Section 363 Sales in Oil & Gas Bankruptcies: Purchasing Oil & Gas Assets

Navigating Procedures for Bankruptcy Acquisitions, Weighing Considerations Unique to Oil and Gas Assets, Mitigating Risks

A live 90-minute CLE webinar with interactive Q&A


Tuesday, October 3, 2017 (in 12 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will provide guidance to counsel in the energy industry on §363 sales in oil and gas bankruptcies and the bidding procedures and protections commonly adopted to guide the sale process. The panel will discuss the advantages and disadvantages of such transactions, as well as the interplay among the governing laws. The panel will offer best practices for developing a strategy for navigating the sale process competition and putting safeguards in place to minimize risk.

Description

The sharp drop in oil and gas prices and the slow climb back—prices continue to be below $50 per barrel—have left many oil and gas companies with diverse capital structures with financial pressure. Buying assets from financially distressed companies is inherently risky. In the oil and gas context, risks arise with environmental liabilities and executory contracts. There are some advantages to buying oil and gas assets from bankrupt sellers, including freedom from liens or other encumbrances.

Bankruptcies involving energy companies raise unique issues due to the interplay between the Bankruptcy Code, regulations governing the energy industry, and other federal and state laws.

Section 363 allows for a more expeditious and efficient sale process than confirmation of a Chapter 11 plan, although acquisitions through a Section 363 sale pose legal hurdles for both buyers and sellers.

Counsel for the buyer and seller must understand the risks and opportunities in bankruptcy sales and act strategically to negotiate a deal that maximizes the value of the troubled business to their clients’ respective benefits.

Listen as our authoritative panel of practitioners explores the unique challenges that can arise in a §363 sale of the assets in oil and gas bankruptcies. The panel will address the interplay between the Bankruptcy Code, federal and state laws, and the regulatory structure governing the energy industry. The panel will also discuss the risks distressed asset buyers must address and offer guidance on mitigating those risks.

Outline

  1. Risks involving out-of-court acquisitions from distressed sellers
    1. Fraudulent transfer risks
    2. Hanging PSAs
  2. The bankruptcy process
    1. Timelines and key milestones
    2. Section 363 sales
    3. Free and clear sales
  3. Unique aspects of the §363 sales process
    1. Stalking Horse Process
    2. Section 363 purchase and sale agreements
    3. Executory contracts and cure costs
  4. Key takeaways and strategies

Benefits

The panel will review these and other key issues:

  • What unique challenges can arise in a §363 sale of the assets in oil and gas bankruptcies?
  • What risks do buyers and sellers face in §363 sales? How can parties minimize those risks?
  • What are best practices for counsel on both sides of the deal to tailor terms in distressed transactions?

Faculty

Joseph Epstein, Managing Member
Joseph G. Epstein, Houston

Mr. Epstein’s experience spans all areas of bankruptcy and business restructuring, Chapter 11 business reorganization, insolvency, creditors’ rights, receiverships, commercial real estate, energy and energy services, oil and gas, and Chapter 9 municipal insolvency. He represents debtors, secured lenders, asset purchasers and other stakeholders in complex reorganization, commercial litigation and transaction matters. Mr. Epstein is a frequent speaker and writer for continuing education seminars in the areas of Chapter 11 bankruptcy, business reorganization, real estate, small businesses, 363 sale agreements and insolvency law.

Matt Ferris, Partner
Haynes and Boone, Dallas

Mr. Ferris practices in the firm’s Restructuring Group. He has more than 10 years of experience in the areas of corporate restructuring, debtors’ and creditors’ rights, and insolvency proceedings. Mr. Ferris represents clients in all aspects of business restructurings and bankruptcy proceedings, including representing secured lenders, debtors, unsecured creditors, bondholders, indenture trustees, landlords, equipment lessors, and purchasers of distressed assets both in and out of court. He also has significant experience in bankruptcy litigation.

Ira L. Herman, Partner
Blank Rome, New York

Mr. Herman concentrates his practice on distressed public debt issues, insolvency matters involving upstream and midstream oil and gas companies, and distressed M&A, in addition to traditional bankruptcy and insolvency matters. He Herman regularly advises lenders on the management of bankruptcy risk in their transactions; indenture trustees regarding defaulted public debt issues; and lenders regarding restructuring and bankruptcy. Additionally, Mr. Herman provides services on the debtors’ side, counseling financially distressed entities and their management on restructuring challenges pertaining to corporate governance issues.


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Environmental Law Advisory Board

John J. Allen

Partner

Allen Matkins

Albert M. Cohen

Partner

Loeb & Loeb

Aaron Courtney

Partner

Stoel Rives

Andrew N. Davis

Partner

Shipman & Goodwin

David R. Gillay

Partner

Barnes & Thornburg

Brian D. Israel

Partner

Arnold & Porter Kaye Scholer

Thomas J. P. McHenry

Partner

Gibson Dunn & Crutcher

James B. Slaughter

Principal

Beveridge & Diamond

Jeffrey A. Smith

Senior Counsel

Sidley Austin

E. Gail Suchman

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Stroock & Stroock & Lavan

Gregory D. Trimarche

Senior Counsel

Ring Bender

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