• Energy Industry Team
• Private Equity Industry Team
• Corporate
  • Joint Ventures
  • Mergers and Acquisitions
  • Securities
• Chemical and Refining Industry Team
• International and Project Finance Specialty Practice Group

Tim Spear represents domestic and international clients in acquisitions, divestitures and the financing (and related workouts, restructuring and distressed debt transactions) of oil and gas properties, power facilities (including renewables), midstream properties, chemical plants and refineries. His clients range from energy majors to management team startups and include private equity funds, hedge funds and venture capitalists. His practice involves representing clients from Italy, Japan, India, Mexico, Canada, Australia, the United Kingdom, Spain, Venezuela, France, Belgium, Denmark and China.

Mr. Spear also represents companies in the formation of joint ventures and in the negotiation of participation agreements, joint operating agreements, farmouts, drilling contracts, gathering agreements, gas processing agreements, gas and crude transportation agreements, NAESBs, hedging transactions, mineral leases, joint development agreements, master service agreements (MSAs), purchase, supply, power purchase and tolling agreements. In recent years, Mr. Spear has developed a particular expertise in negotiating all aspects of upstream joint venture/joint development agreements in shale plays. He has represented clients in the negotiation of shale play joint venture transactions with aggregate transaction values in excess of $5 billion. Additionally, he handles matters relating to the development and construction of power facilities (including coal, natural gas, wind and solar), gas gathering systems, petrochemical plants, intrastate and interstate pipeline systems, and refineries, including EPC agreements and supply agreements.

Mr. Spear represents both lenders and borrowers in financing transactions, with significant experience in financing energy and manufacturing facilities. He has also represented creditors in workouts and insolvencies together with members of Gardere’s Bankruptcy and Business Reorganization Practice Group.

Mr. Spear’s representative matters include:

Oil and Gas

• Energy Major - multiple property purchase/swaps and joint venture formations in Eagle Ford Shale totaling in excess of $2 billion in aggregate transaction values.
• $230 million sale of producing properties and related assets located in East Texas, Louisiana and Michigan on behalf of private equity portfolio company.
• $1.2 billion sale of Hugoton Field upstream assets and related midstream facilities.
• E&P Company - $27 million partial divestiture of Haynesville Shale properties and execution of joint development agreement.
• Private equity owned real estate development company - negotiation of approximately 15,000-acre oil and gas lease, participation agreement and other related oil and gas agreements.
• Minority investor/replacement management team in capital infusion into distressed E&P company.
• Oil major - sale of $3 billion of Permian basin assets.
• Private equity investor - purchase of senior debt of publicly traded distressed E&P borrower in proposed restructuring/workout transaction.
• Represented non-U.S. financial investors in U.S. oil and gas participation agreement transactions.
• Private equity investor - negotiation of debtor-in-possession (DIP) loan to E&P company and related re-capitalization and Chapter 11 restructuring.
• Oil major - $1.75 billion acquisition of mid-continent oil and gas properties.
• U.K. listed E&P company - acquisition of interest in concession in Cameroon.
• Private equity fund - proposed restructuring of distressed E&P portfolio company with assets in Colorado, Utah and Montana.
• Oil major - $1.9 billion acquisition and joint development transaction in Fayetteville Shale play.
• International E&P company - investment in staged CO2 flood program and related acquisition of interests in Permian basin oilfield.
• Large independent E&P company - negotiation of volumetric production payment (VPP) transactions.
• Energy lender - borrowing base credit agreement with West Texas E&P company.
• Oil major - $400 million purchase of oil and gas assets and related dissolution of a joint venture.
• Publicly traded E&P company - $300 million investment in domestic E&P properties and related registration rights agreement.
• Oil major – like kind exchange of onshore oil and gas properties for interests in a deepwater Gulf of Mexico field.
• Proprietary fund of broker/dealer - investment in Barnett Shale well and negotiation of option agreement covering multiple Barnett wells.
• Lessors/lessees - advised on lease negotiations related to properties in Texas, California, Arkansas, Oklahoma and Pennsylvania.
• Publicly traded E&P company - negotiation of volumetric production payment (VPP) transaction.
• Large independent E&P company - $800 million sale of E&P assets.
• Privately held company - $240 million sale of oil and gas assets.
• Privately held company - $85 million sale of domestic E&P assets.
• Various domestic and international E&P companies and mineral owners - negotiation of mineral leases, gathering agreements, joint operating agreements, seismic licenses, area of mutual interest (AMI) agreements, exploration agreements, participation agreements, master service agreements (MSAs) and farm-in agreements.
• Publicly traded energy companies - negotiation of participation agreements for investments in oil and gas properties.

Midstream

• Sale of Hugoton Field gas processing facilities.
• Negotiation of long-term gas transportation agreement and pipeline servicing agreements for midstream startup company.
• Private equity-backed midstream startup - negotiation of gas gathering and crude oil purchase agreements and infrastructure development/build-out agreements.
• Midstream MLP - negotiation of numerous pipeline construction agreements, pipe supply agreements and various related agreements with domestic and international contractors/suppliers.
• Private equity-backed midstream company - bid for plants and related pipelines in Texas and Louisiana.
• Publicly traded energy company - $265 million sale of an intrastate natural gas and natural gas liquids pipeline and related gas gathering system.
• Technology company - negotiation of long-term power and natural gas supply agreements for various facilities.
• Oil major - construction of a domestic LNG terminal.
• Publicly traded energy company - $180 million sale of gas storage facilities.
• Energy company - Bid for multiple domestic and international gas storage facilities and related assets.
• Chinese pipe manufacturer - successful resolution of dispute with U.S.-based pipe distributor.

Power/Renewables

• Electric cooperative - $600 million note purchase financing in connection with development of coal-fired plant.
• International renewal energy company - wind projects in Texas, New Mexico and the Dominican Republic.
• International energy company - assisted in development of multiple wind and solar energy projects.
• Development company - development of petroleum coke-fired power facility and related terminal.
• Solar company - negotiation of EPC and other construction agreements for various solar projects.
• Electric cooperative - acquisition of interest in approximately 900-megawatt greenfield, pulverized coal-fired power plant.
• International energy company - acquisition of portfolio of renewable energy projects.
• Energy lender - project finance loan transaction with waste wood-fired power plant.
• Technology company - negotiation of long-term power and natural gas supply agreements for various facilities.
• Electric cooperative - bid for gas-fired power plant.
• International energy company - construction of marine facilities and related infrastructure for Latin American LNG export project.
• Interstate pipeline company - negotiation of multiple pipeline construction agreements, agreements for purchase of pipe and related agreements.
• Publicly traded energy company - restructuring of the project financing of a QF power plant facility.
• Publicly traded energy company - $50 million sale of interests in a qualified facility power project.
• International construction company - negotiation of an engineering, procurement, and construction contract for a floating-barge-based power facility in the Caribbean.
• Large publicly traded power company - restructuring and sale of Latin American and Caribbean subsidiaries with power assets in multiple countries.
• Large publicly traded power company - $30 million sale of a development-stage merchant power plant.
• Publicly traded energy company - restructuring of the synthetic lease financing and related sale of gas turbines.
• Publicly traded company - development, construction and financing of a brownfield waste heat (QF) power and steam production facility.
• Purchase of steam turbine and preparation of related EPC contract.
• Purchase of gas turbine and related EPC contract for Caribbean-based power plant.
• Energy company - negotiation of EPC contract for installation of pollution control device on coal-fired power plant.
• Various power companies - negotiation of power purchase agreements, operations and maintenance agreements, long-term service agreements and related agreements.

Corporate Finance

• Represented lender in project finance loan to owner of renewable power facility.
• Represented private equity portfolio company in negotiation of multiple credit facilities (aggregate value of approximately $80 million) related to construction and expansion of manufacturing facilities.
• Represented project co-owner in connection with approximate $600 million note purchase transaction related to construction of coal-fired power plant.
• Represented commercial developer in negotiation of $25 million construction loan facility.
• Represented lender in approximate $50 million borrowing base credit facility related to the development of Permian Basin E&P properties.
• Representation of private equity portfolio company in negotiation of construction loan related to the construction and development of fracking sand plant.

Chemical and Refining

• Negotiation of trade lease and storage agreement between commodities trader and refinery
• Asphalt refinery - negotiation of amendments to dock use agreement and related agreements to permit construction and development of Eagle Ford Shale-focused oil terminal.
• Private equity fund - bid for Caribbean refinery.
• International energy company - upgrade and expansion of U.S. oil refinery.
• International chemical company - U.S. portion of the approximately $800 million sale of its catalysts business.
• Privately held chemical distributor - $45 million joint venture formation and asset acquisition doing business throughout the United States and Canada.

Other

• E&P company management team - represented management team of private equity-backed E&P company in successful cash-out transaction in which management received significant cash payout and ownership in amalgamation of various porfolio companies.
• Private equity fund - represented management team in negotiations with limited partners related to control of fund and creation of new incentive compensation program.
• Pipeline contractor - negotiation of working capital loan.
• Numerous international and domestic companies - negotiation of long-term purchase and sale of various raw materials including crude oil, natural gas, salt, wood pulp, ammonia, gas and steel.
• Venture capitalist - Series A preferred equity investment in startup company developing applications for Twitter.

• J.D., Vanderbilt University Law School (1997)
  • Recognized, Dean’s List
• B.A., University of Iowa (1993)
  • Recognized, Dean’s List
  • Member, Phi Beta Kappa Society

• Co-Author with Kevin L. Colbert, Jane Hammond, John Melko, Eunice Song and Lloyd S. van Oostenrijk, Avoiding Mass Tort Liability in Acquisitions: Practical Tips and Techniques, Analysis & Perspective, 10:34 Mergers & Acquisitions (BNA) (Sept. 3, 2007) at 701.
• Panel Participant, Texas Lawyer Energy Roundtable, Houston, Texas (April 11, 2007) [panelists discuss current issues facing the energy industry, published in Tex. Law. pp. 1A-15A (June 4, 2007)].

• Admitted to practice before:
  • Texas State Courts
  • Missouri State Courts
• Member, State Bar of Texas
  • Member, Oil, Gas and Energy Resources Law Section
• Member, The Missouri Bar
• Member, Houston Bar Association
  • Member, Oil, Gas and Mineral Law Section
  • Member, Construction Law Section
• Member, Association of International Petroleum Negotiators
  • Member, Term Sheet Drafting Committee
  • Member, Confidentiality Agreement Drafting Committee
• Member, Rocky Mountain Mineral Law Foundation

• Recognized, Who's Who in Energy, Houston Business Journal (2012)
• Recognized, Houston’s Top Lawyers, H Texas Magazine (2011)
  • Mergers & Acquisitions
• Recognized, Texas Rising Stars, Law & Politics Media Inc. as published in Texas Monthly (2006)
  • Energy & Natural Resources
• Recipient, Highest Grade, Texas Bar Exam (February 2000)