The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Harve Truskett, Partner, Head of the Oil and Gas Practice Group
Harve Truskett is the head of the Hunton Andrews Kurth’s Oil and Gas practice group. Harve’s practice focuses on a broad range of energy transactions. His experience includes representation of buyers and sellers in both upstream and midstream oil and gas acquisitions and divestitures; negotiation of commercial agreements, including joint operating, development, gathering, processing, transportation, terminalling, oil and gas purchase and sale, and master services agreements; representation of owners of mineral royalty interests; representation of energy issuers and underwriters in public equity offerings; and representation of borrowers and lenders in credit facilities related to the energy industry (ranging in size from middle market secured credit facilities to investment grade credit facilities), including reserve-based lending transactions. Harve has extensive experience in transactions involving oil and gas assets in the major United States unconventional plays, including the Permian Basin, the Eagle Ford Shale, Bakken Shale, Barnett Shale, Haynesville Shale, Marcellus Shale, and Utica Shale.
Describe your practice area and what it entails.
My practice focuses on a broad range of energy transactions up and down the supply chain, starting at the well head, through the gathering and transportation pipelines, and ending at a refined products terminal. While the practice has a strong M&A emphasis, we also represent our energy clients in the drafting and negotiation of their material commercial contracts. Good examples would be oil and gas gathering and transportation agreements and site services agreements and operating agreements for clients further down the supply chain. Because the commercial contract practice requires extensive back and forth between our clients’ operational and legal teams, we get an expansive opportunity to understand their businesses. Each transaction is unique, so it keeps our practice fresh and challenging.
What types of clients do you represent?
Much like the segment diversity in the energy industry I mentioned above, I get the opportunity to represent a wide variety of clients as well. In any given acquisition or divestiture, we might represent a private equity company making an investment in an energy asset or company, a commercial bank lending money to fund an acquisition, or the strategic company (or the private equity portfolio company) that is actually buying or selling the asset or company. In addition, we can represent any of those types of clients in the negotiation of a material commercial contract. I also assist our corporate securities practice groups in representing both issuers and underwriters in capital markets transactions. Each client type has a subset of unique interests in a given transaction, so the experience in representing one type of client in a given energy transaction enhances your ability to represent another type of client, both in terms of substantive advice and in execution efficiency.
What types of cases/deals do you work on?
Several recent examples over the last couple of years come to mind as being representative of the variety of industry segments, clients types, and transaction forms that we see on a regular basis. Highlighting the current restructuring cycle in the upstream sector, we represent KeyBank National Association in the acquisition, operation, and current marketing of Pennsylvania upstream assets from its borrower, EdgeMarc Energy, out of bankruptcy. With respect to midstream business, we represented Stonepeak Infrastructure Partners in its $3.6 billion acquisition of Oryx Midstream, the then-largest privately owned midstream crude oil operator in the Permian Basin. Moving down the midstream supply chain, we represented Royal Vopak and BlackRock’s Global Energy & Power Infrastructure Fund in its acquisition of U.S. gulf coast marine and terminalling assets from The Dow Chemical Company (“Dow”). This $620 million carve-out transaction of assets from several of Dow’s industrial sites involved the negotiation of the material long-term service agreements with Dow, which will be a customer of our client going forward with respect to the storage and infrastructure services supported by the subject assets.
How did you choose this practice area?
I didn’t consciously set out to be an energy lawyer, but anyone paying attention would not have been surprised at where I ended up. The industry chose me. My father and grandfathers spent their entire careers in the oil and gas industry. Suffice to say I heard a lot of industry talk around the dinner table. In law school, I had the opportunity to take Jacqueline Weaver’s Oil and Gas course at the University of Houston Law Center, which really sparked my interest in the industry and its historical and legal underpinnings. As a young associate at our firm, the shale oil and gas boom was taking hold. I sought out our firm’s veteran energy partners at the time on those early transactions and learned by doing, but I felt like I was drinking through a firehose on most days. I must have done something right, however, because they kept asking me back.
What is a typical day like and/or what are some common tasks you perform?
It is spent reading, writing, and managing. A typical day in-
volves several conference calls on current transactions. Typically those calls involve updating the client on the key legal workstreams needed to complete a transaction, reviewing a draft of a transaction agreement with a client, or negotiating that document with the counterparty’s counsel. In between those calls I am drafting, reviewing, or revising agreements—or meeting with team members assisting me on the transaction. I also regularly meet with existing and prospective clients to develop new business, and as a practice group leader, most of my days have at least some time spent attending to administrative matters.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
If you are lucky enough to attend a law school that offers it, I would take an introductory course on oil and gas or energy law. I still use the treatises authored by my Oil and Gas professor in law school. If not, I would take as many real property, secured transaction, and bankruptcy-related courses as you can. That subject matter forms the primary legal building blocks of a typical energy transaction. I would also ask to participate in as many energy-related transactions as possible in your summer legal jobs during law school. Finally, keep up with the industry. The business page of the Houston Chronicle is available online and provides comprehensive daily coverage of the industry. The Wall Street Journal does a similarly good job. Reading these publications regularly provides a good feel for the trends and terminology.
What is unique about your practice area at your firm?
The breadth and depth of the energy industry expertise across Hunton Andrews Kurth gives our lawyers a unique opportunity to meet our clients’ ever-evolving needs. Our firm’s deep history of representing the industry reaches back to early in the 20th century, assisting clients such as Howard Hughes Sr. in forming Hughes Tool Company. This institutional knowledge has been passed down to and built upon by the firm’s lawyers for over 100 years. From our Tax practice that has created innovative corporate forms, such as the master limited partnership, and advises today on new energy solutions, such as tax credits for carbon capture and sequestration to world class environmental and privacy and cybersecurity practices, our lawyers serve as go-to counsel across the energy industry. What this means for our energy transactional lawyers is we have a formidable tool chest of experts and solutions to put to use for our energy clients.
What are some typical tasks that a junior lawyer would perform in this practice area?
Our junior lawyers get meaningful early experience on our deal teams as we try to staff transactions as efficiently as possible. They are responsible for maintaining the “closing checklist,” which is a list of all the legal documents to be completed prior to a transaction being signed or closed. It is a great way for junior lawyers to holistically understand our transactions. By the end of the engagement, our clients often feel comfortable directly contacting our junior lawyers to get a transaction status. They are also generally responsible for drafting the “ancillary documents,” which are the underlying documents that are conditions to or in support of the major purchase or credit agreement.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
We were fortunate that Hunton Andrews Kurth had the vision to put the technology in place prior to the pandemic that we would need to continue serving our clients. Through applications such as Zoom, we were able to practice virtually from day one. Closing transactions required some early adjustments around tasks like obtaining original signatures, but the energy industry had largely been moving away from physical closings, so it adjusted well. Our physical offices are now open in large part with mask requirements and other safety protocols, so we can meet in the office if necessary. The biggest change is how business development is performed, which historically had involved traveling to meet potential and existing clients. That is now largely done virtually. You lose some of the relationship-building benefits of meeting in person, but we can preserve some of those benefits through video meetings. We also find it easier to get on our clients’ calendars for virtual meetings than we did for in-person meetings.
For those considering corporate work, why would you advise them to specialize in energy, oil, & gas?
First, the industry touches so many areas of the global economy. On the same day I work on an oil and gas lease for a major oil company, I might also handle a fuel supply contract for an agribusiness client or a refined product storage agreement for a transportation client. It is also ever evolving. While we still work with clients on traditional oil and gas matters, we also are helping our clients (and often the same clients) explore transformational technologies, such as carbon capture, wind, solar, and hydrogen technologies. Finally, there is such a wide variety of transactions touching the industry that lawyers are not narrowed into a niche practice. From real property transactions to transportation agreements to facility services agreements and beyond, a lawyer specializing in energy transactions develops a well-rounded skill set that is invaluable, regardless of the industry.