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Zachary P. Ferreira

Of Counsel
+1.713.815.7369
Fax +1.713.815.7301

Zachary Ferreira is Of Counsel in the firm’s Houston office where he is a member is of the Oil, Gas and Resources practice group.

In his primary practice Mr. Ferreira works with U.S. and international energy and natural resource companies, investors, service companies and national oil companies in onshore and offshore operations, commercial, financial and M&A matters and infrastructure projects. Mr. Ferreira has advised both oil & gas field operators and non-operator co-venturers extensively on drilling and E&P activities, facilities construction and on contracting strategies for onshore and offshore field development infrastructure (including for the fabrication and charter of drilling vessels, the design, fabrication, installation and commissioning of fixed installations and floating facilities (such as SPARs, TLPs, FPSOs and other floating units), subsea systems, URFs, vessels and pipelines).

Mr. Ferreira also practices in U.S. and international project finance; mergers, acquisitions and dispositions involving oil & gas, energy, maritime and infrastructure assets; LNG supply chain contracts; and complex infrastructure FEED, design, fabrication, construction, installation, commissioning and decommissioning matters.

Professional Background

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

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 works with project management teams and multi-disciplinary technical delivery teams, 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.

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 master services agreements.

Previously, 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 becoming a lawyer, Mr. Ferreira worked for several years 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.

Professional/Civic Activities

  • Member, Society of Petroleum Engineers (SPE)
  • Member, Association of International Petroleum Negotiators (AIPN)
  • Member, Rocky Mountain Mineral Law Foundation (RMMLF)
  • Member, State Bar of Texas, Construction Law and Oil, Gas and Energy Law Sections
  • Associate, American Association of Petroleum Geologists (AAPG)

Offshore Upstream Oil & Gas

  • 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
  • Negotiated well intervention services contract in representation of lease operator in shallow water OCS of Gulf of Mexico
  • 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
  • Advised deepwater field operator on warranty claims against FPSO owner under vessel fabrication, bareboat charter and O&M contracts and negotiation strategies for possible offer to purchase FPSO the materially significant topside processing system defects
  • Advised non-operator on maritime laytime coordination logistics and oil sales matters for offshore FPSO in Brazil where all joint operations participants took 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 including successful participant pre-qualification, evaluation of contract risks and where commercially justified, successful bid participation
  • 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 real-time during 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 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 removal of non-operator from production sharing agreement and joint operating agreement for financial default in West African jurisdiction
  • 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 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 informal dispute with supermajor operator in Brazil that asserted a claim that non-operator had lost participation in all pre-salt exploration prospects in block under exclusive operations clauses of JOA due to non-consent of emergency AFEs issued by operator for well deepening to a pre-salt target while drilling rig was on location drilling approved joint operations exploration well
  • 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

Onshore Upstream Oil & Gas

  • 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
  • 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 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 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

Midstream Oil & Gas (including LNG)

  •  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
  • 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
  • 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
  • Advised non-operator on maritime laytime coordination logistics and oil sales matters for offshore FPSO in Brazil where all joint operations participants took production in kind
  • 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
    Maritime
  • Drafted long-term bareboat charter and associated operation and maintenance (O&M) agreement for tanker-converted FPSO as part of project for a major deep-water development project in Angola
  • Advised block operator client in Brazil on international drilling rig bareboat charter/local content operation & service contract structure in connection with execution of exploration drilling campaign offshore in Santos Basin
  • Drafted ship mortgage for financial client taking marine drilling rig as collateral
  • Negotiated BIMCO form-based charter parties for the transport of pontoons and topside fabricated oil and gas processing equipment from third country fabrication facility locations to shipyard location in Abu Dhabi in connection with fabrication of floating offshore structure and for final transport of completed non-self-propelled structure from Abu Dhabi to South America

Construction

  • Structured and drafted bespoke suite of contracts and Invitation to Tender (ITT) packages optimized to accommodate block- and country-specific local content, procurement, and economic constraints as integrated member of project team for appraisal and development of deep water oil discovery in Angola, including for:
    • front end engineering design (FEED),
    • tanker conversion fabrication and topside module design of floating production, storage offloading vessel (FPSO),
    • subsea system, umbilical, riser and flowline (SURF) and CALM Buoy engineering, procurement, fabrication and construction, installation and commissioning (EPCI),
    • 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
  • Represented national oil company in negotiations of FIDIC Silver Book-based turnkey EPC contract with major global engineering/construction firm for brownfield refinery capacity expansion project
  • Represented equity sponsor in connection with the development of a 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
  • Advised participant lender in project construction financing for an LNG receiving terminal project in South America in the drafting, negotiation and review of project documents covering LNG-to-gas supply chains, project engineering and construction terms, project special purpose vehicle formation, and collateral and security packages.

Mergers, Acquisitions & Divestitures

  • Negotiated the equity sale of Colombian operating subsidiary in support of client seller’s country-exit strategy and buyer’s country-entry strategy
  • 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 buyer in farm-in acquisition of 50% working interest and operator responsibility in onshore block in the Middle Magdalena in Colombia
  • Represented seller in farm-down assignment of participating interests and operator control of offshore blocks in Campos Basin Brazil
  • Represented the buyer in the negotiation and closing of the acquisition of an Angola operating subsidiary in connection with a seller’s international asset divestiture strategy
  • Represented a private equity financed midstream gas partnership in the acquisition of processing plants and gathering systems located in Texas and Louisiana
  • 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 of term sheet 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

Project Finance and Energy Finance

  • 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 packages, advising on project execution documents to align with client bankability and quiet enjoyment requirements and advising client on loan management matters including unanticipated work scope change orders and schedule delay change orders for shipyard fabrication cost overruns and delays charged by contractor with over $100 million
  • Represented a non-bank financial sponsor participant lender in the project financing of the $1.3 Billion LNG import terminal and regasification facility in South America
  • Represented client acting as lead construction credit facility arranger and minority equity investor in a domestic renewable 50 MW generation project (wind)
  • Represented project sponsor in International Finance Corporation (IFC) capital investment in ethanol project in Peru
  •  Represented buyer in volumetric production payment to major domestic natural gas producer in connection with seller financial restructuring strategy
  • Represented lender in closing a reserve-based loan facility for borrower producing from mature assets in Permian basin in Texas

Renewables

  • Represented financial backer of 28 turbine 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 cane feedstock supply contracts and long-term FOB offtake agreements in representation of ethanol production project company in Latin America
  • 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