Natural Resources

Welborn’s oil and gas transactional team has a reputation for combining its deep industry knowledge with practical, business-oriented solutions to provide its clients with expert representation in sophisticated oil and gas transactions as well as commercial agreements related to the day-to-day operation of oil and gas companies.  We advise clients of all sizes in acquisitions and divestitures of upstream and midstream assets and in equity transactions, and our oil and gas transactional attorneys frequently work closely with our team of title attorneys, outside environmental consultants, petroleum engineers, financial institutions and landmen to coordinate and conduct all aspects of the due diligence process. Simply put, we get deals done.

Our oil and gas transactional team is nationally recognized by Chambers USA, and our attorneys are recognized in Super Lawyers, The Best Lawyers in America®, Who’s Who in Energy, and Top Women in Energy.

We handle a wide range of oil and gas transactions, including:

REPRESENTATIVE TRANSACTIONS:

• Divestiture by public oil and gas company of upstream assets in Wyoming for $350 million
• Acquisitions by public oil and gas company of upstream and midstream assets in Appalachian Basin with aggregate value in excess of $100 million
• Exchange of 25,000 acres in DJ Basin valued at $130 million
• Acquisition by public oil and gas company of upstream and midstream assets in the Ventura Basin of California valued in excess of $40 million
• Numerous asset exchange agreements covering leasehold interests and producing and non-producing wells in Colorado and Wyoming
• Divestiture of produced water infrastructure and concurrent acreage dedication agreement in Permian Basin
• DrillCo joint ventures by private oil and gas company in the Permian Basin in excess of $250 million
• Divestiture of midstream assets in Colorado in excess of $590 million
• Acquisition of membership interests representing majority of Appalachian-based natural gas company for $58 million
• Representation of natural gas company in $500 million senior secured credit facility with an initial borrowing base of $75 million
• Numerous farmout agreements of leasehold interests in the Powder River Basin
• Acquisition of oil and gas properties in Colorado and Utah in excess of $290 million
• Divestiture of Montana oil and gas properties in excess of $200 million
• Representation of management team of privately held oil and gas company in private equity transaction with a $500 million capital commitment
• Merger of two public corporations in the energy sector valued in excess of $100 million
• Reverse merger of a privately-held oil and gas company into a reporting public company shell
• $50 million disposition by the principal owner of interests in family-owned oil and gas businesses
• Acquisition and management of multiple Rocky Mountain Fuel properties in Colorado, including surface leases, water rights, mineral rights, and coal/oil/gas royalties, covering approximately 32,000 acres
• Sale of oil and gas interests in in North Dakota for in excess of $100 million
• Representation of sellers in the negotiation of a purchase and sale agreement, joint venture agreement, and a joint operating agreement in the sale of 80% of their interests in a producing field in South Texas to a Canadian energy trust for $118 million

Our public land lawyers, including a former Assistant Secretary at the Department of the Interior, have the depth of nationwide experience to creatively and efficiently solve our clients’ complex public land challenges. From permitting the first public land utility-scale solar project and the largest wind farm in North America, to developing a regulatory path for first-of-their-kind helium and biogenic methane projects to conducting due diligence on acquisitions of federal oil and gas leases, to defending oil and gas leasing and permitting challenges with national significance, our public lands lawyers have expertise that is unmatched.

Our team features top lawyers recognized in Chambers, The Best Lawyers in America, Super Lawyers and Top Women in Energy. Welborn lawyers have served on the industry association boards of Western Energy Alliance and Colorado Oil and Gas Association and two of our lawyers have been elected President of Rocky Mountain Mineral Law Foundation.

Welborn’s public land lawyers expertly navigate the complex web of federal laws regulating federal lands, minerals and federally protected resources, including:

Our public lands team also understands how federal environmental laws (e.g., Clean Air Act, Clean Water Act and Resource Conservation and Recovery Act) intersect with public land laws in the permitting of federal lands projects. We understand how federal agencies like the Bureau of Land Management (BLM), U.S. Fish and Wildlife Service, U.S. Forest Service, Council on Environmental Quality, National Park Service, U.S. Army Corps of Engineers and U.S. Environmental Protection Agency work together – and don’t. We have also worked with Indian tribes and native corporations on public land development and land management issues. Our lawyers can develop strategies to improve federal agency coordination to promote timely project completion.

REPRESENTATIVE MATTERS:

• Cultural Resources: We work with clients to comply with the National Historic Preservation Act (NHPA) § 106 process, prepare nominations for NHPA eligible properties and assist clients with tribal consultation obligations. We have defended federal land projects challenged under the NHPA in federal courts in Utah, D.C., New Mexico, Montana and California.
• Mining: We assist clients in acquiring mineral development rights on public lands, including perfecting and maintaining claims under the Mining Law of 1872 and leasing or buying other solid minerals. We defended the permitting of an in-situ uranium mine in Wyoming and have assisted mining companies with permitting challenges in Colorado and Montana. We represented several companies from the initial staking of claims, through financing, permitting and start-up of their mining operations in Colorado, Nevada, Utah, Wyoming and California.
• Oil & Gas: We assist clients in the oil and gas industry to lease and develop oil and gas under the Mineral Leasing Act. We represent oil and natural gas developers with title, due diligence, drilling permits and operations issues, and pipeline rights-of-way on public lands. We provided advice to a natural gas pipeline company constructing a pipeline across U.S. Forest Service, National Park and U.S. Army Corps of Engineers lands in the Mid-Atlantic. We have defended oil and gas project challenges in federal district courts in D.C., Colorado, Wyoming, Utah and New Mexico. We frequently represent clients before the Interior Board of Land Appeals. We have prepared comments on BLM and U.S. Forest Service planning documents to support oil and gas development.
• Renewable Energy: We have permitted concentrated and PV-solar power facilities on BLM lands in California, Nevada, Arizona, Colorado and Wyoming. We represented the geothermal industry with comments on the rules implementing the Energy Policy Act of 2005 amendments to the Geothermal Steam Act and assist companies to lease federal geothermal resources. We have assisted developers with wind farms on BLM lands in Wyoming and Washington, and on U.S. Forest Service land in California. We have assisted wind and solar projects with land use plan amendments to facilitate project development.
• Timber and Grazing: We have represented timber companies with permitting and land use issues on federal lands and defended timber companies in federal courts in Montana, Idaho and California. We have counseled ranchers with grazing permits and access issues on BLM and Forest Service lands and assisted in the sale of large ranches with BLM grazing leases.
• Water: We work with landowners and utilities on the permitting and management of water rights and water facilities on Interior- and Forest Service-managed lands in Colorado and New Mexico.
• Wildlife: We work with developers on and off federal land to comply with the Endangered Species Act (ESA), Bald and Golden Eagle Protection Act (BGEPA) and Migratory Bird Treaty Act. We have assisted companies with ESA compliance for timber, oil and gas, mining, solar and renewable energy projects on federal lands and defended ESA challenges to projects in federal courts in Colorado, Wyoming, Montana, California, Idaho and D.C. We work with real estate developers to comply with the BGEPA in Colorado.

Natural resource companies face complex challenges from changing local, state, and federal regulation, and Welborn assists its clients in securing their operations at every stage of the modern regulatory environment. Our attorneys litigate spacing, pooling, permitting, unitization, rulemaking, and other proceedings before state regulatory authorities, negotiate operator agreements with local governments, appear before federal agencies, resolve private conflicts with competing operators, and find solutions to the issues faced by operators at every stage of oil and gas development. We work to ensure that our clients stand in the best possible regulatory position to succeed.

Our oil and gas conservation commission and regulatory practice includes:

• Acquiring spacing, pooling, permitting, unitization, and other orders to secure operations before the Colorado and Wyoming Oil and Gas Conservation Commissions
• Advising and representing clients in rulemaking proceedings before administrative agencies
• Negotiating operator agreements with local governments
• Navigating commission enforcement matters and regulatory violations
• Resolving private operator conflicts

Welborn’s litigation team has extensive experience litigating oil and gas matters.  Our litigators have a deep understanding of the energy industry developed through decades of trials, arbitrations, mediations, and other forms of dispute resolution. Oil and gas litigation requires a nuanced understanding of the industry and clients’ goals. That experience must be paired with the ability to explain industry complexities in terms that judges and juries can understand, all within the applicable procedural rules. Welborn’s litigation team has been successful for decades by combining those essential skills to achieve positive results for clients.

Our oil and gas team is nationally recognized by Chambers USA, and our attorneys are recognized in Super Lawyers, The Best Lawyers in America®, Who’s Who in Energy, and Top Women in Energy.

REPRESENTATIVE MATTERS:

• Represented oil & gas company in successful bench trial regarding allegations of contamination and negligence.
• Defended and resolved $500 million shareholder claim against an oil & gas client.
• Arbitrated an area of mutual interest covering the Bakken play in Montana.  Enerplus Resources (USA) Corp. v. Slawson Exploration Company, Inc., AAA case (77 198 00189 06 MAVI).
• Defended royalty underpayment claims involving 223 natural gas Well in Yuma County, Colorado. After favorable jury verdict and court of appeals decision, the case was favorably settled after Colorado Supreme Court remanded for new trial.  Rogers v. Westerman Farm Co., 986 P.2d 967 (Colo. App. 1998), rev’d and remanded 29 P.3d 887.
• Represented oil and gas companies in U.S. federal qui tam litigation.
• Obtained trial court judgment granting a constructive trust in favor of our client on oil and gas leases over an area covering 200 sections of land and an award of disgorgement of profits to client, plus damages and other relief. Klabzuba Oil and Gas, et al v. Textana, Inc., et al, Case Nos. DV-98-051 and DV-98-137, Montana Twelfth Judicial District, Hill County, Montana. Affirmed by the Montana Supreme Court, 316 Mont. 532, 77 P.3d 551.
• Represented client in case involving mineral trespass and conversion of diamonds from Colorado/Wyoming State Line diamond area. Union Pacific Land Resources Corporation v. Diamond Company, NL, et al, Case No. 97-S-129, United States District Court, District of Colorado.
• Successfully obtained injunction for the owner of a 29,000 acre ranch enjoining excessive logging by logging company. Jaroso Creek Ranch v. United States Forest Industries, et al, Civil Action No. 98-S-2491, United States District Court, District of Colorado.
• Represented plaintiff and counterclaim defendant in breach of contract and covenant not to compete.  Tried to verdict and obtained six-figure damage award for client.

• Obtained summary judgment in favor of client on fraud, estoppel, and declaratory judgment claims and dismissal of opponents’ $12.5 million claim for alleged breach of energy services contract.
• Represented oil & gas company involving complex accounting of recovery factors at natural gas processing plants, natural gas liquids, and residue gas.
• Represented oil & gas company in a dispute over title to leasehold interests in approximately 26,000 mineral acres in the Wamsutter field located in Carbon and Sweetwater Counties, Wyoming.
• Represented oil & gas company in defense of action seeking damages and recession of assignment of oil and gas leases and seeking to assert claims for alleged anti-trust violations.
• Represented oil & gas company in favorably settling contamination claims related to alleged spill on landowner’s property.
• Obtained dismissal of our client from class action suit against energy companies.  McGreevey v. Montana Power Co., et al., 320 Fed.Appx. 775.
• Represented an employer in a class action wage dispute matter. Okamoto v. Bradley Petroleum, Inc.
• Obtained directed verdict in favor of defendant client in jury trial, with plaintiffs’ $128 million dollar claim dismissed and attorneys’ fees awarded to our client.  West Hawk Development Corp. et al. v. Encana Oil & Gas (USA) Inc., Denver District Court.
• Represented oil & gas company in challenging the unprecedented action of the U.S. Department of the Interior in cancelling 18 oil and gas leases issued to the company. Case settled favorably for our client.
• Obtained confidential arbitration award in favor of client, with the three member arbitration panel rejecting $2.5 million damages claim for costs incurred for natural gas pipeline and midstream infrastructure project.
• Represented energy company providing federal Bureau of Land Management (BLM) right-of-way and strategic advice in the permitting of a 1300 MW pumped hydropower plant in California.
• Obtained dismissal for client from antitrust action.  Riviera Drilling & Exploration Co. v. Gunnison Energy Corp., et al., 412 Fed.Appx. 89.
• Represented a brokerage firm in a federal action challenging an arbitration award.

At Welborn, we are recognized leaders in water law. Water resources issues in Colorado are complex, and we have the knowledge and experience to help our clients navigate through these challenges with confidence. We have deep experience in all matters that involve water, including:

• the initiation, protection, and transfer of water rights
• water rights due diligence
• changes in the points of diversion or purpose of use
• the purchase and sale of water rights
• groundwater permits
• approval of plans of augmentation
• water legislation

Our water attorneys represent industrial clients, municipal water utilities and other water providers, nonprofit associations, natural resource development companies, electric utilities, ranchers and farmers, water conservancies and ditch companies, individuals, and land developers on all issues regarding ground water and surface water rights throughout Colorado, and in New Mexico. We work with federal, state and local water administration officials and agencies to help our clients navigate any regulatory challenges, and we represent clients in water courts and in administrative proceedings. We strive to resolve matters without the need for lengthy and expensive litigation, but we have the experience and expertise to litigate any matter at the agency, trial court, and appellate levels to reach the best resolution for our clients.

Our water law team features lawyers recognized in The Best Lawyers in America and Top Lawyers.

REPRESENTATIVE MATTERS:

• Represented one of Colorado’s largest private water rights holders on all matters involving water court applications, oppositions, and appeals
• Represented one of Colorado’s fastest growing municipalities in all aspects of its acquisition and protection of water resources to supply its constituents into the future
• Represented a nonprofit association that manages the water rights of a major federal reservoir for the benefit of various users, including municipalities, state agencies, and Indian tribes
• Planned, drafted, and testified in support of successful legislation to create a precipitation harvesting pilot program in Colorado
• Worked closely with a water district to identify, evaluate, acquire, and adjudicate the water supply for a large development in Douglas County

As renewable energy becomes a more prominent part of the energy mix in the West, Welborn combines our substantial legal experience in energy, environmental, corporate, real estate, public land, water and natural resources law to assist clients in all aspects of acquiring, permitting and selling renewable energy projects. Our expertise includes assisting clients with real estate, land use, access and rights-of-way, on both private and federal lands, planning, and environmental permitting for renewable and alternative energy development of solar, wind, geothermal, biomass, and transmission projects.

REPRESENTATIVE MATTERS:

• Performed due diligence for the acquisition of wind power properties and easements in eastern Colorado and Wyoming
• Provided federal permitting and wildlife advice for the largest wind project in North America on private and federal surface
• Advised on permitting for the first utility solar project on public lands and developed first-of-kind solutions to regulatory hurdles in California which led to representation of other CSP and PV solar projects in Nevada, Colorado, Wyoming and Arizona
• Represented the geothermal industry with comments on the rules implementing the Energy Policy Act of 2005 amendments to the Geothermal Steam Act and assisted companies to lease federal geothermal
• Represented a wind company seeking to permit projects on public land and U.S. Forest Service lands in California with permitting challenges including visual resources, the Migratory Bird Treaty Act and Bald and Golden Eagle Protection Act, cultural resources, and sensitive lands
• Provided advice to wind and solar companies on split estate mineral interests and how to address potential conflicts in Surface Use Agreements, and then drafted a series of mineral-specific surface use agreements
• Represented solar panel owner in connection with Solar Power Services Agreement with Denver Museum of Nature and Science
• Assisted investor with due diligence review of wind leases and permits on a project in Converse County Wyoming
• Assisted landowners negotiating wind and solar leases with developers
• Assisted developer in drafting wind leases with landowners

From assisting our clients in state and federal environmental compliance, to helping with permitting, transactions, enforcement action defense and litigation, Welborn’s environmental lawyers offer unparalleled insight into matters where the overall context is natural resource development.

REPRESENTATIVE MATTERS:

• Represented companies in environmental penalty negotiations with the Environmental Protection Agency (EPA) and the Colorado Department of Public Health and Environment (CDPHE)
• Represented potentially responsible parties (PRPs) in negotiations over allocation of liability and remediation at contaminated sites
• Conducted environmental audits to ensure compliance with air, water quality, and hazardous waste requirements
• Represented natural resource industry associations in federal district court and in the Tenth Circuit in defense of challenged state water quality standards under the Clean Water Act
• Represented a timber company in federal district court and in the Ninth Circuit in defense of an innovative Endangered Species Act conservation agreement
• Counseled and represented natural resource companies in National Historic Preservation Act permitting
• Represented an oil and gas company in a challenge to development plans brought under the federal Clean Air Act
• Represented oil and gas clients before the EPA in Safe Drinking Water Act Underground Injection Control permitting
• Represented companies in stormwater enforcement proceedings
• Edited and contributed to Environmental Regulation of Colorado Real Property published by the Colorado Bar Association

Welborn attorneys are end-to-end experts in the mining industry. We advise domestic and international mining clients in all aspects of their business – both legal and operational – in matters ranging from acquisitions and development to reclamation and post-mining use. Welborn serves clients around the world on projects involving gold, copper, other precious metals, base metals, coal and uranium. We offer leading expertise in environmental permitting, technical, safety, and regulatory matters related to mining and mineral development, including exploration agreements, feasibility studies, mine permitting and construction, mine closure and reclamation. Welborn also assists clients in structuring joint ventures and financing mining projects.

Welborn’s mining team performs due diligence, including mineral title examination, in connection with the acquisition, operation, and disposition of mines and mining properties.

REPRESENTATIVE MATTERS:

• Conducted mineral exploration projects in the United States, Canada, Chile, Argentina, French Guiana, Mongolia, Kazakhstan, Uzbekistan, and Peru
• Developed a regulatory path for first-of-their-kind helium and biogenic methane projects.
• Performed due diligence in connection with the acquisition of approximately one dozen existing and proposed mines in Colorado, Nevada, Wyoming, Utah and California
• Managed the location and development of uranium mining claims and subsequent consolidation, permitting, construction, operation, and sale of a mine in San Juan County, Utah
• Performed due diligence and structured the purchase of two operating coal mines in the Powder River Basin, Wyoming
• Managed the state environmental permitting of gold mines in Colorado and Montana
• Advised and litigated on behalf of the owners of coal interests in the first alluvial floor fee coal exchange under the Surface Mining Control and Reclamation Act
• Advised and litigated regarding patented and unpatented mining claims throughout the West