Kristin D. Kluding

Experience

Energy

• Assists oil and gas and other energy industry companies in preparing and negotiating various types of commercial contracts and transactional documents including: master service/work agreements; professional service agreements; salt water disposal and tank bottom agreements; purchase and sale and farmout agreements; consulting services agreements; and drilling contracts.
• Assisted in advising petroleum products company, and in conducting UCC lien and title diligence in relation to, acquisition of and related industrial development bond financing for Wyoming refinery.
• Prepared phantom overriding royalty interest compensation plan, negotiated loan documents, and assisted in closing of $50 million financing transaction for independent oil and natural gas driller and producer.
• Assisted in advising upstream oil and gas company regarding options for obtaining relief, under subject operating agreement and relevant state and federal law, from its obligations for hundreds of wells with respect to which company was unprofitably participating as a nonoperating working interest owner.
• Assisted in advising North American E&P company, in connection with its contemplated divesture of oil and gas assets, regarding residual liability of former working interest owners for plugging and abandonment obligations under Montana, North Dakota, Oklahoma, Utah, Wyoming, federal, and Native American lands-specific law.
• Assisted in preparing, on behalf of independent energy company, response to creditor in bankruptcy’s application for allowance and payment of administrative expense claim, contending under Texas law the proper deduction of post-production costs from creditor-lessor’s royalty based on the interpretation of conflicting royalty clause language.

Environmental/Real Estate

• Assists in advising multinational manufacturing and processing client with respect to remediation and other options pertaining to prior PCB release and contamination of an industrial facility in Texas.
• Conducted title diligence for Washington, California, and Oregon properties for which conditional and final No Further Action letters had been issued evincing the sufficiency of contamination cleanup efforts, and prepared contracts for sale of commercial real estate at auction, including corresponding deed and state-specific disclosure exhibits, on behalf of multinational energy company as seller of the remediated properties.
• Assisted in conducting title diligence and preparing and advising national pipeline company with respect to settlement and release and property access agreements and restrictive covenant executed between company, private parties, and Texas Commission on Environmental Quality as the result of crude oil spill.
• Assisted in advising NYSE listed construction materials company regarding disputed termination of Texas sand and gravel leases for failure to pay advance and/or production royalties during primary term of renewed leases based on company’s reliance on lessor’s representations made in connection with lease consolidation negotiations.
• Assisted in advising owner of private water facilities regarding propriety under Texas law of possible joint venture or co-lessor arrangement with real estate developer.
• Prepared and arranged recordation of mineral deeds providing for the inter vivos transfer of interests out of trust res, with one of such conveyances implicating the Texas Uniform Transfers to Minors Act.

Business

• Assists numerous publicly traded energy corporations in preparing Forms 10-K, 10-Q, and 8-K for filing with the SEC, and in ensuring the compliance of same with applicable SEC rules and regulations.
• Assisted in advising hydrocarbon exploration company on several issues relating to indentures governing company’s notes including: holder consent requirements; maturity date extension; restricted payment calculation; and anti-layering provisions.
• Prepared for publicly traded energy company proposed forms and policies and other guidance and instructive materials, based on company documents, relevant state law, NYSE corporate governance listing standards, and applicable SEC rules and regulations, for use by company’s board of directors, board committee members, and executive officers.
• Assisted in preparing limited liability company formation documents and operating agreements as part of reorganization of publicly traded timeshare company.
• Prepared annual shareholder meeting documents and assisted in preparing activist shareholder playbook for publicly traded oil and gas exploration, development, and production company.
• Conducted diligence relating to shareholder approval and dissenters’ rights under Pennsylvania law in connection with publicly traded holding company’s proposed plan of merger.
• Prepared for global manufacturing company small business subcontracting plan to be included as part of $12 million bid for government subcontract.
• Assisted in preparing CFIUS filing assessment and in advising investment management firm of its obligations under FIRRMA in light of its operational financing of space technology development initiatives.
• Prepared FCPA best practices and red flags review for hydrocarbon processing industry supplier’s use as due diligence tool for vetting foreign sales agents.

Memberships

• Texas Bar Association
• Houston Journal of International Law: Advisory Board Member
• Association of International Petroleum Negotiators
• National Order of Scribes
• Ladies’ Alliance of Recent Alumnae: Founder, Committee Member