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Bryan E. Loocke

Loocke, Bryan E.

Partner

P +1.713.221.1522
F +1.713.437.5355
bryan.loocke@bgllp.com

Assistant

+1.713.222.3021

Bryan Loocke focuses on energy, oil and gas and financing matters. Mr. Loocke represents developers, exploration and production companies, private equity funds, purchasers, sellers, borrowers and lenders in all aspects of upstream and midstream oil and gas transactions, with a particular focus on Joint Venture Transactions, Unconventional and Shale Oil and Gas Transactions and Gulf of Mexico Transactions. He provides counsel with regard to mergers and acquisitions, sales, farmouts, joint ventures, operating agreements, gathering and transportation agreements, rig procurement, engineering, procurement and construction, leasing, exploration, production and development, and production payments.

He has represented domestic and international buyers and sellers of businesses and producing properties with values ranging from $500,000 to more than $5 billion. Mr. Loocke also counsels clients with respect to the structure and formation of marketing alliances, partnerships, limited liability companies, and corporations for United States and foreign entities.

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Unconventional, Offshore and Conventional Oil and Gas Transactions

Apache Corporation in the $3.75 billion sale of all of its Gulf of Mexico Shelf oil and gas properties (2013).

Represented a large independent oil and gas company in connection with the sale of Mid Con oil and gas properties (2013)

Represented a privately held oil and gas company in connection with the sale of oil and gas assets located in the Permian Basin (2013)

Represented a large independent oil and gas company in connection with the sale of Gulf Coast oil and gas properties (2013)

LRR Energy, L.P. in connection with its $21 million MLP drop-down acquisition from Lime Rock Resources of oil and gas assets located in Oklahoma (2013)

Represented a large independent oil and gas company in connection with the acquisition of Wattenberg Basin oil and gas properties (2013)

Apache Corporation in the $2.85 billion merger and acquisition of Cordillera Energy Partners III, LLC (which holds oil and gas assets in the Anadarko/Granite Wash Basin) for a combination of cash and Apache Corporation stock (2012).

Noble Energy, Inc. in its $617 million sale of mid-continent oil and gas assets in western Oklahoma and the Texas Panhandle to Unit Petroleum Corporation (2012).

Ursa Resources Group II, a Denham Capital portfolio company, in the $325 million acquisition of Antero Resources oil and gas assets in the Piceance Basin in Colorado (2012).

Enerplus Resources (USA) Corporation in connection with the $131 million acquisition from Halliburton Energy Services, Inc. of Bakken oil and gas properties located in the Sleeping Giant field in Montana (2012)

Represented a large independent oil and gas company in connection with the merger and acquisition of a privately held entity holding 141,000 net mineral acres in the North Midland Basin (2012)

Represented a large independent oil and gas company in connection with the merger and acquisition of a privately held entity holding 48,000 net mineral acres in the North Midland Basin (2012)

LRR Energy, L.P. in connection with its $67 million MLP drop-down acquisition from Lime Rock Resources of oil and gas assets located in Texas and New Mexico (2012)

Represented a privately held oil and gas company in connection with the sale of oil and gas assets located in the Permian Basin (2012)

Concho Resources in the acquisition of OGX Resources LLC (an EnCap portfolio company), which holds oil and gas assets in the Delaware Basin in Texas and New Mexico (2011).

A large independent oil and gas company in the approximately $500 million acquisition of a privately held entity owning oil and gas assets located in onshore and offshore Louisiana and the Gulf of Mexico (2011).

Represented Legend Natural Gas in connection with the $900 million acquisition of substantially all of Range Resources Corporation's Barnett Shale oil and gas interests (2011).

Represented Enerplus Resources Fund in connection with its $575 million sale to an undisclosed buyer of certain Marcellus Shale oil and gas assets (2011).

Represented Opal Resources LLC in connection with its $366 million sale to W&T Offshore, Inc. of certain proved and probable Permian Basin Wolfberry Trend oil and gas assets (2011).

Represented a major integrated oil and gas company in connection with the development of its Eagle Ford Shale assets (2010 - 2011).

Represented a privately held entity in connection with the negotiation and execution of an Eagle Ford oil and gas lease burdening approximately 25,000 net mineral acres (2011).

Represented a privately held entity in connection with the negotiation and execution of multiple Eagle Ford lease acquisitions (2011).

Represented Apache Corporation in the $7 billion acquisition of BP's oil and gas operations, acreage and infrastructure the Permian Basin of West Texas and New Mexico and in Egypt's Western Desert, as well as BP's upstream natural gas business in western Alberta and British Columbia (2010).

Represented Enerplus Resources Fund in connection with the acquisition of a privately held entity holding approximately 46,000 net mineral acres in the Bakken Shale (North Dakota), with a purchase price of approximately $456 million (2010).

Represented a Private Equity Fund, in connection with the sale to a Public E&P and Pipeline Company of its undivided interest in a group of Sellers' collective interest in certain Marcellus Shale oil and gas interests located in Northeastern Pennsylvania, with a collective value of approximately $600 million before customary purchase price adjustments (2010).

Represented a Private Seller in the sale of approximately 75,000 net acres of Marcellus Shale fee mineral interests located in Pennsylvania and West Virginia (2010).

Represented a Private Seller in the sale of approximately 80,000 net acres of Marcellus Shale fee mineral interests located in Maryland, New York, Ohio, Pennsylvania and West Virginia (2010).

Represented a Private Purchaser in the acquisition of approximately 35,000 net acres of Marcellus Shale leasehold interests located in West Virginia (2010).

Represented a Private Seller in the sale of approximately 40,000 net acres of Marcellus Shale fee mineral interests located in West Virginia (2009).

Represented a Private Entity in its formation of a joint venture to acquire, explore and develop certain Marcellus Shall leasehold interests located in Northeastern Pennsylvania (2009).

Represented various Private Purchasers in the various acquisitions totaling approximately 400,000 net acres of Marcellus Shale fee mineral interests located in Maryland, New York, Ohio, Pennsylvania and West Virginia (2008 - 2010).

Represented a Private Purchaser in the acquisition of approximately 115,000 net acres of Marcellus Shale leasehold interests located in West Virginia (2008).

Represented a Private Purchaser in the acquisition of approximately 200,000 net acres of Marcellus Shale leasehold interests located in West Virginia (2008).

Represented the Trustee of the Santa Fe Royalty Trust in the disposition of all of the net royalty assets of the trust (2008).

Represented a Major Integrated Oil and Gas Company in the $4.75 billion purchase of Gulf of Mexico oil and gas properties (2007).

Represented a Major Integrated Oil and Gas Company in the $750 million purchase of deepwater Gulf of Mexico oil and gas properties (2006).

Represented a Major Integrated Oil and Gas Company in multi-year deepwater drilling rig sharing agreement (2005-2006).

Represented a Major Integrated Oil and Gas Company in the $1 billion development, construction and long term lease of Floating Production, Storage and Offloading (FPSO) facilities to be located offshore in South America (2005-2006).

Represented a Major Integrated Oil and Gas Company in the acquisition of $300 million of offshore oil and gas interests in South America (2005).

Represented a Major Integrated Oil and Gas Company in the $2 billion purchase of deepwater Gulf of Mexico oil and gas properties (2004-2005).

Upstream Joint Venture Transactions

Ultra Petroleum Corp. in connection with the negotiation of a Construction, Ownership and Operating Agreement for a jointly-owned gas gathering system located in the Marcellus Shale (2012)

Represented a privately held entity in connection with the sale and joint development of approximately 30,000 net mineral acres of Bone Spring and Wolfbone formation oil and gas assets (2011).

Represented EIG Global Energy Partners in connection with the $420 million formation of an equity joint venture in and related mezzanine loan to BlackBrush Oil & Gas LP and TexStar Midstream Services, LP with respect to the exploration and development of over 100,000 Eagle Ford Shale and other South Texas oil and gas acreage and related midstream facilities (2011).

Represented a Private Oil and Gas Operator in connection with the formation of a joint venture with a Fortune 500 E&P Company whereby such Oil and Gas Operator contributed a portion of its working interest position in approximately 400,000 net acre Marcellus shale leasehold interests in exchange for the funding of  the costs and expenses of the drilling and development of such acreage (2010).

Represented a Private Oil and Gas Operator in connection with the formation of a joint venture with a Fortune 500 E&P Company for the acquisition, construction, development and operation of certain current and future midstream and gathering assets in connection with the development of at least 400,000 net mineral acres in Marcellus shale leasehold (2010).

Represented Enerplus Resources Fund in connection with the formation of a partnership with Chief Oil & Gas LLC and Chief Exploration & Development LLC for the development of Chief's working interests in the Marcellus shale (2009).

Represented Enerplus Resources Fund in connection with the acquisition of certain working interest position in the Bakken Shale and the formation of a joint venture for the drilling and development of this acreage (2009).

Represented Constellation Energy in joint exploration and development arrangement in the Pinedale, Wyoming Basin (2007).

Represented Constellation Energy in joint exploration and development arrangement in the Fayetteville Shale (2006-2007).

Represented Leor Energy in an exploration and development arrangement with a publicly traded E&P company for the joint exploration and development of deep gas reserves in Houston, Cherokee, Trinity and Angelina Counties, Texas (2006-2007).

Represented Leor Energy in a Pipeline Construction and Operating Agreement for joint ownership, construction and operations of a gas gathering system (2007).

Represented Saxet Petroleum in the formation of a drilling fund for South Texas and Gulf Coast properties (2005-2006).

Represented Leor Energy in the acquisition and documentation of oil and gas leases (35,000+ acres) in an east Texas gas play, the negotiation and documentation of various exploration and development agreements involving those oil and gas leases, the negotiation and documentation of various service provider contracts including drilling contracts and field services contracts and the negotiation and documentation of a joint venture for the ownership and operation of a gathering system related to the discovered field (2005).

Represented a Major Integrated Oil and Gas Company in significant participation agreements with various entities, including Chevron USA Inc. and Exxon Mobil Corporation, relating to deepwater prospects in the Gulf of Mexico, including negotiation of a rig agreement providing for the ultimate development of such prospects (2002 to present).

Other Transactions

Bluescape Resources Company LLC in connection with the formation of Parallel Resources Partners, a joint venture private equity fund with Carlson Capital targeting investments in North American oil and gas assets (2011 - 2012)

EIG Global Energy Partners in connection with a $200 million financing of Intervention Energy, LLC’s Bakken shale and Three Forks shale oil and gas assets (2012)

Represented a private equity firm in connection with an equity investment in a private oil and gas company holding Texas oil and gas assets (2012)

Represented a privately held company in connection with the mezzanine financing of a private oil and gas company holding 19,000 net mineral acres in the Western Bakken Shale (Montana) (2012)

Represented a private equity firm in connection with an equity investment in a private oil and gas company holding Permian Basin oil and gas assets (2011 - 2012)

Scotia Capital in its capacity a lead underwriter with respect to the C$244 initial public offering and over-allotment option exercise of Argent Energy Trust, a Canadian Income Trust acquiring $167 million in Texas oil and gas assets acquired from Denali Oil & Gas Partners (the largest Canadian IPO of 2012) (2012).

Scotia Capital in its capacity a lead underwriter with respect to the C$126 million bought deal financing and issuance of units in Argent Energy Trust, a Canadian Income Trust, in connection with its $132 million acquisition of Texas and Oklahoma oil and gas assets from EnergyQuest II, LLC (2012).

Scotia Capital in its capacity a lead underwriter with respect to the C$100 million bought deal financing and issuance of units in Argent Energy Trust, a Canadian Income Trust, in connection with its $114 million acquisition of Texas oil and gas assets from Wapiti Oil & Gas (2012).

Scotia Capital in its capacity a lead underwriter in connection with the C$85 million bought deal financing and issuance of units in Eagle Energy, a Canadian Income Trust, in connection with its US$113 million acquisition of oil and gas assets located in the Texas (2012).

Represented Scotia Capital in its capacity a lead underwriter in connection with the initial public offering of Eagle Energy Trust, a Canadian Income Trust holding solely U.S. oil and gas assets (2010).

Represented Financial Institutions in connection with the purchase of certain volumetric production payments (2008-2009).

Represented various Financial Institutions and Independent Oil and Gas companies in connection with various volumetric production payment transactions (2003-2010).

Represented a Project Company on the engineering, procurement and construction of a propylene facility located on the Houston Ship Channel (2008-2010).

Represented a Project Company in connection with the financing of a secured facility for the construction of a propylene facility located on the Houston Ship Channel (2008-2010).

Represented a Transporter/Storer in connection with various transportation, supply and storage arrangements with respect to various olefins (2004-present).

Represented a Purchaser in acquisition of olefins transportation and storage facilities and related financing (2003-2007).

Represent various Money Center Banks and Regional Banks in lending transactions to all facets of the energy industry including both upstream E&P companies and midstream companies.

Represent Borrowers and Target Companies in their energy loan and structured finance transactions with banks, hedge funds and other capital providers.

Publications and Speeches

"Two Companies Formed Partnership After All, Jury Finds," Oil & Gas Investor, March 2014.

Education

J.D., The University of Texas School of Law, 2002
B.A., summa cum laude, St. Edward's University, 1999

Bar Admissions

Texas

Affiliations

State Bar of Texas