Impact of Chapter 11 on Gathering Agreements and Real Covenants

In a number of recent chapter 11 cases filed by “upstream” energy and production companies, disputes have arisen following the debtor’s decision to reject “gathering agreements” or similar contracts with “midstream operators” containing “covenants that run with the land.” These disputes generally turn on whether the parties to the gathering agreements satisfied state law requirements for creating covenants that run with the land at the time the agreements were executed. If all applicable requirements were not satisfied, a debtor likely will be permitted to shed all burdensome covenants under the gathering agreement and limit the rights and remedies of the midstream operator to unsecured damages claims resulting from rejection of the contract.

This course, presented by John J. Rapisardi and Joseph Zujkowski of O’Melveny & Myers LLP, provides a helpful overview of gathering agreements, covenants that run with the land, and recent chapter 11 cases (including Sabine) where disputes have arisen between a midstream operator and an upstream operator stemming from the debtor’s rejection of a gathering agreement. The necessary background on key legal issues will be provided to ensure that this course is valuable to those with all levels of experience in the distressed debt and oil and gas sectors. 

Learning Objectives:

1. Understand key issues in structuring gathering agreements for midstream operators
2. Review recent chapter 11 cases, including Sabine, where a debtor has attempted to shed its obligations under a gathering agreement
3. Understand best practices for advising parties to gathering agreements in advance of and during a chapter 11 filing