Holt Energy Advisors has partnered with VassPetro to provide a range of bite-size upstream commercial and legal training courses.

The courses which can be provided physically or online and range in duration from 1.5-4 hours cover topics from farmout agreements, knock-for-knock indemnities through to hydrocarbon sales and petroleum economics.

Chris Starling commented: 
"We are very pleased to have been able to develop this suite of training options which can be delivered to our existing clients and the wider industry. Combining HEA's commercial experience with the legal capability of VassPetro allows us to provide expert training on a range of key topics very relevant to today's energy business environment."

Uisdean Vass commented: 
"We are delighted to be working together with HEA to bring topical and expert legal and commercial training to a wide oil industry market."

Holt Energy Advisors is a boutique energy advisory company delivering expert commercial consulting and transaction advisory solutions to the energy sector.

VassPetro provides specialist oil and gas legal services to oil companies, the supply chain, financiers and regulators wherever they may be, whether UK-based or international.

Courses

1. Farmout Agreements (FOA)

A detailed review of the classic deal document / when and why it is used / "Equity First" and "Equity After" variants / how the carry works / consideration / damages / relationship with JOA and more.

• TRAINING DESIGNED FOR: Oil company in-house lawyers and commercial executives (international or UK)
• DURATION: Approximately 90 minutes
• PRESENTER: Uisdean Vass

SUBJECTS COVERED INCLUDE:

• The FOA and the Licence (or PSC)
• How the FOA works
• The carry and the promote concepts
• The FOA – when and why?
• FOA vs Asset Sale & Purchase Agreement (ASPA)
• The bundle of rights to be transferred
• Possible consideration options.
• Definition of the farmout programme (FOP)
• Equity-First and Equity-After (Earn-in) FOAs
• Remedies for failure to perform FOP
• Force Majeure
• Conditions precedent
• Funding triggers and economic date
• Termination of FOA
• Beneficial interests and re-assignment
• The FOA, joint operating agreement (JOA), and Licence - critical triangular relationships
• The FOA and a pre-existing JOA
• The FOA and a new JOA
• The danger of JOA default provisions
• FOA undertakings
• Representations and Warranties
• Transfer of the FOA by either Farmor or Farminee
• Partial Farmout of Licence
• Operatorship
• Confidentiality and Announcements
• Choice-of-law and Dispute Resolution

2. Knock-for-Knock Clauses, Idemnities and Exclusions

An analysis of the vital role of indemnities and exclusions in oil and gas docs / reviewing LOGIC K4K / Carve-outs and Carve-ins / "Negligence", "Gross Negligence" and "Wilful Misconduct" / English law compared to the Deepwater Horizon decision and Brazil, and more.

• TRAINING DESIGNED FOR: Oil company in-house lawyers and commercial executives (international or UK)
• DURATION: Approximately 90 minutes
• PRESENTER: Uisdean Vass

SUBJECTS COVERED INCLUDE:

• K4K rationale & development
• Indemnity/exclusion/limitation of liability
• A review of LOGIC K4K
• K4K as both indemnity and exclusion
• "Hold Harmless"
• contra proferentum rule
• "Negligence"
• "Gross Negligence" and "Wilful Misconduct"
• Limits of parties' rights to agree contractual terms
• Examples of WM indemnities
• The "Other Contractor" issue
• Consequential Losses
• Compare: Deepwater Horizon Case
• Compare: Brazil's approach

3. Maximising Economic Recovery MER

The UKCS has undergone a regulatory revolution with the 2016 advent of MER - In this training, we look at original MER (2016) and amended MER (2021) / who owes MER duties to whom / the principal MER duties / the effect of MER on private contracts / the impact of Net Zero / Loach v OGA and more.

• TRAINING DESIGNED FOR: Oil industry in-house lawyers and commercial executives (UKCS only)
• DURATION: Approximately 90 minutes to 2 hours
• PRESENTER: Uisdean Vass

SUBJECTS COVERED INCLUDE:

• The Wood Review
• Formation and powers of NSTA (formerly OGA)
• The "principal objective"
• MER Parties and MER obligations
• The MER Strategy 2016 - Old MER
• The Central Obligation - MER's Sword
• "Economically Recoverable"
• The Safeguards - MER's Shield
• "Satisfactory Expected Commercial Return"
• SECR - Divestment or Relinquishment
• Swordplay - The Supporting Obligations
• Exploration
• Asset Stewardship
• Decommissioning
• TAQA v Rockrose - The effect of MER on private contracts
• The MER Strategy 2021 - New MER
• Net Zero and the Central Obligation
• "Reducing greenhouse emissions as far as reasonable in the circumstances"
• "Good and proper governance"
• Collaboration
• Carbon Capture
• Climate Change Act as amended
• Loach v OGA & BEIS
• Relevant climate change litigation

4. Third Party Access to Offshore Infrastructure

In a mature province like the UKCS, with very extensive infrastructure and typically small new developments, TPA is a key regulatory theme.

UKCS TPA is complex and interrelates with MER. Let leading commentator Uisdean Vass guide you through the minefield.

• TRAINING DESIGNED FOR: Oil company in-house lawyers and commercial executives (UKCS only)
• NOTE: It is helpful to take our MER training prior to taking the TPA training.
• DURATION: Approximately 90 minutes to 2 hours
• PRESENTER: Uisdean Vass

SUBJECTS COVERED INCLUDE:

• The Players: Infrastructure Owner, Discovery Owner and State
• The TPA conundrum
• Our system of Negotiated Access
• Energy Act 2011 Sections 82-91
• The requirement for a negotiation
• Application to NSTA (formerly OGA) on failed negotiation
• NSTA's right to initiate its own proceeding
• Section 82(7) - 7 key factors
• TPA applies to all offshore infrastructure
• "Term Sheet approach"
• Impact of Competition Law on TPA
• MER applicable to TPA
• MER Strategy Paras 11 & 12
• TPA Guidance
• Reasonable capacity needs of Infrastructure Owner
• Honour prior commitments
• General Tariff Principles - Guidance, Para 80
• Infrastructure Code of Practice (ICOP)
• 4 Information programmes
• Automatic Referral Notice
• ICOP principles
• Nelson-Howe Dispute

5. Hydrocarbon Sales

Managing the value of hydrocarbon sales is critical to ensuring you can maximise the value of product streams.

In this training, we will give background on the key hydrocarbons and how and where they are sold and their associated trading fundamentals together with an explanation of the associated commercial and operational processes associated in getting hydrocarbons to market.

• TRAINING DESIGNED FOR: Oil and gas company staff including those working in commercial, financial or legal functions. Investment Banks and Law Firms.
• DURATION: Approximately 3-4 Hours in-house with standard or tailored content.
• PRESENTERS: Andy Giles / Sam Reed

SUBJECTS COVERED INCLUDE:

• What makes up a barrel of oil
• Refining Overview
• Oil Supply, Demand and OPEC
• Global Oil Markets
• Oil Pricing Fundamentals
• Oil benchmarks and valuation
• Oil Marketing
• Pipeline vs Offshore Loading
• Oil Shipping and Transportation
• What are NGLs and how to sell them
• Energy Market Hedging
• The main types of hydrocarbons
• Gas Pricing Fundamentals
• Gas Production v Gas Sales
• How Gas is sold
• Gas Specifications and key components
• Deregulation and the Network Code
• Gas Sales Agreements and Key Terms
• UK Gas Infrastructure
• NTS Entry Capacity
• Nominations Process and CVA Reporting
• Global LNG Market

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