Adrian L Talamantes

Counsel

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Adrian Talamantes

HOUSTON
T: +1 713 751 3253
F: +1 713 751 3290

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Adrian L. Talamantes is Counsel in the Global Transactions practice group of King & Spalding’s Houston office.  His practice focuses on a wide variety of domestic and international business transactions and industries, including project development, joint ventures, acquisitions and divestitures in the oil, gas and electricity industries.  Adrian’s experience also includes regular financing transactions and  commercial arrangements in the energy industry, including storage and transportation agreements, construction, management and operation agreements and other revenue-generating agreements, including master service and supply agreements.  His clients include domestic and international companies, project developers, investors, and buyers and sellers of equity and assets.

Adrian is fluent in English and Spanish and can review, analyze, draft and negotiate complex documents in both languages.

Representative Experience

Project Development

  • Representing a publicly-traded master limited partnership in various proposed joint ventures for the development of natural gas pipeline projects in Texas and Oklahoma

  • Representing a Mexican independent oil and gas company in the development of an integrated midstream fuels project in Mexico

  • Representing a U.S.-based midstream company in the development of a natural gas storage facility to be located in Texas and supply natural gas to the Mexican market

  • Representing Anadarko in the drafting and negotiation of joint venture agreements for the marketing of LNG and the financing of a proposed LNG liquefaction facility in Mozambique

  • Represented a world-leading integrated energy company in the development of a project for the import of fuel into Mexico (limited to the analysis of Mexican liability-related issues)

  • Represented Stone Energy with the acquisition of geologic information from the Mexican Comisión Nacional de Información de Hidrocarburos

  • Represented Scatec Solar in the modification of the company´s power generation permit in Mexico

  • Represented Grupo Promerica, a Costa Rican conglomerate, in the drafting and negotiation of agreements relating to the implementation of degree-granting undergraduate and graduate programs in Costa Rica by Texas Tech University – the first project of this kind in Central America

  • Represented a publicly-traded master limited partnership in the drafting and negotiation of joint venture agreements (including limited liability, operation and maintenance, construction management and secondment agreements) for the construction and operation of an intrastate natural gas pipeline in Oklahoma and an interstate natural gas pipeline in Texas and Oklahoma

  • Represented the largest independent oil and gas exploration and production company in Colombia in the development of a Phase One, 3.1 MM bbl crude oil storage, port facility and pipeline, including in the drafting and negotiation of storage agreements for such facility 

  • Represented a United States energy company in the drafting and negotiation of an operating agreement for a floating power generating facility in the Dominican Republic

  • Represented a private equity firm in the early-stage development of ethanol projects in the Dominican Republic, Argentina and Ecuador

  • Represented an Ecuadorian project company in various matters relating to the development and operation of the only privately-held heavy crude-oil pipeline and marine terminal facilities in Ecuador, and in the related negotiations with Ecuadorian governmental authorities, including the Ministry of Energy and Mines, Petroecuador and the Dirección General de la Marina Mercante y del Litoral (DIGMER), resulting in the approval by the Government of Ecuador of the general terms and conditions (including lifting and crude-oil transfer procedures, quality bank and fuel allocation principles, and marine terminal regulations) governing the operation of such pipeline and marine facilities

  • Represented an Ecuadorian project company in the negotiation and execution, on an emergency basis, of a crude-oil transportation agreement with Petroecuador

  • Represented a leading international energy company in the proposed development of a 100MW co-generation facility in the State of Tamaulipas, Mexico

Acquisitions

  • Represented SolarCity in the drafting and negotiation of asset purchase, service and development agreements for early-stage solar power projects in the United States

  • Represented Chevron Corp. in the structuring of its shale investment in the Vaca Muerta region of Argentina, including in the drafting and negotiation of investment and operating agreements

  • Represented a Singaporean E&P company in the drafting and negotiation of an asset purchase agreement for the acquisition of operating oil and gas leases in the Gulf of Mexico

  • Represented a Canadian company in the negotiation, drafting and implementation of a farm-out agreement and a joint operation agreement for the development of a block licensed by Joint Oil (Libya and Turkey)

  • Represented a Russian international oil and gas E&P company in the drafting and negotiation of agreements for the acquisition of shale interests in the United States

  • Represented a Chinese leading energy company in the acquisition of producing and developing oil and gas properties in Colombia

  • Represented a consortium of Chinese national oil companies in the acquisition of producing and developing oil and gas properties in Ecuador, valued at $1.4 billion, including an interest in a heavy crude-oil transportation pipeline valued at $1 billion

  • Represented a United States leading natural gas transportation company in the acquisition of a liquefied natural gas (LNG) receiving terminal on the Mississippi Gulf Coast, and in the drafting and negotiation of related merger and joint venture agreements

  • Represented a Japanese energy company in the negotiation of a proposed farm-out of a service contract for the exploration and production of crude-oil in Ecuador

  • Represented a United States petrochemical company in the acquisition of the textile effects business of a leading biological and chemical group of companies dedicated to the production of specialty chemicals in the Americas, including business operations in the United States, Canada, Mexico, Guatemala, Honduras, El Salvador, Panama, Colombia, Venezuela, Peru, Ecuador, Chile, Argentina and Brazil

  • Represented an investment banking and securities firm in the acquisition of operating and developing wind power generation projects in the United States and Costa Rica

Divestitures

  • Represented EOG Resources in the sale of all of its operating oil and gas assets in Argentina to YPF, S.A.

  • Represented an Australian energy company in the divestiture of onshore oil and gas interests in the United States

  • Represented a debtor-in-possession in the sale to a Chinese leading ship-building company of assets for the construction and completion of one floating, drilling, and crude-oil producing, storing and offloading vessel, as part of a plan of reorganization, including in the negotiation of assignment and settlement agreements with 21 vendors of equipment and other construction materials

  • Represented an international energy company in the divestiture of project companies holding rights to construct and operate a 130 km. natural gas pipeline in central Mexico

  • Represented a United States energy company in the divestiture of project companies holding rights to operate a 543-kilometer natural gas pipeline located in Argentina and Chile

  • Represented El Paso Corporation in the auction and divestiture of its power plant portfolio in Panama, Nicaragua, Guatemala, El Salvador and the Dominican Republic
  • Represented Shell Oil Company in the divestiture of one of its gasoline station portfolios in the United States

Restructuring of Investments

  • Represented an energy company in connection with the restructuring and eventual divestiture of its asphalt-related investments in Mexico

  • Represented a Chinese global energy company in the restructuring of its crude-oil exploration and production interests and related investments in Ecuador as a result of government action and changes in law

  • Represented a Chinese energy company in the restructuring of its producing heavy crude-oil operations and investments in Venezuela as a result of government action and changes in law
Commercial Arrangements
  • Representing SolarCity in the drafting and negotiation of behind-the-meter and net-metering power purchase agreements

  • Represented a leading drill bit manufacturer in the drafting and negotiation of domestic and international master services, dealer and distribution agreements

  • Represented an oil field services company in the drafting and negotiation of a master services agreement with major international oil and gas E&P company for the provision of water treatment, disposal and other services

  • Represented a global chemicals company in the drafting and negotiation of its commercial agreements, including services agreements, supply agreements, purchase agreements and equipment leases

Capital Markets

  • Representing a U.S.-based lender in the drafting and negotiation of loans secured by properties in Mexico

  • Represented a U.S.-based borrower in the negotiation of Texas-based loan and security agreements

  • Represented a global real estate developer in various secured re-financings with major U.S.-based life insurance companies

  • Represented MicroCredit Enterprises in the drafting of its microloan credit agreements for low income individuals in Latin America

  • Represented a global real estate developer in a $160 million secured re-financing with a major U.S.-based life insurance company in two tranches, the proceeds of which refinanced a 2012 loan maturity

  • Represented a global real estate developer in a $177 million secured loan with two major U.S.-based life insurance companies, with the proceeds used to finance property acquisitions in Mexico

Awards & Recognition

  • Texas Super Lawyers 2007 – Rising Star – Mergers and Acquisitions; Texas Monthly, 2007

  • Recipient Lindsey Haid Memorial Award (awarded by the Faculty of South Texas College of Law in recognition of individual leadership, an appreciation for life and promising legal ability); May 19, 2000

Speeches, Articles and Interviews

  • Mexico Begins Reorganization of Wholesale Electricity Market, Natural Gas and Electricity, December 2015

  • A few thoughts regarding Mexico's model contract for shallow waters under round one Energy Law Exchange, July 2015

  • Bids on Mexican Shallow-Water Blocks Approved, Interview with Texas Lawyer, May 29, 2015

  • SENER Publishes Mexican Wholesale Electricity Market Protocols, Energy Law Exchange, October 2015

  • Mexico's New E&P Contracts, Energy Law Exchange, October 2014

  • Electricity reform in Mexico: new opportunities and roles”, Energy Law Exchange, October 2014

  • Mexican President Enrique Peña Nieto Promulgates Secondary Oil and Gas Legislation”, Energy Law Exchange, August 2014

  • Taking the Road Best Travelled? CFE seeks electric-gas “convergence”, Energy Law Exchange, April 2014

  • Pemex Requests Mexico E&P Areas from SENER, Energy Law Exchange, February 2014

  • 2013 Mexican Energy Reform – Overview of Oil and Gas Amendments, Energy Law Exchange, December 2013
  • An Unprecedented Change in Mexican Energy Politics, Currents - International Trade Law Journal, December 2013

  • The Incoming Sea Change in Mexican Energy Politics, Law360, November 2013

  • Overview of Pemex’s 3rd Round Model Service Contract; Energy Newsletter, April 2013

  • Recent Developments in Latin American Contracts for the Exploration and Exploitation of Hydrocarbons (presented at the United States-Mexico Bar Association 2011 Annual Meeting), November 10, 2011
LANGUAGES
English
Spanish

MEMBERSHIPS
State Bar of Texas
American Bar Association
Houston Bar Association
Association of International Petroleum Negotiators
Phi Delta Phi – Santos Theriot Inn

ADMISSIONS
Mexico
Texas