Gregg s law practice primarily consists of representing businesses involved in unconventional and conventional oil and gas, coal, coalbed methane gas, and other minerals and natural resources, and technologies related to underground mine safety. He devotes significant time to mergers and acquisitions, mineral conveyancing and counseling clients about regulation of oil and gas and coal. He represents publicly traded and closely held oil and gas producers in connection with mergers and acquisitions, joint development, participation, exploration, operating agreements, drilling agreements, and gathering agreements. Gregg M. Rosen Partner T: +1 412 667 7934 F: +1 412 667 7973 grosen@mcguirewoods.com Tower Two-Sixty 260 Forbes Avenue Suite 1800 Pittsburgh, PA 15222-3142 PRACTICES Energy Law Energy Transactions and Finance Energy Regulation Energy Policy Master Limited Partnerships INDUSTRIES Energy Mining Coal Oil and Gas Petroleum Gregg also represents coal producers and developers in all aspects of coal mergers and acquisitions, coal reserve leasing, acquisition and disposition, contract mining, and mineral conveyancing matters. He represents coal producers and consumers in all aspects of coal supply agreements. He has been active in synthetic fuel and refined coal siting, feedstock and synfuel off-take and facility development and facility operation agreements. Gregg represents oil and gas and coal producers in matters including facility siting, permitting, design, compliance and reclamation matters. He acts as regulatory counsel to gas producers and coal producers in proceedings before federal and state regulatory agencies involving matters related to license and permit suspension and revocation, ownership and control permit blocking issues, designation of areas unsuitable for mining, and reclamation bond forfeitures. In the past, He also has represented coal producer trade associations on legislative issues before federal and state regulatory and legislative agencies. Gregg is a past member of the Pennsylvania Ad Hoc Task Force on Mining Legislation, the group responsible for revising Pennsylvania's surface coal mining laws and regulations to meet the primacy requirements of the Federal Surface Mining Control and Reclamation Act of August 3, 1977; the Pennsylvania Mining Advisory Committee, the group responsible for periodic amendments to Pennsylvania's surface coal mining laws and regulations; and the Pennsylvania Environmental Hearing Board Rules Committee, the group responsible for amending the rules of procedure governing administrative law proceedings before Pennsylvania's environmental trial court. Gregg is a frequent lecturer for the continuing legal education seminars on mineral law, conveyancing and land use topics. EXPERIENCE Recent Oil and Gas Related Transactions Acquisition of Interest. Represent investor in acquisition of interest in company operating western U.S. Coal mines. Eagle Ford Shale. Represent Seller of non operating working interest in Eagle Ford Shale development project. Utica Development. Representation of JV partner in development of >100,000 acres of Utica Shale involving participation interest for JV partner under purchase McGuireWoods LLP www.mcguirewoods.com 1
agreement, participation agreement, lease assignments, and joint operating agreement. Includes due diligence lease review of >100,000 acres of Utica Shale. Utica and Marcellus Shale Due Diligence. Recently completed due diligence review of lease validity and structure of 500,000 acres of Utica Shale and Marcellus Shale. Nitrogen Flood Permian Basin. Advice to client about valuation and monetization of enhanced oil recovery unit involving nitrogen flood located in Texas. Purchase Agreement and Joint Operating Agreement. Representation of seller of approximately 5,000 acres of Marcellus Shale involving participation interest for seller under prearranged joint operating agreement. Purchase Agreement. Representation of seller of approximately 22,000 acres of Marcellus Shale and Upper Devonian gas formations, producing wells and related assets involving carried interest for seller. Purchase Agreement. Representation of seller of approximately 18,000 acres of Marcellus Shale involving carried interest for seller. Asset Exchange and Land Swap. Representation of public company acquirer in asset exchange agreement (involving three public companies) where client acquired 850,000 acres of undeveloped oil and gas lands and producing oil and gas assets in Kentucky, Illinois, Indiana (and some western states) structured in such a manner as to effect a like-kind exchange of assets under Section 1031 of the Internal Revenue Code. California Oil Sands. Representation of developer and operator of unconventional petroleum resources (oil sands) in California with retained carried interest. Gathering and Transportation Agreement; Gas Purchase Agreement. Representation of public company in sale of gathering and transportation gas line system and related gas purchase and transportation agreement. Acquisition of Working Interests. Representation of public company in gas purchase agreement for fractional interest in production from several hundred wells. Lease, Joint Development and Drilling Agreement; Gas Transmission Pipeline and Liquids Plant. Representation of steel producer investor/non-operating working interest owner in (i) acquisition of 50 percent non-operating working interest in 30,000 acre sand and shale reserve in central West Virginia, with concurrent drilling and operating agreement, and (ii) due diligence and option to acquire 25 percent interest in corresponding gas transmission pipeline and stripping and liquids plant. Representation involved two presentations to board of directors. Joint Development and Drilling Agreement. Joint development and contribution agreement between two public companies, one an E&P unit of local integrated utility, for 75,000 acres of western Pennsylvania coalbed methane rights and natural gas rights with corresponding drilling and operating agreement and transportation agreement. Joint Development, Drilling and Participation Agreement. Representation of public company lessee/driller and operator in lease of 20,000 acres of southwestern Pennsylvania coal reserve for coalbed methane and corresponding drilling operating and participation agreement with lessor. Joint Development, Drilling and Participation Agreement. Representation of public company lessee/driller and operator in lease of 14,000 acres of southwestern Pennsylvania coal reserve for coalbed methane and corresponding drilling operating and participation agreement with lessor. McGuireWoods LLP www.mcguirewoods.com 2
Operating Assets Purchase Agreement. Representation of public company acquirer of southwestern Pennsylvania shallow wells and 5,000 acres of Upper Devonian gas rights and leaseholds, together with corresponding gathering system and rights of way. Development and Operating Agreement. Representation of public company steel producer to participate in development of 300 shale gas well drilling program in West Virginia. Well Exchange Agreement. Representation of both partners in division and swap of producing oil and gas assets in approximately 500 Western Pennsylvania and West Virginia Upper Devonian Wells. Well Exchange Agreement. Represented private E&P company in swap with public company of producing oil and gas assets in approximately 300 western Pennsylvania and West Virginia Upper Devonian Wells. Haynesville Shale. Restructuring of leasing arrangements and operating rights for 13,000 of Haynesville Shale. Oklahoma Coalbed Methane Development. Organize leasing acquisition of coalbed methane, and related gas gathering and gas purchase and sale agreements for greenhouse gas credit-driven coalbed methane project located in Oklahoma. Master Limited Partnership. Early stage exploratory financing work with large investment bank and optioning of producing E&P companies for planned oil and gas master limited partnership. Producer Roll-up. Stock Purchase Agreement. Representation of public company acquirer in roll-up of 50 percent interest in operating company with 200,000 acre oil and gas and shale reserves and producing assets, and pipeline company, in Illinois Basin. Drilling and Operating Agreement. Representation of public company in development of drilling and operating agreement for 200,000 acre oil and gas and Devonian Shale reserves in Tennessee providing for separate and exclusive operations in oil and gas, and shale by different public companies. Formation of Drilling Services Company. Representation of public company equity provider/contributor of four oil and gas well drilling rigs in eight rig joint venture drilling agreement consisting of a contribution of four rigs and concurrent acquisition of four new additional rigs and credit facility to acquire and refinance all eight rigs. Included separate, corresponding International Association of Drilling Contractors Daywork Drilling Contract, operation and agreement and maintenance agreement and accounting services agreement. Contract Drilling Services Agreement. Multi-year coalbed methane and gas well drilling, operation and management agreement for exclusive use of horizontal well drilling rigs for 50 wells per year. Recent Coal Related Transactions Sale of Illinois Basin Reserve. Negotiating and drafting sale of 500 million ton reserve of Illinois Basin coal to public company available after abandonment for use as feedstock for cancelled synthetic natural gas plant. Sale and Purchase of West Virginia Mines. Represent private equity provider of financing for acquisition of operating West Virginia mines. Acquisition of Operating Underground Mine and Related Assets and McGuireWoods LLP www.mcguirewoods.com 3
Assumption of Liabilities (Pennsylvania). Acquisition of mid-sized underground Pennsylvania coal mine and coal reserves. Transaction also included assumption of mine drainage treatment liabilities for two closed underground mines and establishment of related $85 million credit facility. Disposition of Coal Properties and Related Facilities and Assumption of Liabilities (Kentucky). Disposition of fee owned and leased coal properties, coal facilities (including a complex used for mining, processing and loading coal, and related assets, each located in Kentucky). Transaction also contemplated (i) the broad assumption of all claims relating to, arising out of, or in connection with all applicable environmental, health, and safety liabilities, any claims under any federal, state or local environmental law or occupational health and safety law or regulations, including, but not limited to CERCLA, and (ii) the transfer of various permits. Statement of appraised value related to deeded property approximately Disposition of Coal Reserves and Assumption of Liabilities (Virginia and West Virginia). Disposition of fee owned and leased coal reserves located in southern West Virginia and Virginia. Transaction also includes general cooperation provisions between Seller s existing oil and gas operations and Buyer s future coal operations. Acquisition of Underground Mining Company, Coal Reserves and Coal Beneficiation Facilities (Pennsylvania). Represent Buyer in acquisition of underground metallurgical coal mines, coal reserves and coal cleaning plant. Acquisition of Surface Coal Mining Companies, Coal Reserves and Coal Loadout Facilities (Pennsylvania). Represent Buyer in acquisition of metallurgical surface coal mines, coal reserves and railroad tipple. Acquisition of Underground Coal Mining Company, Coal Reserves and Coal Loadout Facilities (Western Maryland). Represent Buyer in acquisition of underground metallurgical coal mine and coal reserves. Acquisition Coal Reserves (West Virginia). Lead due diligence team for acquisition of 250,000 acres of metallurgical and high quality thermal coal in southern West Virginia. Disposition of Surface including Coal Slurry Ponds and Related Assets and Assumption of Liabilities (West Virginia). Disposition of fee owned surface properties, including coal slurry containment pond, and related assets, each located in West Virginia. Coal Supply Agreement Restructure. Counsel coal producer relating to possible restructuring of coal supply agreements for 2.8 million tons per year with financially distressed base load coal fired electric generating stations. Restructure of Ownership Rights. Restructure of ownership and distribution rights of owners of limited liability company agreement covering operating underground coal mines that supplies coal fired electric generating stations. Chinese Purchase Order. Draft form source coal purchase agreement purchase order for long term coal brokerage arrangement for selling Illinois Basin coal to Chinese customer. Acquisition of Anthracite Coal Operations and Reserves. Representation of publicly traded steel producer for acquisition of Pennsylvania anthracite coal operations and coal reserves. Acquisition of Coal Slurry and In-place Reserves and Assumption of Liabilities (West Virginia). Lease of 10 million ton coal slurry pond with right to mine to McGuireWoods LLP www.mcguirewoods.com 4
exhaustion, together with (i) surrounding surface lands and right to use certain existing facilities and (ii) assumption of certain reclamation obligations. Insolvency Advice and Restructuring of Coal Supply Agreements (West Virginia and Pennsylvania). Advice about solvency and financial restructuring of active underground coal mining operations and renegotiation and structuring of long term coal supply agreements. Section 45 Refined Coals (Virginia and West Virginia). Negotiation of host site agreements (lease, coal sales agreement, feedstock sales agreement and refined coal (off-take) agreement for six (6) Section 45 refined coal inside the fence transactions sited a coal fired electric generating transactions. Acquisition of Coal Reserves (Montana). Lead due diligence team for acquisition of 30,000 acres of high quality thermal coal. Other Recent Mineral Transactions. Stone Quarry Sale. Counsel to seller of operating quarry in southwestern Pennsylvania. Stone Quarry Acquisition. Counsel to buyer of quarry assets in western Pennsylvania and eastern Ohio. EDUCATION University of Pittsburgh School of Law, JD, 1978 University of Michigan, BA, 1974 ADMISSIONS Pennsylvania U.S. Court of Appeals for the 3rd Circuit U.S. Supreme Court HONORS Named to "Who's Who in Energy," Pittsburgh Business Times, 2013, 2016 PUBLICATIONS Co-author, "Battle Lines Form Over Hydraulic 'Fracking'," The National Law Journal, October 24, 2011 EVENTS Lecturer, "The Joint Operating Agreement: Property Law for Energy Land Professionals," Penn State University, 2014 Speaker, 11th Annual Coal Industry Briefing, September 19, 2012 Co-presenter, "Oil and Gas Revenue and Royalty Accounting in a Low Price Gas Environment," Pennsylvania Independent Oil and Gas Association 2012 Eastern Oil and Gas Conference, August 2012 Speaker, "Coal: Our Energy Past and Our Energy Future," Virginia Governor s Conference on Energy, October 2011 Speaker, "Obtaining and Transferring Title to Land and Mineral Rights in the McGuireWoods LLP www.mcguirewoods.com 5
Marcellus Shale," HalfMoon LLC, CLE Seminar, May 19, 2010 Speaker, "Complying with Land Use Laws and Regulations, Uncovering a Lawyer's Ethical Responsibilities in Land Use Law," National Business Institute, CLE Seminar, December 10, 2009 Speaker, "Pennsylvania Conservation, Capture, Pooling and Unitization," HalfMoon LLC, CLE Seminar, November 2009 Speaker, "Right of Coal and Coalbed Methane Owner to Sell Carbon Credits Associated with Coalbed Methane Production; Priority of Coal and Gas and Oil Rights in Pennsylvania," 8th Annual Coal Industry Briefing, McGuireWoods LLP, September 2009 Speaker, "Oil and Gas Title Issues, Competition Between Coal and Oil and Gas Owners, Trespass Theories and Overview of Pennsylvania Regulation of Drilling Oil and Gas Wells Through Coal Seams," HalfMoon LLC, CLE Seminar, October 2008 Speaker, "Creating and Drafting Easements with Success," National Business Institute, CLE Seminar, May 2008 AFFILIATIONS Member, Environmental Law Section, Pennsylvania Bar Association Member, Natural Resources Section, American Bar Association Environmental Hearing Board, Rules Committee, 1989-1992 Member, Pennsylvania Mining Advisory Committee, 1981-1983 Member, Pennsylvania Ad Hoc Task Force on Mining Legislation, 1979-1980 Research Editor, Juvenile Justice Digest, National Center for Juvenile Justice, 1976-1977 Member, Legislative Committee of the Marcellus Shale Coalition The McGuireWoods website provides information of general interest to the public. The website does not offer legal advice about specific situations or problems. You should consult a McGuireWoods lawyer if you have legal issues requiring attention. Nothing on this site creates an express or implied contract. McGuireWoods does not intend to create an attorney-client relationship by inviting you to contact us. Unless and until we and you agree that we will represent you, we will not have any duties to you, including any duty to keep what you send us confidential or any duty to protect your interests. This means that nothing you send us will be kept confidential, unless we mutually agree that we will keep it confidential. Past legal successes described on this website are not indicators of future results. The outcome of particular legal matters is dependent upon the facts and law applicable to the matters. McGuireWoods LLP www.mcguirewoods.com 6