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Zachary P. Ferreira

Of Counsel
Fax +1.713.815.7301
Zachary Ferreira is Of Counsel in the firm’s Houston office where he is a member is of the Energy & Infrastructure Projects and Transactions practice group. Mr. Ferreira is Board Certified in Oil, Gas & Mineral Law by the Texas Board of Legal Specialization. In addition, Mr. Ferreira speaks Spanish and Portuguese fluently.

Mr. Ferreira has built a legal practice working with companies and investors in upstream oil & gas field operations, infrastructure project development, and many other sophisticated commercial, financial and asset M&A matters involving oil & gas, energy and natural resources.

Mr. Ferreira has advised upstream oil & gas operators and service providers on onshore and offshore drilling and E&P activities as well as acquisitions, divestitures and farmouts of upstream onshore and offshore oil & gas properties and working interest portfolios.

Mr. Ferreira has particular expertise in complex contracting strategies for developing offshore field production infrastructure under a variety of granting instrument frameworks and fiscal regimes. This includes rig hire for the drilling and completion of production wells and contracting for the front-end design and the fabrication, transportation, installation and commissioning of subsea systems, flowlines, umbilicals, risers, fixed and floating production systems and export lines (including FPSO, SPAR and semi-submersible building contracts, FPSO vessel charters, facilities O&M agreements and EPCI/EPIC contracts and subcontracts for subsea systems, URFs, mooring and export systems).

Mr. Ferreira also has practiced broadly in U.S. and international oil & gas infrastructure project finance; LNG project development, operations and supply chain contracts; and investments in energy infrastructure assets generally. Mr. Ferreira’s legal practice has been deeply informed by his pre-law academic background in probabilistic financial modelling and simulation and valuation under conditions of risk and uncertainty.

Professional Background

Mr. Ferreira’s legal practice extends across a broad range of commercially complex transactions, projects and operations matters, representing field operators, non-operators, service companies, buyers, sellers, financial lenders, equity investors and project sponsors.

Mr. Ferreira has extensive experience reviewing, negotiating and drafting in fluent Spanish and Portuguese for numerous transactions in Africa and Latin America as well as reviewing and drafting on legal issues in French for transactions in Francophone Africa.

Mr. Ferreira has extensive experience working with project management teams and multi-disciplinary technical delivery teams under conditions of technical and commercial uncertainty, advising on project execution strategies to ensure bankability, and negotiates contracts with an eye to the legal and commercial risks and sensitivity for the technical and interface risks between the component systems of complex energy projects.

Most recently prior to joining K&L Gates, Mr. Ferreira served as Deputy General Counsel of a pure-play international upstream E&P company, where over the course of four years he oversaw legal and contractual support for hydrocarbon exploration & appraisal activities for a portfolio of assets in seven countries on three continents. In that role he routinely negotiated and advised on hydrocarbon granting instruments with government authorities (concessions and production sharing agreements), operating agreements, farm-outs, drilling contracts and MSAs.

Previous to that, Mr. Ferreira was integrated within a project management team of an international oil company for a West African deepwater oil field discovery, providing legal advice in the strategic planning for the design and delivery of a production system based around a high-capacity FPSO concept linked to multiple wet-tree subsea drill centers through a manifold system of umbilicals, risers and flow lines. Separately, while employed at the same company, Mr. Ferreira also negotiated farm-outs and M&A transactions involving assets in Latin America and Africa, and advised on contract and legal compliance for assets at various stages of the project life-cycle in the Gulf of Mexico, South America and Africa.

Mr. Ferreira practiced law previously as an associate at two international law firms based in Houston where he was involved in numerous transactions involving the financing and development of offshore maritime vessel-based projects, LNG terminals and renewable energy projects as well as domestic onshore upstream and midstream energy M&A.

Prior to practicing law, Mr. Ferreira worked in financial modelling and asset valuation and conducted graduate academic research on the role of uncertainty in business decision-making and asset and portfolio valuation methodologies, acquiring a fluency in risk, uncertainty, modelling and asset value perspectives that deeply informs Mr. Ferreira’s legal practice.

Professional/Civic Activities

  • Member, State Bar of Texas, Construction Law and Oil, Gas and Energy Law Sections
  • Member, Association of International Petroleum Negotiators (AIPN)
  • Member, Rocky Mountain Mineral Law Foundation (RMMLF)
  • Member, Society of Petroleum Engineers (SPE)
  • Associate, American Association of Petroleum Geologists (AAPG)
  • Advised client on participation farm-in and AAPL(710-2002)-based operating agreement for acquisition of non-operating working interest to drill prospects within an agreed area of mutual interest (AMI) in the outer continental shelf (OCS) of the Gulf of Mexico
  • Successfully represented defendant’s claim of title to mineral estate against hostile claimant in trespass to try title action and eventual mediation concerning unitized property being held by production
  • Negotiated well intervention services contract in representation of lease operator in shallow water OCS of Gulf of Mexico
  • Advised E&P company in matters arising out of mineral lease with Native American tribe as lessor under the Indian Mineral Development Act (IMDA)
  • Advised property owner regarding title matters and various interactions with land agents of upstream and midstream operators in regard to portfolio of more than 6,500 acres of mineral interests in major U.S. onshore shale play
  • Advised deepwater field operator on warranty claims against FPSO owner under vessel charter contracts for topside processing defects identified in post-installation testing/commissioning and on negotiation strategies for possible offer to purchase FPSO
  • Negotiated the equity sale of Colombian operating subsidiary in support of client seller’s country-exit strategy and buyer’s country-entry strategy
  • Acted as Integrated project counsel for field development project management team with responsibility for structuring and drafting bespoke suite of contracts and Invitation to Tender (ITT) packages optimized to minimize interface risk and accommodate block- and country-specific local content, procurement, and economic constraints as member of project team for appraisal and development of deep water oil discovery, including drafting for: front end engineering design (FEED); tanker conversion fabrication and topside module design of floating production, storage offloading vessel (FPSO) under long-term bareboat charter and associated operation and maintenance (O&M) agreement; subsea system, umbilical, riser and flowline (SURF) engineering, procurement, fabrication, installation and commissioning (EPIC) contract; production drilling and subsurface completion work, fabrication, transport and installation of subsea manifolds and drilling center distribution units; field-to-shore gas pipelines; and ancillary manpower and field services
  • Advised international oil company as operator in execution of joint operations for exploration and oil discovery evaluation in onshore exploration and production contract in the Middle Magdalena in Colombia
  • Assisted oil company in negotiations in Spanish with regulatory authorities in South American state applying regulations based on conventional operations in order to obtain successful proper accreditation of exploration and evaluation work programs involving unconventional horizontal drilling and hydraulic fracturing techniques in geologically complex intercalated tight stratigraphic trap formations
  • Advised non-operator on maritime laytime coordination logistics and oil sales matters for offshore FPSO in Brazil under joint operations terms requiring all participants to take production in kind
  • Provided ongoing legal support to E&P commercial new venture origination team responsible for evaluating and pursuing farm-in and bid round opportunities in Guyana, Brazil, Trinidad & Tobago, Colombia, Gabon and Mexico
  • Represented operator in negotiation and drafting of production sharing contract (PSC) in Spanish with the Director General of Hydrocarbons of the Ministry of Mines and Hydrocarbons of Equatorial Guinea for deepwater exploration block
  • Reviewed and drafted revisions to French language forms of production sharing agreement and local form of joint operation agreement in parallel negotiations conducted in English to acquire rights to exploration block in Francophone West African country
  • Advised operator client on conduct of operations under production sharing contract (PSC) and cooperation strategies with government authorities for an offshore block affected by international maritime border dispute
  • Advised operator client in Brazil on international drilling rig bareboat charter/local content operation & MSA/service contract structure in connection with execution of multi-well, multi-block exploration drilling campaign offshore in Santos Basin
  • Advised operator in removal of non-operator from production sharing agreement and joint operating agreement for financial default in West African jurisdiction
  • Negotiated and closed on the stock acquisition of an Angolan operating subsidiary including all assets and liabilities as buyer’s counsel in connection with a multinational seller’s global divestiture strategy
  • Represented LNG supplier on the project development of a 2.5 MMtpa LNG receiving/regasification terminal in South America, including negotiating and drafting terminal use agreements (TUAs), ex-ship LNG sale agreements, multiple offtake gas sales agreements, bespoke commercial support and security package, project company equity agreement between supplier and gas buyers, as well as coordinating linkages across project contracts of the vessel-to-terminal-to-pipeline supply chain
  •  Represented seller in farm-down assignment of participating interests and operator control of offshore blocks in Campos Basin Brazil
  • Advised non-operator in respect of its rights and obligations as participant in joint operations in Sierra Leone, including execution of an offshore exploration drilling program and operator actions vis-à-vis government authorities to obtain an extension of contract
  • Assisted international oil company in coordination and control of drafting of Portuguese language exploration granting instruments with Sonangol to acquire blocks in Angola in real-time during parallel negotiations conducted in English
  • Advised non-operator client in respect of joint operation matters arising out of operator’s exploration and discovery appraisal activities for blocks and discoveries in Côte d’Ivoire, Ghana and Romania
  • Advised operator in defining and executing joint operations strategy in AIPN-based joint operating agreement (JOA) to avoid successfully a potential forfeiture of mineral asset where one non-operator participant was financially constrained from consenting to certain asset preservation actions that required unanimous consent to be authorized under terms of production sharing agreement and JOA
  • Advised oil company on lease round participation and non-operator joint operations matters in U.S. Gulf of Mexico
  • Advised non-operator in Brazil with regard to operator assertion of exclusive operations rights over specific deep horizon across all acreage in block based on non-operator election not to consent to an “emergency” AFE for deepening to target horizon issued by operator while drilling rig was on location drilling approved joint operations exploration well targeting shallower depth horizon
  • Advised operator on royalty obligations and negotiated amendments with overriding royalty interest holder (ORRI)
  • Advised client technical M&A team on due diligence of portfolio of onshore, mature field producing wells in Louisiana in connection with bid to acquire operator target company
  • Led due diligence team and drafted and coordinated filing of real property instruments in volumetric production payment (VPP) transaction for production from working interests in portfolio of more than 400 producing domestic onshore oil and gas wells in Texas
  • Represented company in negotiations of FIDIC Silver Book-based turnkey EPC with prime engineering/construction firm for brownfield refinery capacity expansion project
  • Advised global gas trading company in connection with review of contract linkages in its global LNG supply chains resulting in contract amendments for existing global portfolio of long-term fixed destination FOB LNG purchase agreements and long-term fixed source ex-ship LNG sales agreements to address risks identified with respect to certain upstream gas sources and certain downstream off-takers
  • Conducted due diligence on midstream gas pipeline and gathering system property title and filed Texas deeds of trust and Louisiana mortgages as collateral for debt element of leveraged midstream asset acquisition
  • Assisted foreign investor in coordinating and executing new country entry and local operations establishment strategies in multiple OHADA-treaty African states
  • Represented international oil company in negotiation with national oil company (NOC) of a West African state for the acquisition of certain offshore production sharing contracts in which the NOC held 100% participating interests
  • Represented a multilateral development bank as lead lender in the project financing for the construction in Asia and delivery to South America of a $680 million semi-submersible drilling rig, including specific responsibility for drafting and negotiation of financing documents, guarantees and collateral security/vessel mortgage packages, advising on project execution documents to align with client bankability and quiet enjoyment requirements and advising client on loan management and restructuring of vessel construction project financing matters including over $100 million of unanticipated shipyard fabrication work scope change orders and schedule delay change orders
  • Represented equity sponsor in connection with the development of IFC-backed US$250 million greenfield cane-to-ethanol production project located in South America along with an adjacent “greenfield” dedicated sugar cane farm for feedstock, 5 km ethanol pipeline to a maritime export terminal facility and an adjacent 37MW ethanol-fueled co-gen power plant
  • Represented financial backer of 28 turbine 50 MW generation project wind farm project in review and advisement of project turbine supply agreements, balance of plant construction agreements, operations and maintenance agreements and power purchase offtake agreements
  • Negotiated charter parties for pontoons transport and topside transport from third country fabrication facility locations to shipyard location for integration in connection with fabrication of semisubmersible and for final heavylift/dry tow transport of completed structure from ship yard to point of service
  • Advised sponsor in strategic planning for the development and financing of a greenfield ethanol project using locally sourced sweet sorghum as feedstock to be built the Dominican Republic
  • Advised oil company in evaluation of possible pursuit of exploration opportunity in Nigeria-Sao Tomé e Príncipe Joint Development Zone (NST JDZ) and evaluation of potential co-venturers
  • Represented a private equity financed midstream gas partnership in the acquisition of processing plants and gathering systems located in Texas and Louisiana
  • Represented LNG feedstock supplier negotiations of long-term ex-ship LNG sales agreements and terminal use agreement for planned LNG import terminal and regasification facility in Mexico