Energy & Mining - Brownstein Hyatt Farber Schreck

The natural resources sector is in constant flux. Regulations change rapidly, technology advances quickly and markets are both global and volatile. From the nation’s capital and throughout the West, oil and natural gas, mineral extraction and alternative energy companies turn to us to overcome regulatory hurdles and comply with increasing government oversight. In this complex, and at times uncertain, sector our attorneys draw on their significant natural resources experience to help clients achieve success.

Representative Matters
  • Represented Real Goods Solar, Inc. in a $2,800,000 public offering of units, each unit consisting of one share of Series A 12.5% Mandatorily Convertible Preferred Stock, and one Series H Warrant to purchase approximately 181.8181 shares of Class A common stock.

  • Represented Boulder Ventures and its affiliated investor group in a Series A preferred stock investment in Black Bear Energy, Inc.

  • Successfully represented large mine in multi-million dollar tax dispute with county.

  • Representing an oil and gas support services client in the negotiation of a build-to-suit lease for construction of a new operating facility.

  • On behalf of large, privately-held oil and gas company, obtained dismissal with prejudice at motion to dismiss stage of all claims in shareholder derivative action. On appeal.

  • Represented Renewable Energy Systems Americas Inc., a leading developer and operator of clean energy projects, in the financing of two utility-scale energy storage facilities (39.6 MW) in the greater Chicago area.

  • Assisted oil & gas company with establishment and design of ERISA-compliant and IRC 409A-exempt severance compensation program in connection with reduction in force.

  • Representing a Fortune 500 energy services company in a matter pertaining to numerous large infrastructure project issues, including the federal permitting process with the Department of Defense and related agencies. Additionally, the client is provided with risk advisement and litigation related services regarding multiple regulators for various project approvals.

  • Successfully represented employers in union organizing campaigns where the employers did not believe that unions were not needed in the workplace and negotiated first collective bargaining agreements.

  • Represented Freeport LNG Investments, LLLP in connection with a loan in excess of $1 billion from IFM Global Infrastructure Fund and Highbridge Principal Strategies, secured by Freeport LNG Investments, LLLP's direct and indirect interests in Freeport LNG Development, L.P., an LNG import/export facility in Freeport, Texas.

  • Served as Nevada counsel to Quantum Utility Generation, LLC in connection with its purchase of general partnerships that together own an approximately 85 megawatt cogeneration facility located in Clark County, Nevada.

  • Represented NGL Water Solutions Bakken, LLC, a subsidiary of NGL Energy Partners, in its acquisition of two salt water disposal facilities from WaterWorks Corral Creek, LLC, and Saltwater Disposal Systems, LLC. Both facilities are located in the Bakken shale play in North Dakota.

  • Represented WestWater Energy, LLC and certain of its subsidiaries, which, among other things, operate evaporation ponds and solid waste disposal facilities in Colorado, Utah and Wyoming, in the sale of assets related to such evaporation ponds and disposal facilities to OWL Rockies, LLC and its affiliates.

  • Successfully represented the Colorado Oil and Gas Association in litigation against Lafayette, Fort Collins, and Longmont regarding bans or moratoria on hydraulic fracturing activities, prevailing on summary judgment in each matter. This litigation involved precedent-setting issues pertaining to state versus local preemption of oil and gas activities, and culminated in two rulings by the Colorado Supreme Court striking down Longmont's ban and For Collin's five-year moratorium on hydraulic fracturing.

  • Successfully represented a large oil and gas company in a high profile regulatory proceeding before the Colorado Oil and Gas Conservation Commission regarding potential violations related to the company's deep water injection wells and low-level earthquakes in the region. This work included assisting the company in obtaining permits for new deep water injection wells.

  • Represented RGS Energy in its private offering of equity securities for gross proceeds of approximately $7 million.

  • Represented RGS Energy, a nationwide leader of turnkey solar energy solutions for residential, commercial, and utility customers, in its acquisition of Elemental Energy, LLC, a full-service solar energy firm operating under the Sunetric brand, based in Oahu, Hawaii.

  • Represented DigitalGlobe in its acquisition of Spatial Energy, a leading source for digital imagery and related services to the energy industry.

  • Represented NRC Group LLC, a San Antonio, Texas based natural resources investment firm, and McCombs Family Partners Ltd., the investment management division of the family office of Billy Joe "Red" McCombs, in a recapitalization of Dave's Flow Measurement, a natural gas flow measurement and meter tube fabrication company.

  • Represented RGS Energy in its acquisition of Mercury Energy, an east coast solar integrator. RGS Energy acquired Mercury Energy through a stock for stock merger pursuant to which Mercury shareholders were issued registered shares of RGS Energy Class A stock registered on a form S-4 Registration Statement. The transaction required shareholder approval of both RGS Energy and Mercury Energy shareholders.

  • On behalf of a Fortune 50 company, successfully defeated an effort by Congress to impose a sanctions framework on foreign parent with devastating consequences to our client.

  • Led the Washington DC effort in the agencies and on Capitol Hill to permit an LNG export facility.

  • Represented Noble Energy and WPX Energy in opposing potential state-wide ballot initiatives impacting oil and gas operations. This work included devising a legal and government relations strategy to oppose twelve different ballot measures.

  • Represented Real Goods Solar, Inc., a solar energy company, in an underwritten secondary public offering of units consisting of common stock and warrants for gross proceeds of $20,060,000. The warrants and the common stock issued as part of the units were issued under an effective registration statement on Form S-3.

  • Lead counsel for defendant mining and exploration company in Federal court in Texas for trade secrets theft and trademark and trade dress infringement. Successfully moved to dismiss the action and transfer the case. The case settled favorably thereafter.

  • Represented Prospect Global Resources Inc. (Nasdaq: PGRX), a Denver-based public company that is developing a potash mine in northeastern Arizona, in a public offering of units consisting of common stock and warrants to purchase common stock.

  • Represented one of the larger solar energy installers in the residential and commercial sectors in the U.S. in its successful completion of a $9,000,000 PIPE Investment.

  • Brownstein is collaborating with a greenfield mining company to implement an infrastructure development program that minimizes the length of time necessary to complete the state and federal permitting process.

  • Represented North Shore Energy, LLC in preparation and negotiation of Series B Preferred Purchase Agreement and related transaction documents.

  • Represented EMS USA, Inc. a pipeline operations and maintenance company, in the sale of its Leak Detection and Repair Division and its Analytics Division.

  • Brownstein represented Alliant Energy in obtaining a $60,000,000 Term Loan from JPMorgan Chase Bank as Lender for its subsidiary, Franklin County Holdings LLC to finance Franklin County Wind Farm.

  • Represented Prospect Global Resources in its initial public offering and follow-on public offerings.

  • Represented Prospect Global Resources, which is developing a potash mining facility in Arizona, in negotiating and signing a ten year supply agreement with a Chinese chemical company. Gross proceeds from the minimum purchase amount under the agreement will be at least $2 billion and represent approximately 25% of the mine's expected annual production.

  • Represented Colorado Oil and Gas Association in multiple cases challenging ability of local governments to regulate certain production techniques.

  • Successfully defended mining company in inquiry by Securities and Exchange Commission.

  • Successfully represented large oil and gas exploration company in dispute with another energy company over rights under a midstream contract.

  • Represented North Shore Energy, LLC in its equity and promissory note investment in New Sky.

  • Pursued claims on behalf of an international mining company for breach of contract relating to a coal supply agreement.

  • Represented Griffis Residential in formation of a $1 billion real estate investment fund.

  • Served as Nevada counsel and issued Exhibit 5 and local counsel opinions in connection with universal shelf registration and high yield debt offering of $200,000,000 principal amount of 12.5% Senior Notes due 2019 issued and sold by Thompson Creek Metals Company Inc. and guaranteed by its subsidiaries, including Nevada guarantors.

  • Served as Nevada counsel to Triangle Petroleum Corporation in connection with its guaranty of the obligations of its wholly-owned subsidiary, as borrower, under a secured credit facility, and the issuance of an opinion to the agents and lenders.

  • Served as special Nevada counsel and issued an opinion letter on behalf of Centennial Asset Mining Fund, LLC in connection with its pledge of shares of OGX Petroleo e Gas Participacoes S.A. to guarantee a loan borrowed by AUX Luxembourg S.a r.l. from Banco Bradesco S.A.

  • For a utility client, worked to modify onerous EPA regulations and coordinated a strategy to amend those rules, including meetings with senior agency officials and other Administration policy makers. Also enlisted a congressional strategy that brought together a coalition of Members to push for a more favorable outcome in the rules. Ultimately, the EPA amended the rules in a way that saved our client hundreds of millions of dollars.

  • On behalf of First Solar, NRG Solar, and others, evaluation of New Mexico state and local tax burdens on utility-scale PV and solar thermal projects; evaluated potentially applicable state and local tax incentives; drafted and lobbied legislation to clarify ambiguities and gaps in existing law; assisted in structuring project related transactions to minimize state and local tax burdens; and assisted clients in the administrative aspects of implementing tax strategy. Tim has also represented several utility scale wind farm developers on similar issues.

  • Represented Public Service Company of Colorado, an Xcel Energy company, in connection with the design, construction and leasing of a new 400,000 square foot office building for its new regional headquarters. Designed with a LEED-CS Platinum-certified shell, it is the first LEED Platinum high-rise office building in the country.

  • Represented a renewable energy company and its subsidiaries on corporate and contract issues regarding three wind farms in Wisconsin, Iowa and Minnesota. Corporate work included negotiating and drafting joint venture structure and equity financing documents. Assisted the companies with negotiating and drafting master supply agreements, and operations, maintenance and supply agreements with vendors and contractors. Finally, assisted with analysis and negotiations concerning the availability of Section 1603 cash grants for its properties.

  • Served as Nevada counsel and issued an opinion letter on behalf of Thompson Creek Metals Company Inc. and certain of its Nevada subsidiaries which were guarantors in connection with a $350 million senior notes offering.

  • Successfully advised and defended independent directors and company in mergers and acquisition litigation.

  • Represent Cotter Corporation, a large uranium production company, in the long-term remediation of its property in litigation actions with private parties, including all issues pertaining to land use and environment, surety and environmental matters. This representation is ongoing and includes successfully defending the company in litigation brought by environmental groups regarding the remediation, negotiating a complex cleanup settlement with federal and state environmental authorities, and overseeing each step of the remediation.

  • The firm is assisting Rosemont in development of one of the largest copper mines in the world. Specifically, we are advising the company on all aspects of obtaining NEPA and and Endangered Species permitting issues. We are also working closely with Rosemont to promptly obtain all necessary air, water and land use approvals.

  • Represented a uranium mining company in obtaining NEPA approval and to address federal and state stipulations regarding the Sage Grouse. Brownstein is working closely with the company to make sure that federal and state regulations are reasonable and permit ongoing production.

  • Represent a number of mines and quarries in Colorado, New Mexico, Wyoming, and South Dakota in obtaining NEPA and other federal approvals, as well as all necessary state and local land use and environmental permits.

  • Represented Intercontinental Potash Corp. in all aspects of developing one of the largest potash mines in the country. Representation included guiding the company through every aspect of the multi-year NEPA and the Endangered Species Act permitting process and obtaining all necessary federal, state and local permits.

  • Served as Nevada counsel and issued multiple local counsel opinions on behalf of Centennial Asset Mining Fund LLC, as a guarantor of the obligations of a Brazilian affiliate under a debt assignment and amendment to loan agreement. This was in connection with financing for the acquisition of a Canadian public company and as guarantor in a financing involving an affiliated Brazilian public company.

  • Represented U.S. Geothermal Inc. in the development and construction of its $137 million, 22-megawatt-net geothermal power plant in Oregon. Part of the project financing included negotiating a loan and a loan guarantee with the U.S. Department of Energy and the Federal Financing Bank for this leading renewable energy geothermal development company.

  • We represent NRG Energy, a Princeton, NJ Fortune 500 energy company, that is developing solar, wind and nuclear generating facilities in obtaining U.S. Department of Energy loan guarantees for its Southwest solar generation facility and Texas wind farm. We are also assisting with a solar project in Antelope Valley, California with respect to water rights and CEQA/NEPA review. In the 2010 Legislature, we also drafted successful legislation for NRG Solar.

  • Served as local Nevada counsel to Petroleum Development Corporation and its Nevada subsidiary, Unioil, in connection with the amendment of its existing credit facilities, and issued a local counsel opinion.

  • Representation of a national solar module manufacturer in connection with tax incentives on a solar photovoltaic project in Clark County, Nevada

  • Represented an oil and gas company with respect to its public securities compliance matters including annual meetings and notice-the-access-compliance, proxy and executive compensation disclosures and reports on Forms 10-K, 10-Q and 8-K. Sections 13 and 16 reporting obligations.

  • Represented Freeport LNG Investments, LLLP in the sale of significant economic interest in a liquefied natural gas receiving facility to international infrastructure funds.

  • Represented Recovery Energy, Inc. in its purchase of 19 working wells in Colorado, Nebraska, Wyoming, Kansas, Oklahoma and Texas. Also represented Recovery Energy, Inc in a $23 million equity private placement.

  • Represented an oil and gas public company in its successful private placement to 32 accredited investors (as defined in Regulation D) valued at $793,732.

  • Won dismissal on behalf of Gunnison Energy Corporation in a Section 1 and Section 2 gas transportation antitrust case seeking more than $100 million in Federal Court in Denver. Also successfully represented Gunnison Energy in several challenges on state and federal preemption grounds to county regulations governing oil and gas operations, acquisition of mineral assets and defended them in Federal District Court in a challenge to Federal permits for recomplete gas wells.

  • Represented a sand and gravel operator in a state court challenge to the denial of a county special use permit, in its defense against a challenge to its MLRB permit, and in obtaining a water augmentation plan to offset evaporative depletions.

  • Represented a large coal company as the seller against a buyer for breaching a coal supply contract.

  • Serves as employment counsel for various national companies in industries ranging from health care, energy and engineering/construction to manufacturing, retail and telecommunications. Brownstein provides both pro-active counsel and litigation services for these companies.

  • Worked with a coalition of renewable energy interests, including a wind energy company, to create a new grant program at the Department of the Treasury. The program, which would allow renewable energy companies to apply for a grant for up to 30% of the cost of a renewable energy project, was created through passage of the American Recovery and Reinvestment Act.

  • On behalf of a wind energy producer and biofuels producers, worked with a coalition of renewable energy sources to ensure that the American Recovery and Reinvestment Act included an important provision extending the production tax credit (PTC) for renewable resources for three years.

  • The Firm is providing advice and guidance on the sale of power from major wind farm facilities (up to 1500 MW) in Mexico to investor owned and public utilities in California, including securing cooperative agreements for transmission capacity, framing and wheeling, qualifying and registering projects with the California ISO (CAISO) and Energy Commission (CEC) as renewable energy projects, negotiating Power Purchase Agreements (PPAs), securing financing for projects and/or joint venture agreements, negotiating design, construction and operational agreements, and securing and unbundling Renewable Energy Credits (RECs) for the project.

  • Served as lead counsel for Freeport LNG Development, L.P. in the structuring, strategy and development of a liquefied natural gas (LNG) receiving and regasification facility in Texas. The firm acted as lead counsel in the structuring, negotiating and documenting of financing for the construction of the facility, development of a 7.5 billion cubic foot underground salt cavern gas storage facility, and expansion of the terminal, which included approximately $750 million in financing from ConocoPhillips Company and a $453 million private placement note issuance. Brownstein also oversaw the negotiation of long term terminal use agreements (TUA) with Dow Chemical Company and ConocoPhillips Company. The firm continues to serve as outside general corporate counsel to Freeport and its subsidiaries in all aspects of their businesses, including pursuing the redevelopment of the project into a liquefaction and export facility at a cost of $14 billion.

  • Represent Edison Mission Energy in zoning and land use matters related to obtaining entitlements for construction of a solar energy project in Santa Barbara County, California. Representation includes environmental review, amendment of the zoning ordinance to provide for solar projects in agricultural zones, and conformity with the Williamson Act (Agricultural Preserve).

  • Represent Signet Solar Inc. in a Department of Energy loan guarantee transaction and project financing associated with its Sun Kachina PV production facility in Belen, New Mexico.

  • Represent Honeywell International Inc. in its biofuels certification and Department of Energy grant processes.

  • Acted as interim general counsel for engineered mineral products company. Brownstein coordinated all company transactional matters, managed litigation and handled human resources matters.

  • Provided strategic counsel to Bion Environmental Technologies, Inc. in establishing federal-level guidance for a nutrient trading program and in evaluating the possibility of a cellulosic-styled tax credit that would apply to Bion's process for producing cellulose-based renewable energy. Brownstein facilitated meetings with the U.S. Environmental Protection Agency (EPA), the Council on Environmental Quality (CEQ), key members of Congress and other strategic government officials to discuss the issue of basin-wide nutrient trading and energy production from Bion's integrated facilities.

  • Advised Gunnison Energy on issues related to compliance with Colorado's evolving water laws governing water produced from coal bed methane wells.

  • Represented a large utility provider in a case involving multi-plaintiff discrimination claims. Brownstein obtained judgment in favor of the client as a matter of law. The Tenth Circuit, on appeal of the District Court's ruling, issued a published opinion regarding the lawfulness of our client's actions and hiring processes in particular.

  • Represented Real Goods Solar, Inc. in the acquisition of Independent Energy Systems, Inc., its third acquisition in the solar energy integration business in less than a year.

  • Provided local counsel representation and opinion to Crusader Energy Group in connection with a credit facility.

  • Represented a Colorado solar company in successfully negotiating and installing a large solar project in an army base in Afghanistan.

  • Represented Aspect Abundant Shale, a Denver-based energy and natural resources company, in its $250 million sale of two natural gas wells in Arkansas to a Texas-based oil and natural gas company.

  • Represented Real Goods Solar, Inc. in the acquisition of Carlson Solar, Inc., a California company.

  • Represented a group of companies in a partnership dispute involving six simultaneous litigation matters spread out over several states. The disputes were resolved through the successful sale of the joint venture.

  • Represented Real Goods Solar, Inc. in the acquisition of Marin Solar, Inc., its first acquisition in the solar energy integration business.

  • Successfully defended Trans-Canada Pipeline, a large Canadian pipeline company, in a gas transportation antitrust case in Federal Court in Montana. Paladin Associates v. Montana Power et al.

  • Brownstein represents Amyris Biotechnologies, a leading Bay Area biofuels and bioproducts company, in negotiating a $25 million cooperative agreement with the U.S. Department of Energy in expanding its Emeryville, CA biorefinery that uses sorghum to create renewable diesel.

  • Provided appellate defense in Court of Appeals and Supreme Court of CEQA challenge to California Public Utilities' rulemaking related to liquefied natural gas (LNG) on behalf of major utility.

  • Represented the developer of the first wind project in Santa Barbara County, providing land use, permitting, and environmental compliance advice related to statutes such as the California Environmental Quality Act, Endangered Species Act, Clean Water Act, Coastal Act, and Federal Coastal Zone Management Act.

  • Brownstein represents U.S. Geothermal in developing legislation to amend the Steam Act of 1970 allowing more efficient and faster development of geothermal resources on lands adjacent to federal lands. The legislation intends to blunt the effects of speculators on federal leases that have no intent to develop the resource and produce energy. The firms is also providing U.S. Geothermal with project finance transactional counsel in the development and construction of their $137 million, 22 megawatt Neal Hot Springs Geothermal Project near Vale, Oregon. Finally, we are representing U.S. Geothermal in negotiating a loan and loan guarantee with the U.S. Department of Energy and the Federal Financing Bank.

Meet The Team

Ronda L. Sandquist Shareholder T 303.223.1191 rsandquist@bhfs.com
Steven C. Demby Shareholder T 303.223.1119 sdemby@bhfs.com
Jeffrey M. Knetsch Shareholder T 303.223.1160 jknetsch@bhfs.com
Mark J. Mathews Shareholder T 303.223.1179 mmathews@bhfs.com
Elizabeth D. Paulsen Shareholder T 303.223.1187 epaulsen@bhfs.com
Michael T. Fife Shareholder T 805.882.1453 mfife@bhfs.com
Martha L. Fitzgerald Shareholder T 303.223.1472 mfitzgerald@bhfs.com
Wayne F. Forman Shareholder T 303.223.1120 wforman@bhfs.com
Christine A. Jochim Associate T 303.223.1163 cjochim@bhfs.com
Gary M. Kvistad Shareholder T 805.882.1414 gkvistad@bhfs.com
Lawrence J. Jensen Shareholder T 202.747.0509 ljensen@bhfs.com
Christine A. Samsel Shareholder T 303.223.1133 csamsel@bhfs.com
Hal Stratton Shareholder T 505.724.9596 hstratton@bhfs.com
Martine Tariot Wells Associate T 303.223.1213 mwells@bhfs.com
Ryan Waterman Shareholder T 619.702.7569 rwaterman@bhfs.com
Don Perata Policy Director T 916.594.9717 dperata@bhfs.com