and Dispositions
- Producing and undeveloped oil and gas properties
- Gas gathering systems
- FERC jurisdictional and non-jurisdictional gas pipeline systems
- Common carrier and proprietary crude oil and liquids pipeline systems
- Processing plants and other treatment facilities
- Drilling rigs
- Purchasing assets out of bankruptcy
Energy Finance and Capital Raising Transactions
- Secured revolving credit facilities and term loans to oil and gas producers
- Volumetric production payments
- Dollar denominated production payments
- Net profits interests
Upstream Oil and Gas Matters
- Farm-out, farm-in, and participation agreements
- Joint development agreements
- Area of mutual interest and lease acquisition and development agreements
- Onshore and offshore joint operating agreements
- Pooling declarations and unitization agreements
- Allocation well and production sharing agreement issues
- Drilling contracts and master service agreements
- Royalty valuation issues
- Federal and state oil and gas lease matters
- Statutory oil and gas liens
- Oil and gas bankruptcy matters
- Crude oil and natural gas sales/purchases
- Gas gathering and processing agreements
- Crude oil and natural gas transportation agreements
- Throughput and deficiency agreements
- Gas storage agreements
- Pipeline operating agreements
- Producer/pipeline joint facilities construction and development projects
- Acreage/reserve dedication and covenant running with the land issues
- Midstream bankruptcy issues
Acquisitions and Dispositions
- Represented three privately owned, affiliated oil and gas producers owned by funds sponsored by a large private equity firm in the sale of the producers’ producing oil and gas properties and undeveloped oil and gas leases in the “Stack” area of Northwest Oklahoma to a newly formed portfolio company of a New York-based private equity firm in a transaction valued at approximately $625 million.
- Represented several affiliated companies, together with numerous individuals and entities who participated with such companies in the joint development of oil and gas properties, in the sale to a newly formed portfolio company of a New York-based private equity firm of oil and gas assets in the “Delaware Basin” and “Shelf” areas of New Mexico, in transactions structured as (i) sales of the equity interests of special purpose entities formed by the owners of the affiliated companies to hold the “Delaware Basin” and “Shelf” area assets of such companies for purposes of the sale and (ii) sales by the participant entities of their interests in such “Delaware Basin” and “Shelf” area assets, in transactions valued in the aggregate at approximately $400 million.
- Represented a publicly traded oil and gas producer in its ±$300 million acquisition of all of the capital stock of a privately held holding company which, through subsidiaries, owned oil and gas properties and facilities on the Texas and Louisiana Gulf Coasts.
- Represented a private equity sponsored midstream company in the ±$200 million acquisition of a limited partnership that owned and operated multiple gas processing and fractionation plants, gas gathering systems, and a natural gas liquids pipeline in East Texas.
- Represented a privately held oil and gas producer in its ±$720 million purchase of all of the oil and gas assets of a private equity sponsored oil and gas company.
- Represented a subsidiary of a private investor funded holding company in its ±$50 million sale to the U.S. subsidiary of a Mexican oil and gas company of producing and undeveloped oil and gas assets in Colorado, New Mexico, Oklahoma, and Texas.
- Represented a non-U.S. investor as the stalking horse bidder in the purchase, under Bankruptcy Code Section 363, of North Dakota oil and gas assets from a Chapter 11 debtor.
- Represented a private equity sponsored pipeline in its ±$300 million acquisition of a jurisdictional pipeline system in West Texas, including obtaining FERC abandonment of the pipeline system so that it could be used for non-jurisdictional gas gathering.
Energy Finance and Capital Raising Transactions
- Represented multiple subsidiaries of a privately owned holding company as the borrowers/swap counterparties in two secured prepaid swap financing transactions with the trading arm of a large financial institution in transactions involving aggregate advances to the borrower in excess of $90 million.
- Represented a subsidiary of a privately owned holding company as the borrower in a $1.5 billion revolving credit facility and a second lien term loan involving aggregate credit availability of more than $250 million, secured by oil and gas assets in Colorado and North Dakota.
- Represented the mezzanine finance subsidiary of a publicly traded midstream and commodity trading company in its purchase of volumetric production payments from multiple oil and gas producers.
- Represented a publicly traded oil and gas producer in its +$100 million sale to multiple funds sponsored by a private equity firm of a limited term net profits interest in oil and gas production from federal oil and gas leases on the Outer Continental Shelf.
- Represented a publicly traded oil and gas producer in sales to over twenty (20) private equity firms and hedge funds of dollar denominated production payments in oil and gas production from federal oil and gas leases on the Outer Continental Shelf, valued in excess of $1 billion.
Upstream Oil and Gas Matters
- Represented a U.S. special purpose entity owned by a foreign investor in a +$40 million vertical well salt dome drilling program in Texas.
- Represented a private equity backed oil and gas producer in a “drillco” joint development agreement with another oil and gas producer for a 60 well drilling program in the Permian Basin of West Texas involving drilling cost commitments of +$100 million.
- Represented an independent oil and gas producer in its +$45 million sale to a private equity-sponsored oil and gas company of undivided interests in undeveloped oil and gas leases in the Eaglebine and Woodbine Shale areas of Central Texas, including commitments by the parties to participate in drilling operations and the creation of an area of mutual interest for future acquisitions.
- Represented a publicly traded oil and gas producer in its sales of +$400 million in limited term net profits interests in oil and gas production from federal oil and gas leases on the Outer Continental Shelf to a major drilling contractor and other offshore oilfield service providers in lieu of payments for services in cash.
- Represented an individual investor in a structured transaction for the development of a large South Texas Ranch, including the formation of multiple special purpose entities (SPEs) to own oil and gas fee interests and royalty interests in the ranch, the transfer of such oil and gas fee interests and existing non-participating royalty interests into the appropriate SPEs, and the negotiation with other family members of multiple oil and gas leases, term non-participating royalty interests, surface use agreements, produced water injection agreements, and other related documents, in a transaction initially valued in excess of $100 million.
- Represented a privately owned oil and gas producer in negotiations with an Asian, government-controlled oil company concerning a +$1 billion lease acquisition and joint development program in the Permian Basin of West Texas, New Mexico, and the Oklahoma Panhandle.
- Representation of a private equity sponsored midstream services company in the negotiation and documentation with the wholly-owned subsidiary of a major integrated oil company of multiple gas gathering, treating, and processing agreements and NGPA Section 311 firm gas transportation agreements pertaining to an East Texas pipeline system.
- Preparation of templates for a gas gathering and processing agreement, a NAESB gas purchase agreement, a master netting agreement, an intrastate gas transportation agreement, and an NGPA Section 311 gas transportation agreement for use by a private equity sponsored midstream services company on its East Texas pipeline system.
- Representation of a private equity sponsored midstream services company in the negotiation and documentation of a wellhead gas purchase agreement (non-NAESB) with a private equity sponsored oil and gas producer.
- Representation of a private equity sponsored midstream services company in the negotiation and documentation of an NGPA Section 311 Firm Gas Transportation Agreement, an Interconnect Agreement, and a NAESB Gas Purchase Contract with the operator of a liquefied natural gas terminal in the Golden Triangle area of East Texas.
- Representation of a private equity sponsored midstream services company in the negotiation and documentation of an NGPA Section 311 Firm Gas Transportation and Facilities Construction Agreement with the gas supplier of a liquefied natural gas terminal.
- Represented a publicly traded midstream company in the restructuring of a gas gathering and processing agreement with a producer to reduce the producer’s minimum annual gas volume commitment and its exposure to deficiency payments.
- Represented a publicly traded midstream company in a +$100 million long term, firm, “deliver or pay” gas transportation and blending transaction with the pipeline affiliate of a gas utility to provide gas transportation access to high CO2 residue gas from several Permian Basin gas processing plants.
- Represented a publicly traded oil and gas producer in a transaction with a private equity fund to monetize certain oil export and gas gathering pipelines in the deepwater Gulf of Mexico through the +$75 million sale of the pipeline assets to a special purpose entity and the producer’s execution of gas gathering and oil export agreements with the SPE.
- Represented a publicly traded pipeline company in a transaction with an independent oil and gas producer to monetize and further develop the producer’s existing gas gathering systems in East Texas, including the sale to a special purpose entity owned by the producer and the pipeline of the producer’s gathering assets and the execution by the producer of a gas gathering agreement and pipeline operating agreement with the SPE.
- Represented a special purpose entity owned by an independent oil and gas producer and an intrastate pipeline company in connection with a gas gathering agreement with the producer covering dedicated acreage in the Haynesville Shale Field in Louisiana.
- The Best Lawyers in America (Woodward/White Inc.), 2005-2023
- Lawyer of the Year – Houston, Natural Resources Law, 2021
- Natural Resources Law, 2005-2023
- Oil and Gas Law, 2010-2023
- Lawdragon 500 Leading Energy Lawyers, Energy Law, 2023
- Lawdragon 500 Leading Environmental & Energy Lawyers – Energy Law, 2021
- Who’s Who Legal: Texas, Energy, 2016, 2019-2020
- Super Lawyer, Super Lawyers by Thomson Reuters, 2007-2019
- “Top Lawyer” in Best of Houstonia, Houstonia Magazine, 2018
- Who’s Who in Energy, Houston Business Journal, 2012-2015
- AV Rated – Ethical Standards and Legal Ability, Martindale–Hubbell
- World’s Leading Energy & Natural Resource Lawyers, Legal Media Group, 2008, 2010, 2013, 2015
- Lawdragon Magazine
- Lawdragon Top 3000, 2010
- 500 Top Deal Makers in America, 2007
- 500 Best Lawyers in America, 2005
- “Covenants Running with the Land,” 48 St. Mary’s Law Journal 727-785 (2017)
- “A Primer on Marketing Hydrocarbons,” 44th Annual Ernest E. Smith Oil, Gas and Mineral Law Institute, The University of Texas School of Law Continuing Legal Education, 2018
- “Covenants Running with the Land,” 34th Annual Advanced Oil, Gas and Energy Resources Law Course, State Bar of Texas, September 2016
- “Gas Royalty Calculation 2015: An Update,” 33rd Annual Advanced Oil, Gas, and Energy Resources Law Course, State Bar of Texas, 2015
- “Selected Drafting Issues in Midstream Contracts,” 14th Annual Gas and Power Institute, The University of Texas 2015
- “A Primer on Production Payments,” 28th Annual Advanced Oil, Gas and Energy Resources Law Course, State Bar of Texas 2010
- “Uses of Net Profits Interests in Financing Oil and Gas Transactions,” 34th Annual Ernest E. Smith Oil, Gas and Mineral Law Institute, The University of Texas, 2008
- “Gas Royalty Calculation 2005 – An Update,” Volume 30 of the Section Report of the Oil, Gas and Energy Resources Law Section, State Bar of Texas, 2006
- “OCS Lease Conveyancing Issues – An Update,” Volume 26 of the Section Report of the Oil, Gas and Energy Resources Law Section, State Bar of Texas, 2002
- “Selected Issues in Deep Water Gulf of Mexico Operations,” 49th Annual Institute on Oil and Gas Law and Taxation, presented by Southwestern Legal Foundation (now the Center for American and International Studies), 1998
- State Bar of Texas – Oil, Gas, and Energy Resources Law Section, Past Chair
- Houston Bar Association – Oil, Gas and Mineral Law Section
- American Bar Association – Sections on Environment, Energy, and Resources and Business Law
- American Bar Association – Exploration and Production Subcommittee, Past Vice Chair
March 22, 2023Attorney News
Lawdragon Lists Six Jackson Walker Attorneys Among Leading Energy Lawyers of 2023
Jackson Walker partners Leonard Dougal, Meghan Griffiths, Peter Hosey, Jesse Lotay, Michael Nasi, and Michael Pearson have been selected to “The 2023 Lawdragon 500 Leading Energy Lawyers” list. Selection is limited to those who have been in practice for at least 10 years and is based on the publication’s individual research, submissions from firms and companies, and vetting with experienced lawyers in their respective areas.
August 18, 2022Attorney News
‘The Best Lawyers in America’ Honors 214 Jackson Walker Attorneys in 2023 Edition, Including 11 “Lawyers of the Year” and 41 “Ones to Watch”
The Best Lawyers in America has recognized 214 Jackson Walker attorneys across 6 offices and 79 specialty practice areas in its 2023 edition, including 11 Lawyers of the Year and 41 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
February 3, 2022Spotlight
In Memoriam: A Tribute to Amanda Shaw-Castro
We are deeply saddened to announce the passing of our friend and partner Amanda Shaw-Castro. Amanda was a rising star and leader who left behind a legacy of loyalty and kindness.
November 16, 2021Attorney News
‘Lawdragon’ Lists 15 Jackson Walker Attorneys Among 500 Leading Lawyers in Environmental, Energy, and Employment Law
Jackson Walker announces the selection of 15 attorneys to Lawdragon‘s list of the 500 leading practitioners in environmental and energy law and corporate employment law.
October 12, 2021Spotlight
Jackson Walker Ranks Among Top Energy Firms in Above the Law’s Outside Counsel Rankings
Above the Law has released its fourth annual Outside Counsel Rankings, which featured Jackson Walker among the list of the top 11 outside counsel in the energy industry. This marks the Firm’s fourth year to be ranked by clients in the energy sector.
August 19, 2021Attorney News
‘The Best Lawyers in America’ Honors 178 Jackson Walker Attorneys in 2022 Edition, Including 8 “Lawyers of the Year” and 31 “Ones to Watch”
The Best Lawyers in America has recognized 178 Jackson Walker attorneys across 6 offices and 67 specialty practice areas in its 2022 edition, including 8 Lawyers of the Year and 31 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
February 22, 2021Attorney News
Jackson Walker Boosts Energy Transactions Group With Addition of Pat Knapp in Dallas
Joining the Energy practice, Pat Knapp brings a wealth of experience handling corporate transactions and energy litigation as in-house and outside counsel to domestic and international upstream, midstream, and downstream energy companies.
August 20, 2020Attorney News
‘The Best Lawyers in America’ Honors 164 Jackson Walker Attorneys in 2021 Edition, Including 9 “Lawyers of the Year” and 25 “Ones to Watch”
Jackson Walker congratulates the 164 attorneys who were selected by their peers as Best Lawyers, including 9 Lawyers of the Year and 25 Ones to Watch, across 6 offices and 66 specialty practice areas.
January 28, 2020Attorney News
Jackson Walker Expands Real Estate and Transactional Practices With Addition of Joe Flack, David Parker, John Wittenberg, and Dana Murphy
During the month of January, Jackson Walker proudly welcomed Joe Flack, David Parker, and John Wittenberg as partners in the Houston and San Antonio offices. In addition, the Firm added Dana Murphy as senior counsel in the Dallas office.
September 4, 2019Attorney News
52 Jackson Walker Attorneys Named to 2019 ‘Texas Super Lawyers’ List by Thomson Reuters
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team.