Midstream

As part of an Energy Team of more than 225 attorneys, Holland & Knight has a dedicated Midstream Team that includes members with deep backgrounds in commercial, transactional, finance, regulatory, tax and environmental law. Its members also include former officers and in-house counsel to publicly traded and private midstream companies and producers.

From traditional oil and gas to cutting-edge renewable and energy transition initiatives, our team provides guidance on projects that span gathering, processing, transportation, fractionation, storage and marine loading. Our work includes onshore and offshore projects, as well as innovative clean energy projects such as stand-alone or combined traditional midstream initiatives with carbon capture and sequestration.

Our experience and familiarity with commercial and operational agreements, as well as operations within midstream companies, combined with our transactional and other practice experience, differentiate us and help us provide a better solutions-oriented approach for our clients.

Overview

Holland & Knight attorneys guide clients on the complete suite of midstream projects, including gathering, processing, fractionation, refining, storage, transportation (land and marine), trading and disposal of energy products and byproducts, such as natural gas, natural gas liquids (NGLs), liquefied natural gas (LNG), crude oil, refined and purity products and produced water. We also provide counsel on the transportation and sequestration of carbon dioxide and the collection, storage and delivery of advanced biofuels and renewable natural gas for clean energy initiatives.

Our experience includes both onshore and offshore midstream projects, including the development, construction and financing of floating production systems, lateral pipelines and subsea infrastructure. We have substantial experience representing management teams in the formation and organization of midstream companies, including securing significant capital commitments from and negotiating with private equity and family offices with respect to employment and equity related benefits.

Holland & Knight's Midstream Team also draws on experience from a wide range of practice areas that intersect with midstream projects, including energy and natural resources, transportation, environmental, real estate and land use, construction, corporate, litigation and dispute resolution, regulatory and compliance, tax, policy and legislative, labor and employment, and incidence response. We advise clients on the full spectrum of legal and transactional matters impacting midstream businesses, including commercial agreements, joint ventures, mergers and acquisitions (M&A), financings and daily operations.

Our Midstream Team works closely with experienced colleagues in our Oil and Gas, Environmental Policy and Advocacy, and Real Estate practices, as well as with our Transportation & Infrastructure Industry Sector Group, to advise on matters that involve midstream infrastructure designed to gather, store and transport such products by way of rail, trucks, maritime terminals and pipelines.

With a commitment to staying at the forefront of developing law and policy, we guide our clients in navigating opportunities arising from the Inflation Reduction Act (IRA) and other legislation providing tax incentives and government funding for clean energy projects, while also assisting clients in sustaining more traditional energy sources. As midstream companies work to comply with complex laws and regulations related to climate change, operators are increasingly evaluating new opportunities to engage in emerging clean technologies to help them achieve their carbon reduction, emissions and sustainability goals.

Holland & Knight is renowned for providing counsel across energy practices that are critical to midstream companies, consistently earning high rankings from Chambers USA, the Best Lawyers "Best Law Firms" guide and other respected legal publications. Law360 named Holland & Knight's Energy Practice a 2021 "Energy Practice Group of the Year" based on a wide range of renewable and traditional energy matters.

Transactional

Holland & Knight's Midstream Team handles a wide range of transactions in the midstream sector, not only providing transactional support but also helping companies develop forms that support commercial objectives while providing risk mitigation, credit support and best practices, all tailored to a client's specific risk and credit profile. In doing so, we regularly assist producers, pipelines, storage providers, commercial lenders, developers and contractors in projects across the globe. This experience includes:

build-lease-transfer (BLT), build-operate-transfer (BOT), build-transfer-operate (BTO), build-own-operate (BOO) and build-own-operate-transfer (BOOT) agreements
buy/sell agreements on affiliated pipelines
construction commitment and operating agreements
CO2, compressed natural gas (CNG) and fuel supply agreements
crude oil gathering, storage and blending agreements
disposal arrangements
engineering, procurement and construction (EPC) contracts
structuring Federal Energy Regulatory Commission (FERC) and state tariffs and related regulatory compliance, including open seasons
gas gathering, purchase, processing and fractionation agreements
line fill and product financings (both commercial lending and synthetic), including for product within pipelines and storage facilities
long-term well, area and lease specific dedications
master services agreements
minimum volume commitments
North American Energy Standards Board (NAESB) and party specific general terms and conditions for purchase and sale transactions
operations and maintenance agreements
pipeline and facility construction services agreements
pipeline connection agreements
pore space analysis and structuring in connection with CO2 leases and gas storage agreements
profit-sharing arrangements
purity product sales and transport agreements
refined products marketing and distribution agreements
service and management contracts
terminal storage and services agreements
third-party provider agreements
transmission, transportation and fuel supply agreements, including with respect to bit coin mining operations
undivided joint interest agreements, pipe-within-pipe structures and capacity lease agreements
water gathering agreements

Finance and Tax

Our lawyers assist private, nonprofit and governmental entities in structuring, negotiating and documenting a wide range of commercial finance and derivative products, as well as provide strategic counsel on related tax issues.

We incorporate advanced risk allocation and mitigation techniques to resolve complex issues encountered when financing infrastructure projects.

Our financing and tax experience includes:

commodity trading and risk management transactions
financing for oil, gas, NGL and LNG facilities, including maritime financing issues
industrial revenue bonds (IRBs) and other "private-use" exception project conduit bond financings
interest rate, commodity and weather contract swaps, options and other derivative management documents
issuances of equity
national, state and local taxation
Rule 144A and other capital market finance vehicles
tax-leveraged transactions
upfront and deferred cash payments for dedications

Litigation

When disputes arise within the project development and operation life cycle, we mobilize our international team of trial, arbitration and appellate attorneys to provide full-service litigation and support to clients.

Our litigation experience on behalf of midstream clients includes:

breach-of-contract disputes
construction and major equipment lawsuits
contested mergers, acquisitions and RFPs
defense of regulatory enforcement proceedings
force majeure claims and disputes
project finance and development disputes, including financial defaults
federal False Claims Act (FCA) litigation involving energy production
eminent domain and condemnation
property damage claims and catastrophic casualty losses, including related insurance issues

Regulatory and Federal Policy

Holland & Knight attorneys represent clients in structuring state and federal tariffs and in conducting open seasons, and in compliance, declaratory order and enforcement matters before FERC, the Federal Trade Commission (FTC), U.S. Department of Transportation (DOT) and its Office of Inspector General (OIG), U.S. Pipeline and Hazardous Materials Safety Administration (PHMSA), National Transportation Safety Board (NTSB) and U.S. Environmental Protection Agency (EPA), as well as before similar state regulatory agencies.

Our extensive experience includes counseling midstream clients on regulatory matters under the Dodd-Frank Act, as well as enforcement actions by the Commodity Futures Trading Commission (CFTC) and U.S. Securities and Exchange Commission (SEC) relating to the hedging of derivatives, trading of commodity futures, options and swaps.

Our Midstream Team works closely with our Public Policy & Regulation Group to provide guidance to clients on policymaking discussions in Congress and federal agencies. Our relationships with federal and state regulatory agencies enable us to represent clients aggressively in enforcement matters and investigations.

Labor and Employment

Our attorneys represent midstream management teams in the formation and organization of their companies, including in securing significant capital commitments from and negotiating with private equity, family offices and other sources of funding with respect to employment and equity related benefits.

We provide midstream clients with counsel on the full spectrum of labor and employment issues, from employment policies and training to benefits issues, as well as Occupational Safety and Health Administration (OSHA) and workplace safety compliance.

Incident Response

Our lawyers approach incident response and cybersecurity proactively by guiding clients in implementing compliance programs, as well as developing response strategies and action plans to protect both our clients' legal compliance and their business interests.

When incidents do occur, Holland & Knight's rapid response team is available to immediately advise on investigations, potential civil liability and enforcement actions by state and federal agencies, notification obligations, crisis management and engagement of third-party subject matter experts.

Our Midstream Team has the technical and legal background and experience to conduct state-of-the-art analysis, consulting, contract drafting and negotiation to address key cybersecurity considerations for our clients, including both informational and operational technology system issues affecting their assets.

Representative Engagements

Purchase, Buy/Sell, Gathering, Blending/Treating, Exchange, Processing, Fractionation, Transportation, Marketing, Terminaling and Storage (Including Marine)

A Permian Basin midstream company in the negotiation of a $950 million long-term crude oil gathering agreement and transportation services agreement with a publicly traded exploration and production company
The largest privately held midstream crude oil operator in the Permian Basin in a number of midstream transactions for crude oil gathering, transportation and purchase arrangements with a number of leading producers, with an aggregate value in excess of $2 billion
A leading midstream crude oil logistics provider in the acquisition of a subsidiary of a publicly traded E&P company, together with execution of two crude oil gathering agreements and a crude petroleum purchase and sale agreement for operations in the Permian Basin
A logistics partner in a terminaling agreement with a petroleum wholesaler as the anchor customer at a large petroleum export terminal in Port Arthur
A consolidator of natural gas E&P assets in gas gathering, processing and Y-grade purchase and sales agreements with large midstream companies
An oil and natural gas company in several natural gas midstream projects, including gathering, processing, purchase and redelivery agreements, fractionation agreements, gas compression services and product agreements
A water utility company in a water gathering and disposal agreement with a Denver-based DJ Basin operator
A major independent oil and gas exploration company on a complex natural gas sales and transportation arrangement involving the construction of two natural gas pipelines moving up to 350 million cubic feet of gas per day
An independent oil and natural gas company and its subsidiary in the negotiation of a water supply agreement with a municipality for the delivery of potable water produced alongside oil and gas operations
The acquiring entity of a CO2 capture and pipeline system
A midstream company in the negotiation of natural gas processing agreements, including an "aid in construction" agreement
A leading midstream crude oil logistics provider in the negotiation of a lease and crude oil exchange and release and revenue-sharing agreement among a producer and two midstream companies affecting crude oil dedications and transportation on a FERC pipeline in the Permian Basin
A crude oil marketer in a complex profit-sharing arrangement for downstream marketing of crude oil and refined products, as well as underlying crude oil purchase and sale agreements
A private equity-backed midstream company in transactions to serve as the construction manager for development of a new Texas crude oil gathering and storage system and to serve as operator for the developed system
The owner of a natural gas storage facility in the negotiation of a long-term lease with a major natural gas company
A major oil and gas producer in the negotiation of multiple agreements for the gathering and disposal of produced water in Texas and New Mexico, and for the construction and development of associated pipeline systems
A producer in agreements to procure diesel fuel and CNG for fuel for well site operations
A provider of flare capture and CNG technology in agreements to provide services and fuel supply to multiple producers
A waste disposal company in a water disposal agreement with a crude oil operator
An Atlanta-based wholesale fuel company in a series of agreements relating to the sale of petroleum products at the truck racks
A Denver-based independent oil and natural gas company in oil sales, gas gathering and processing agreements, and water disposal agreements
A diversified energy company that provides innovative midstream solutions on several liquid storage agreements
A frac sand company in terminal, trucking and distribution transactions and disputes
A Texas-based energy company in the development of a Midland oil refinery to serve major producers in the area, including with respect to product offtake agreements and regulatory analysis (including RINs)
A diversified energy manufacturing and logistics company in oil logistics contracts
An energy supplier in a series of LNG sales agreements and related logistics agreements
An independent oil and natural gas company in several gas gathering and processing agreements for rich gas
A Brazilian producer in a marketing and offtake agreement for marine transportation of crude oil produced in Brazil
A large London-based chemicals and products company in setting up a U.S. trading operation for domestic and imported oil and refined products, including in developing their trading forms, regulatory compliance, risk mitigation and credit standards

Pipeline and Facilities Construction, Capacity Leases and Undivided Joint Interest Agreements

A leading midstream company in a 15-year, $189 million construction commitment agreement and pipeline capacity lease with a Midland, Texas-based company for crude oil midstream activities in the Permian Basin
A Permian Basin midstream company in pipeline construction and capacity lease agreements for development of two crude oil gathering pipelines in New Mexico
A midstream logistics services company in the development of a planned system of terminals and pipelines to transport refined products from Corpus Christi, Texas, to Monterrey, Mexico
Two large Texas-based midstream companies in undivided joint interest agreements
A midstream logistics services company in a number of terminaling and storage services agreements, including for the loading of marine vessels
A leading midstream crude oil logistics provider in the Permian Basin in the development of a master crude oil storage and terminaling services agreement
A diversified energy company that provides innovative midstream solutions and its joint venture in the development of a petroleum export facility and related Sabine Bayou Pipeline in Port Arthur, Texas, including land, regulatory, FERC, commercial and other matters
A company that owns and operates interstate natural gas and oil pipeline systems in the greenfield development of a 7 million-barrel storage and export facility located on the Houston Ship Channel
A leading provider of essential energy infrastructure in a lease, operating agreement and development agreement for the construction and operation of a 1 million-barrel crude oil storage facility in Cushing, Oklahoma

A midstream pipeline company in its formation of a strategic partnership with two oil and gas exploration companies for the development of a Texas-based FERC crude oil pipeline
A large Houston-based capital provider in multiple offshore Gulf of Mexico drilling and development projects, including with respect to the developments, acquisitions, financings and sales of floating production systems, lateral oil and gas pipelines, subsea infrastructure, bonding and decommissioning obligations
A major midstream company in a joint venture for development of a natural gas fractionation unit, including negotiation of a fabrication/EPC contract, refining agreement and NGL terminaling and storage agreement
A large Asia-based company in a joint venture for development of a natural gas liquids export project, which included detailed evaluation of the regulatory environment, intrastate and interstate pipeline ownership and operations, storage facilities, product purchase and sale agreements, and domestic and international transportation issues
A full-service natural gas and NGL midstream company and its subsidiary in forming a joint venture to develop midstream assets in the Western Delaware Basin with a subsidiary of an oil and gas partnership
A producer and anchor customer in a joint venture for the development of a natural gas gathering and compression system in the Midland Basin, including a long-term gathering, processing and purchase agreement
A natural gas producer in transactions involving a midstream joint venture for the development of a natural gas gathering system in Haynesville and in commercial agreements for the developed system
A midstream company in a joint venture for the development, construction and operation of a significant oil and natural gas gathering and processing system in Oklahoma, including long-term oil and gas gathering and processing agreements as well as development, construction and operations agreements
A saltwater disposable company in a joint venture with a Denver-based operator for the development and operation of a water gathering system
An Atlanta-based wholesale fuel company in joint venture with a refiner relating to supply and operation of gas stations
A leading provider of essential energy infrastructure in a joint venture with one of the largest North American energy infrastructure companies to build and operate an export terminal located on the Houston Ship Channel
The developer of a large CO2 sequestration facility in North Dakota in the negotiation of a joint development agreement and sequestration services agreement and in connection with analysis of pore space and other project considerations

Affiliates of an energy industry growth capital firm in the development, acquisitions and commercial agreements related to a gas gathering and processing midstream services company located in east Texas and western Louisiana, as well as in the sale of the company
A diversified energy company that provides innovative midstream solutions in the sale of a terminal asset in Brownsville, Texas to a sustainable energy capital group
A full-service natural gas and NGL midstream company in the acquisition of a Texas natural gas gathering system
A Texas-based, Y-grade pipeline company in the sale of a 36.4 percent interest in Phase II of its FERC interstate NGL pipeline running from New Mexico to Texas as a "pipe-within-pipe" structure
A midstream pipeline company in the purchase of a propane pipeline in Texas
The subsidiary of a San Antonio based midstream company in the $56 million purchase from an interstate grain distributer of its remaining 38-year interest in a ground lease located on the Tule Lake Ship Channel in Corpus Christi, Texas, for the purpose of developing a crude oil terminal at the terminus of the company's 730-mile interstate crude oil pipeline
A Chinese national oil company in the $42 million sale of interests in certain offshore midstream assets to a subsidiary of a publicly traded natural gas processing and transportation company
A leading global energy commodities merchant and infrastructure asset investor in the sale of a pipeline in New Mexico
A midstream partnership in its $2 billion merger with a growth-oriented limited partnership that owns, operates, develops and acquires midstream energy assets
A leading provider of essential energy infrastructure in the sale of a cross-border liquids pipeline system in Brownsville, Texas, and Matamoros, Mexico
An energy infrastructure company in the acquisition of two saltwater disposal wells from an oil and gas exploration and production company
A private equity firm in the sale of an independent public storage terminal operator to a global independent infrastructure provider
A Dallas-based midstream company in acquisitions from one of North America's largest energy infrastructure companies for gas gathering assets, processing facilities and natural gas pipelines located in Texas and Louisiana
An integrated energy products and services company in the acquisition of a large crude oil trucking business in multiple states
A natural gas services company in the acquisition of a gas pipeline from El Paso and in the sale of a Texas propane business to the largest retail propane distributor in the U.S.
A private equity firm in the sale of a terminal and marketing business in Mobile, Alabama
A private equity firm in the sale of its Canadian-based petroleum marketing business to a Calgary, Alberta-based energy and retail company
A California based water utility in the development and sale of its wholly owned subsidiary to a Texas river authority that provides stewardship for the water resources in its 10-county statutory district
One of the largest national water utilities in the acquisition of two water utilities in central Texas
A leading provider of energy infrastructure in the sale of a terminal in Rensselaer, New York, to one of the largest independent suppliers of energy and materials in the Northeast

One of the nation's largest banks in a $2 billion revolving credit facility for a Texas-based, publicly traded midstream company
One of the nation's largest banks in a $1.4 billion revolving credit facility for a Dallas-based midstream company and its Canadian subsidiary
A Mexico-based oil and gas company, as borrower, in six project financing transactions, totaling $373 million, for the development, design, construction and maintenance of offshore pipelines
A Dallas-based midstream company in a $200 million syndicated senior secured revolving credit facility
A leading global financial group and a leading provider of administrative services in Brazil in connection with the $8.7 billion financing of a French multinational utility company's acquisition of Brazil's largest pipeline company
An independent midstream company in a $150 million financing to develop oil and gas transportation and processing infrastructure in Argentina
A Y-grade pipeline owner in an off-balance sheet, line fill financing with a major commercial bank
A large Boston-based fund in its investment in a produced water transport business in Texas
The management team in the formation of – and in the negotiation with a private equity firm for approximately $30 million in funding commitments for the funding and development of – a national water and wastewater services company based in Texas
The management team in the formation of – and in the negotiation with a private equity fund for $150 million in funding commitments for the development of – a midstream oil and gas company for operations in the Anadarko and other basins
The management team in the formation of – and in the negotiation with a large infrastructure fund for more than $1 billion in funding commitments for the development of – a national midstream oil and gas company based in Texas

Producers and midstream companies in the review, compliance and filings of rates and rules and regulations tariffs before the Railroad Commission of Texas and FERC
A publicly traded natural gas transmission company in air compliance audits of 16 midstream facilities, including gas processing plants and compressor stations located in Clean Air Act nonattainment areas in Texas
One of the largest oil producers in Texas on a compliance audit of its permitted, regulated and unregulated pipelines for a gathering system, including voluntary disclosures and correspondence with the Railroad Commission of Texas in connection with an audit under the Texas Environmental, Health and Safety Audit Privilege Act
A diversified energy company that provides innovative midstream solutions and its logistics partner in a $250 million dispute with a petroleum wholesaler for alleged breaches of a terminaling services agreement
A Houston-based midstream and upstream company in environmental regulatory advice, including matters involving source aggregation under the federal Clean Air Act and implementing state laws, applicability of U.S. EPA Risk Management Plan Requirements to oil and gas operations, applicability of National Emission Standards for Hazardous Air Pollutants for engines, permitting requirements for storm water discharges and air emissions, environmental issues related to closure of production pits, remediation measures to address groundwater contamination discovered in connection with a well site, and negotiation with the U.S. EPA of a Consent Agreement and Final Order related to a spill that resulted in contamination of surface water
A Texas-based midstream company in soil and groundwater contamination and associated remediation plans as a result of a former owner’s operations of a gas processing plant and compressor station, including advising on required reporting to the Railroad Commission of Texas and landowner negotiations related to the remediation plans
A Texas-based oil and gas company regarding claims for civil penalties and recovery of costs incurred by the U.S. Coast Guard in responding to the release of oil associated with the testing of a pipeline in Louisiana
A leading global resources company in conducting multiple air quality compliance audits of midstream oil and gas facilities and a marine condensate loading facility, which included voluntary disclosures on behalf of the client to the Texas Commission on Environmental Quality pursuant to the Texas Environmental, Health and Safety Audit Privilege Act, as well as advice on air permitting and the applicability of New Source Performance Standards, National Emission Standards for Hazardous Air Pollutants and Maximum Achievable Control Technology requirements
A publicly traded midstream company in the litigation of rights under a joint venture agreement and other agreements with another publicly traded midstream company with respect to claims for breach of contract and affiliate abuse