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Haynes and Boone, LLP

Phil Lookadoo

Phil Lookadoo

Partner

Expertise

  • Commodities
  • Energy, Power and Natural Resources
  • Finance
  • Mergers and Acquisitions

WSG Practice Industries

Activity

Profile
Phil Lookadoo's practice addresses energy transactions and regulatory compliance in oil and gas, power and renewables, commodity trading and derivatives, mergers and acquisitions, and project finance and development. In addition to negotiating hundreds of contracts for energy transactions using standardized master agreements and customized bilateral agreements, Phil also addresses the regulatory compliance requirements for those transactions under Federal, State and International laws, including the FERC (oil, natural gas and power), the CFTC (Dodd-Frank Act), the EPA (renewables), numerous State laws, and various countries in Asia, Africa, Europe, and North and South America.

Phil has been practicing law in the energy sector for more than 30 years, starting in 1980 when he represented large interstate natural gas pipelines and major natural gas producers in FERC regulatory ratemaking, certificate and rulemaking proceedings under the Natural Gas Act.

For the last 20 years, he has represented developers of fossil fuel-fired and renewable power generation facilities in negotiating project development contracts (PPAs, fuel contracts, tolling agreements, hedges, energy management agreements, EPC and interconnection agreements, and renewable energy credit agreements), project financing agreements, and related M&A agreements.

In energy commodity trading, Phil works with the major standardized master agreements (including ISDA, EEI, NAESB, and NAEMA) for physical commodity and related financial hedging transactions. He negotiates heat rate call options for merchant power plants and other structured hedging transactions to ensure the financial viability of fossil-fuel fired and renewable power projects (which support project financing credit agreements) and oil and gas producers (which support borrowing base credit agreements). He also negotiates related credit support arrangements and intercreditor agreements among borrowers, lenders and hedge providers securing oil, natural gas, LNG, power plant, and renewable energy assets.

Phil currently chairs the Dodd-Frank Working Group of the International Energy Credit Association, and speaks frequently before trade groups and bar associations.

Phil has worked on transactions involving Argentina, Abu Dhabi, Australia, Bolivia, Brazil, Canada, Chad, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Ghana, Guatemala, Guyana, India, Jamaica, Kuwait, Mexico, Morocco, New Zealand, Oman, Peru, Philippines, South Korea, Sri Lanka, Trinidad, Uganda, United Kingdom and Venezuela.

Bar Admissions

District of Columbia

Education

J.D., Emory University School of Law, 1980
M.S., Nuclear Physics, University of Virginia, 1977
B.S., Physics, West Virginia University, 1975
Areas of Practice

Commodities | Energy, Power and Natural Resources | Finance | Mergers and Acquisitions | Midstream | NAFTA | Oil and Gas | Power and Renewables | Project Finance and Development | Regulatory Compliance

Professional Career

Significant Accomplishments

Represented US natural gas distributor in acquiring 20-year working interests in natural gas reserves and wells in Marcellus shale.

Represented international exploration and production company in agreement to provide crude and other feedstocks to a refinery in Canada, purchase the refined products, and provide inventory financing to the refinery owner.

Represented equity fund in acquiring refinery in Hawaii, securing crude supplies, inventory monetization, refined product off-take, and hedges with large commercial bank subsidiary.

Represented US joint venture in acquiring solar power project from a Chinese developer and arranging project financing.

Represented large commercial bank in providing project financing for three separate LNG export facilities.

Represented Chinese commercial bank in providing project financing for two natural gas-fired power plants in the US.

Represented US subsidiary of large international energy company in structuring physical transactions to hedge physically the market price volatility of wind power generation assets.

Represented retail power and natural gas marketer in negotiating multi-year contract for wholesale supplies of natural gas and electricity together with cash working capital facility from large international energy trading company.

Represented marketer in structuring transactions for export of US natural gas to Mexico.

Represented pipeline owner in selling intrastate natural gas pipelines to large electric utility subsidiary.

Represented equity fund in selling portfolio of gas-fired power plants in California.

Represented working interest owner in review and assessment of rights and liabilities under Purchase and Sale Agreement and Participation and Development Agreement for oil and gas properties in Marcellus shale.

Represented large oil and gas producer in structuring corporate affiliate to hedge market price risks of affiliated production and novating portfolio of hedging transactions, acquired in purchase of publicly-traded oil and gas producer, to this new hedging affiliate.

Represented major oil and gas producer in preparation of regulatory compliance manual and training program for marketing personnel with respect to physical sales and transportation, and related hedging, of oil and natural gas production in the US.
Articles

Trading Agreements and COVID-19: Addressing Force Majeure, Market Disruptions, and Traders Working Remotely
Haynes and Boone, LLP, April 2020

The nearly global response to the spread of the deadly Coronavirus has led to governmental authorities at all levels issuing “stay-at-home orders,” “orders to close non-essential businesses,” and bans on gatherings of 10 people or more. The resulting shut-down, as well as the impact of widespread remote-working practices and displacement of personnel, may disrupt or interrupt trading and hedging activity...

COVID-19 Force Majeure Under Long-Term LNG Contracts
Haynes and Boone, LLP, April 2020

In their March 3, 2020 Law 360 article, our colleagues, Rob Patterson and Shu-Shu Wong, commented on the trend of certain buyers evaluating the feasibility of invoking force majeure as an excuse for not performing their purchase obligations under their liquefied natural gas long-term sale and purchase agreements (LNG SPAs) due to the COVID-19 outbreak...

Several States Adopt CISA Guidance Giving “Essential Critical Infrastructure” Exemption for Energy Sector under COVID-19 “Shelter-in-Place”
Haynes and Boone, LLP, March 2020

Several state and local governments have issued “shelter in place” orders and undoubtedly more will follow. All have various exemptions for “essential businesses” and many rely on exemptions outlined in the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”) guidance on critical infrastructure workers...

WSG's members are independent firms and are not affiliated in the joint practice of professional services. Each member exercises its own individual judgments on all client matters.

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