Special Institute on

Financing Oil & Gas and Mining Acquisitions and Projects

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Thursday Morning

Registration

  1. ALEX RITCHIE

    Executive Director Rocky Mountain Mineral Law Foundation, Westminster, CO
  2. Rebecca W. Watson

    President, Rocky Mountain Mineral Law Foundation Welborn Sullivan Meck & Tooley, P.C., Denver, CO
  3. Joel Benson

    Partner Davis Graham & Stubbs LLP, Denver, CO
  4. Lee Fanyo

    Director Lewis, Bess, Williams & Weese P.C., Denver, CO
  5. JARED A. HEMBREE

    Partner Hinkle Shanor LLP, Roswell, NM

Introductions and Opening Remarks

  1. Lee Fanyo

    Director Lewis, Bess, Williams & Weese P.C., Denver, CO
  2. JEREMY GRIGGS

    Guggenheim Partners, Houston, TX

Business Overview of the Current Climate for Financing: Debt, Equity (Private and Public), and Alternatives

  • Overview of various financing transactions, the sources of private and public equity, debt, and capital, and the methods for securing such financing
  • Banking perspective of legal issues and documents commonly encountered
  • Perspective on current trends
  • Changes in the private equity model

  1. MONICA K. LOSEMAN

    Gibson, Dunn & Crutcher, LLP, Denver, CO

Securities Issues in Energy Transactions

  • Are interests in oil and gas a security? If yes, now what?
  • How Dodd-Frank changed the way that certain oil and gas  transactions should be structured
  • Crowdfunding for investments in energy projects
  • Broker dealer and investment adviser issues faced by participants in upstream and midstream transactions
  • Private placements, Regulation D, and related regulatory efforts
  • Enforcement

Hosted Refreshment Break

  1. TREVOR WOMMACK

    Latham & Watkins, Houston, TX

Negotiating Loan Documents – Counterpoint Discussion Between Lender and Borrower Perspectives

Examination of the top 10 issues in negotiating loan documents from both the lender’s and borrower’s perspectives, including:

  • Common negotiated terms
  • Restrictive covenants
  • Default provisions - notice and opportunity to cure
  • Collateral security
  • Guarantees

Lunch – On Your Own

Thursday Afternoon

  1. John T. Bradford

    Of Counsel Liskow & Lewis, Houston, TX

Taxation of Mineral Financing Transactions

  • Overview of the treatment of equity, debt, convertible debt, streaming, and royalties
  • Review of significant changes from the 2017 tax bill
  • Tax treatment of financing in the U.S. versus Canada and implications of the U.S./Canada tax treaty
  • Using tax preferred jurisdictions and its impact on domestic resource companies
  • Tax partnerships

  1. ALLISON MCKENNA DONOVAN

    Hogan Lovells US LLP, Denver, CO
  2. David G. Ebner

    Lohf Shaiman Jacobs Hyman & Feiger PC, Denver, CO

Who Is Your Client in Complicated Financings and What Duties, If Any, Do You Owe to Other Related or Interested Parties?

  • In a lender syndicate, do you represent each lender?  Just the Administrative Agent?  What duties do you owe to members of the syndicate?
  • If your resources company client is 95% owned by a private equity fund and 5% owned by management, who is the client and what are the duties?
  • If your financing party has a founder and 10% shareholder, for whom your firm also does separate work, who is the client and what are the duties?
  • If your client is a joint venture and your firm also represents its individual members, who is the client and what are the duties?
  • Applicable ABA Model Rules of Professional Conduct will be addressed

Hosted Refreshment Break

  1. ELLEN M. CONLEY

    Haynes and Boone, LLP, Houston, TX

Basics of Foreclosure: What Can the Financing Party Do, and When Can It Do It?

  • Procedures for foreclosing upon real property, as-extracted collateral, and stock foreclosures
  • Financing party options and strategies
  • Discussion of Sabine and how to address its implications
  • The role of forbearance agreements and waivers, and commonly included and negotiated terms of each
  • Best practices and defenses for the borrower
  • Treatment of mineral leases in bankruptcy
  • Planning for failure: drafting tips for financing documents at the outset

Hosted Reception for Registrants, Speakers, and Guests

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Friday Morning Oil & Gas

  1. KATE DAY

    Senior Partner Bracewell LLP, Houston, TX

Reserve Based Loans – From Borrower’s and Lender’s Perspectives

  • Overview of the basic structure of reserve based loans
  • Estimating and evaluating borrower’s credit risk, level of reserves, expected price of oil and gas, and borrower’s operating costs and capital expenditures
  • Typical credit agreement provisions and the role of sponsors in the evolving reserve based loan market
  • Obtaining and perfecting a security interest in the assets under applicable state law and UCC Article 9, including assignments of production and fixture filings

  1. PAUL TURNER

    Womble Bond Dickinson (US) LLP, Houston, TX

ABC’s of Hedging: The Market is Rising, Why Am I Losing?

  • Developing and implementing strategies for futures, swaps, puts,  calls, and costless collars
  • Exposure, margin calls, cross default
  • Over-the-counter transactions vs. exchange-traded transactions
  • Risks associated with derivative transactions and how to manage those risks
  • ISDA Master Agreements
  • Dodd-Frank Act issues and compliance

Hosted Refreshment Break

  1. AUSTIN ELAM

    Haynes and Boone, LLP, Houston, TX

Participation Agreements, Development Agreements, and (not) Joint Ventures – I Have the Land, You Have the Cash

  • Considerations for potential parties to a joint venture
  • Negotiating the terms and structure of joint venture transactions
  • Benefits and pitfalls of Area of Mutual Interest agreements
  • Preferential rights to purchase and tag/drag rights
  • Private securities issues associated with oil and gas financing transactions

Lunch – On Your Own

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Friday Morning Mining

  1. Cynthia Urda Kassis

    Partner Shearman & Sterling LLP, New York
  2. ALEXANDRO PADRES

    Shearman & Sterling, LLP, New York, NY

Project Finance 2020: Sources, Trends, and Key Issues

  • Review of available sources and structures
  • Overview of key trends and considerations
  • Company/financier point/counterpoint on key issues

  1. WARREN BEIL

    Maverix Metals Inc., Vancouver, BC

Streaming Agreements: An Overview of Current Practices

  • History of Streaming and how recent transactions differ
  • How Streaming fits with other types of financing (debt, equity, royalties)
  • Review of the top ten topics most heavily negotiated in a streaming transaction
  • Damages and remedies for breaches and their enforceability
  • Examination of the key differences between streaming and royalties

Hosted Refreshment Break

  1. GARY M. LITWACK

    McCarthy Tetrault LLP, Toronto, ON

Navigating Cross Border Equity Financing Issues for the Junior Mining Company

  • Maximizing the ability to raise money and comply with relevant legal requirements
  • U.S. securities laws considerations
  • Canadian securities laws considerations
  • Tax issues
  • FPI (Foreign Private Issuer), PFIC (Passive Foreign Investment Company) and other acronyms and issues
  • Top actions to be taken by the junior mining company to maximize its ability to consistently access the Canadian equity markets

Lunch – On Your Own

Friday Afternoon Oil and Gas

  1. CAMERON BETTIS

    Simpson Thatcher & Bartlett LLP, Houston, TX

Collateral Security for Oil and Gas Financing Transactions: Beyond the Basics

  • Title due diligence: scope and content
  • Obtaining and perfecting security interests in oil and gas properties and produced oil and gas
  • Mortgages and deeds of trust – priority, subordination, joint tenancies, and other issues
  • Fixture filings and perfecting against equipment, pipelines, and other production related facilities
  • Perfecting a security interest in commingled oil and gas

  1. Justin T. Stolte

    Partner Gibson, Dunn & Crutcher, LLP , Houston, TX

Private Equity Capital for Oil and Gas Companies – Structuring and the Exit Event

  • Examination of the role of private equity in current oil and gas financing practices
  • Management team issues in PE and JV transactions
  • Due diligence in private equity financing – does it matter where your money comes from?
  • Discussion of NDAs, CIMs, PPMs, teasers, and bid letters

Hosted Refreshment Break

  1. MATTHEW D. CAVENAUGH

    Jackson Walker LLP, Houston, TX

Distressed Financing Transactions

  • Restructuring and/or replacing debt financing for distressed oil and gas companies
  • Use of mezzanine financing, traditional and volumetric production payments, net profits interests, equity kicker deals (including overriding royalty interests) and preferred stock in restructuring deals
  • Bankruptcy financing issues – cash collateral, debtor-in-possession financing, and collateral valuation
  • Bankruptcy exit issues

Course Adjournment

Friday Afternoon Mining

  1. STUART BROTMAN

    Partner Fasken, Toronto, ON
  2. C. W. ROSS

    Fennemore Craig, P.C., Phoenix, AZ
  3. SARAH A. STRUNK

    Chair of the Board of Directors Fennemore Craig, P.C., Phoenix, AZ

Collateral Security for Mining Financing Transactions: Beyond the Basics

  • Best practices for collateralizing cross-border transactions
  • Choice of law for credit agreements, security agreements, pledge agreements, guarantees, and other agreements (U.S. versus Canada)
  • Obtaining and perfecting security interests in mining claims and as-extracted collateral
  • Awareness of “one action” rules in the United States

  1. JAKE SWITZER

    Attorney Blake, Cassels & Graydon LLP, Vancouver, BC

Intercreditor Arrangements for Complex Financings

  • Common terms and conditions, what are they and what purpose they serve
  • Commonly negotiated positions and issues
  • Interactions between different types of creditors
  • Hierarchies of debt and subordination dynamics in respect of senior debt, subordinate of debt, streaming and royalty obligations, and equipment financing

Hosted Refreshment Break

  1. ALAN HUTCHISON

    Partner Osler, Vancouver, BC
  2. MATTHEW THOMPSON

    Staff Counsel Resource Capital Funds, Denver, CO

Private Equity Financing for Mining Companies

  • The role of private equity in current mining financing practices
  • Private equity timelines and expectations and how that impacts legal documentation
  • Structuring for the eventual and expected exit event
  • Where is the money coming from? At what point do you trigger U.S. or Canadian regulatory review (foreign investment, CFIUS, Investment Canada Act, HSR, or other)?
  • Due diligence in private equity financing

Course Adjournment