REPRESENTATIVE EXPERIENCE
Hilary Soileau
Energy Projects - Transactional
Performed due diligence for the asset purchase agreement for investment in an LNG facility in the Gulf of Mexico and related offtake allocation assessing operational agreements for offtake, terminal use, and gas supply
Performed due diligence for the acquisition of an oil and gas exploration and production operator and management company assessing transfer of oil and gas property interests
Advised on the nomination of a shipper and agent within the European Federation of Energy Traders on behalf of a US-based natural gas seller to deliver natural gas into an Italian pipeline
Negotiated an amended and restated mid-term Texas crude sale and purchase agreement
Drafted an SPA for the spot sale of Iraqi Basrah crude
Managed the RFP process, including negotiation of long-term LNG SPA terms, for a Colombian LNG FSRU operator importing LNG
Advised a multinational banking entity on the negotiation of multiple loan-linked, financially settled, commodity ISDAs with pari passu security assurances
Advised an LNG marketing entity on its entry into the LNG bunkering market, including advice related to LNG trucking service contracts and form of truck-to-ship bunkering terms and conditions
Performed due diligence of gas sale agreements with state-owned entities in APAC related to acquisition of gas assets by an Indonesian oil and gas company
Advised a geothermal company on consulting and other services agreements related to engineering, testing, and production of first-of-its-kind technology
Negotiated an Outer Continental Shelf Advisory Board form of Decommissioning Credit Support Agreement in connection with a minority investment in United States offshore oil and gas assets by a foreign purchaser
Negotiated loan-linked, financially settled, energy commodity ISDAs on behalf of a Texas oil and gas exploration and production company in connection with multiple acquisitions of oil and gas assets
Negotiated an Energy Supply Agreement and related ISDAs with a wholesale natural gas provider on behalf of a retail gas marketer
Represented a global shipping company in negotiating an LNG master bunker services agreement with a European seller
Managed the RFP process, including the negotiation of long-term LNG SPA terms, for a Guatemalan LNG FSRU operator importing LNG
Advised a European LNG-to-power plant operator on long-term LNG supply strategy in advance of expiration of existing LNG supply agreement
Advised a trading house on form of bilateral LNG MSPA
Advised a minority investor on the investment and shareholder agreement of one of the first LNG deepwater ports in the United States and performed related due diligence
Advised a foreign client on governmental requirements related to credit support of LNG deepwater port and negotiate with co-investors related to same
Negotiated multiple MSPAs for the purchase of LNG on behalf of one of the largest LNG importers in the world
Power Projects – Transactional
Negotiated loan-linked, financially settled, energy commodity ISDAs on behalf of an independent power producer in connection with financing of multiple projects
Negotiated a power purchase agreement from a 250 MW natural gas power plant located in Colorado with a leading independent energy and commodity group on behalf of an independent power producer
Negotiated ISDA and confirmations for revenue swaps associated with financing a 200 MW / 400 MWh standalone battery energy storage system (BESS) located in Texas
Drafted and negotiated a long-term production tax credit sale for credits associated with energy production from a first-of-its-kind, restarted, nuclear power plant project
Advised on the corporate governance process to require a manager to transfer production tax credits allocated to joint venture partners
Negotiated a 16-year, fixed-price tolling agreement with a utility company to convert a 700 MW power facility in Washington state from coal to natural gas
Supported a renewable energy company in its response to a request for proposal from an electric company, including consulting on deal structure and drafting and negotiating letters of intent and term sheets for renewable natural gas supply agreements, non-disclosure agreements, exclusivity agreements, joint development agreements
Prepared a solar energy project's response to an OGE request for proposal for ISDA form for power capacity trading in the Southwest Power Pool
Negotiated ISDA for power capacity sell
Alternative Fuels
Represented a global shipping company in drafting and development of form green methanol purchase agreements and negotiation of green methanol purchase agreements with producers across Asia and Europe, including logistics arrangements for bunkering
Drafted document suite of forms for spot purchases and sales of marine fuels, including green methanol and biofuels
Advised a shipping company on long-term heavy waste tire pyrolysis oil SPA with deliveries in Europe and Asia
Advised on legal liability, customs, taxes, corporate structuring, and maritime regulation related to establishing an LNG bunkering business off the coast of the United States
Advising a project developer on the project development and offtake related to a liquid hydrogen project in Arizona
Marine Operations and Transactions
Drafted and supported in negotiation of a tug services agreement and associated documents on behalf of an LNG producer and terminal operator in support of a request for proposal of tug services at an LNG facility in Louisiana
Advised a project company with a Guam government contract for port development on the purchase and registration with the NVDC of barges to support the construction, including advice related to the international transit of the barges for the shipyard
Advised a high-net-worth individual regarding registration of a yacht with Marshall Islands registry, including formation of a Marshall Islands entity
Advised an energy marketer regarding regulatory compliance and legal risk related to handling LNG purchases and sales in multiple states across the US Gulf Coast
Advised a military contractor on Marshall Islands vessel registration to maintain adequate confidentiality
Managed drafting, negotiation, and execution of charterparty and affreightment contracts on behalf of an independent upstream oil and gas company in exploration of an untested sub-Saharan Africa conventional gas-condensate prospect and advised on the impact of COVID-era logistics issues, including all related port fees and customs issues
Reviewed and revised marine cargo forms for an LNG export facility, including the operations logbook, bill of lading, certificates of quantity and origin, and cargo manifest
Represented a purchaser of fleets of tugs and barge in the purchase and transfer of registration with the US Coast Guard National Vessel Documentation Center and the Surface Transportation Board
Drafted and supported negotiation of a tug services agreement and associated documents on behalf of an LNG producer and terminal operator in support of a request for proposal of tug services at an LNG facility in Mexico
Drafted and supported in negotiation of a tug services agreement and associated documents on behalf of an LNG producer and terminal operator in support of a request for proposal of tug services at an LNG facility in Gulf of Mexico and negotiated project coordination agreement on behalf of an LNG terminal marine operator with lenders and tug services provider for the financing of purpose-built LNG terminal tugs
Represented a biotech company in developing a form charter party agreement
Reviewed and revised consents to assign bunkering services agreements and related guarantees
Drafted and negotiated charter party and contract of affreightment on behalf of an aluminum company as part of development of a recycling and rolling facility
Drafted and negotiated charter party and contract of affreightment for transportation of heavy freight on behalf of a wind energy developer
Represented a seller of a mega yacht in the sale and transfer of registration with the Cayman Islands
Represented a salt producer in negotiation of an inland barging charter agreement
Advised a US shipping and navigation company on regulatory, commercial, and operational considerations of converting vessels to LNG bunkering from the construction through operational stages and including tariffs and customs issues
Advise related to the applicable legal regime for a foreign-flagged mobile offshore drilling unit in the Gulf of Mexico
Represented a bank in financing LNG tug construction
Drafted a legal opinion on the enforceability of the contractual obligations of a marine terminal operator in tug services agreement pursuant to federal maritime law on behalf of an LNG producer and terminal operator in support of financing.
Represented a US-flag shipping, fleet management, and marine personnel company in refinancing, including financing of new vessels, and drafted legal opinion related to interpretation of federal maritime law
Liquefied Natural Gas (LNG)
Advised an FSRU owner in the drafting and negotiation of the terminal rules, terminal use agreements, and gas supply agreements for a liquefied natural gas terminal in the Dominican Republic
Negotiated terms of a mid-term LNG offtake agreement on behalf of a Baltic energy portfolio
Represented the buyer in the review and negotiation of a master LNG sale and purchase agreement with a state-owned entity
Supported an infrastructure finance company in due diligence review of LNG pipeline access, tariffs, and connectivity
Part of the due diligence team for an asset purchase agreement for investment in an LNG facility in the Gulf of Mexico and related offtake allocation assessing operational agreements for offtake, terminal use, and gas supply
Consulted on contractual and regulatory issues related to extended force majeure at an LNG terminal on the Gulf of Mexico
Represented a purchaser of LNG in amending a long-term sale and purchase agreement
Represented an offtaker in drafting and advising on a long-term LNG sale and purchase agreement with an affiliate in Canada
Other Energy Project Development
Drafted a natural gas transportation agreement, NAESB for gas purchase, and water services agreement on behalf of an aluminum manufacturing plant seeking to have interconnection built for its facility
Represented a pipeline operator in drafting a pipeline operation and maintenance contract for the conversion of a crude oil pipeline to a CO2 pipeline and subsequent operation and maintenance
Advised on the incorporation of an offshore drilling company and organization of commercial relationships and contracts with operators and charter vessels
Updated an exploration and production company's templates for goods and services agreements
Managed tender, drafting, negotiation, and execution of air transportation and services contracts on behalf of an independent oil and gas company in exploration in Australia's Northern Territory, including drafting requests for proposal
Managed drafting, negotiation, and execution of air and land transportation, engineering, and services contracts on behalf of an independent oil and gas company in exploration of an untested sub-Saharan Africa conventional gas-condensate prospect and advised on the impact of COVID-era logistics issues, including advising on contract strategy to account for various stages of financing
Drafted and negotiated a purchase and sale agreement for oil and gas assets across the United States and advise on impact of a previous owner's bankruptcy filings
Performed a risk analysis of contract obligations to advise on insurance procurement on behalf of an independent oil and gas company in exploration of an untested sub-Saharan Africa conventional gas-condensate prospect
Advised on multijurisdictional issues, including customs, visas, and taxes, on behalf of an independent oil and gas company in exploration of an untested sub-Saharan Africa conventional gas-condensate prospect
Represented a global energy technology company in drafting of procurement contracts to pass through risk and obligation to subcontractors in back-to-back agreements across oil and gas, mining, and new energy industries
Counseled technical teams on contract performance during handover from technical sales
Advised senior stakeholders at an energy technology company on legal and business development strategies surrounding price increases and client mergers and acquisitions
Represented a global energy technology company in negotiation and drafting of more than 100 master services agreements, integrated services and consulting agreements, rig contracts, contract assignments and novations, and confidentiality agreements with clients from oil and gas, mining, and new energy industries, including drafting and submission of proposals in response to RFPs and collaborating with technical sales and health, safety, and environment teams to customize corporate standards for particular scopes
Drafted joint operating agreements for oil and gas operators in the United States and advised key stakeholders on operational compliance and application of course of performance doctrine to impact contract interpretation with regard to joint operating agreements
Drafted gas transportation and processing agreements
Drafted lessons-learned reports on contract performance that resulted in dispute resolution proceedings regarding accounting issues in operating agreement and transition services agreements
Represented a seller of compressed natural gas in drafting and negotiating a fuel supply agreement with a foundational customer pre-financing
Consulted on federal regulatory matters, including decommissioning, surface use, abandonment, and significant sediment areas
Advised on transfer ownership of federal offshore oil and gas leases and related operator transition and approval
Advised on reporting and responses investigations to BSEE, US Coast Guard, and OSHA regarding incidents at various offshore oil and gas operations
Negotiated and drafted a development agreement and related shoreside lease with a government entity on behalf of an offshore wind company
Reviewed commercial contracts impacted by loan winddown for an offshore wind project and advised lender on avenues to exit agreements and potential liabilities related to same
Negotiated and documented energy commodity purchase agreements, including power, oil and gas, and renewable energy certificates, contracted under customized agreements and/or using industry forms such as ISDA and NAESB for multiple energy marketing entities
Negotiated trade financing of crude oil on behalf of a broker and petroleum management company
Developed and drafted a suite of form energy commodity purchase agreements, including power, oil and gas, and renewable energy certificates, contracted under customized industry forms such as ISDA and NAESB
Draft NAESB form for interruptible power purchase
