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Larry J. Pechacek

Larry J. Pechacek Counsel, Environmental & Natural Resources

Over the past 25 years, Larry has counseled clients on a broad range of environmental matters in the energy, regulatory, and business transactional areas. His clients have included energy companies in the oil and natural gas upstream, midstream, and refining sectors, wind and electrical power generation companies, institutional lenders, and private investors, developers, and governmental special districts.

Larry has negotiated the contractual allocation of environmental liabilities in numerous large transactions worth as much as several billion dollars. He has performed environmental due diligence reviews and developed environmental disclosures for public filings in connection with initial public offerings, and secondary and private offerings. Larry has counseled clients on environmental liabilities arising out of offshore energy leasing or support activities, including the federal bonding and decommissioning programs. He has assisted clients on such diverse topics as voluntary cleanup and remedial program strategies, storm water and wastewater permitting and discharge considerations, pipeline safety matters, radionuclides in drinking water, spill prevention planning, underground storage tank liability, and issuance of Consumer Confident Reports.

Experience Highlights

  • Worked as environmental counsel in assisting a national midstream master limited partnership to successfully bid on and acquire a fellow midstream master limited partnership with operations in Oklahoma and Texas, in a deal valued at $7.7 billion
  • Represented a national midstream master limited partnership in negotiating environmental contractual issues resulting in the $750 million acquisition of a privately held company with crude oil, natural gas, and water gathering systems in North Dakota
  • Represented a regional midstream company with assets in the Permian Basin in Texas and New Mexico in negotiating environmental contractual issues resulting in a successful merger with a publicly traded master limited partnership, in a deal valued at $1.5 billion
  • Counseled a lender on federal supplemental bonding and decommissioning regulations applicable to an offshore lease in the U.S. Gulf of Mexico that was the subject of increased bonding and decommissioning efforts pursued by federal bureaus following a declared bankruptcy by the offshore lessee; the lender successfully avoided the imposition of liability for bonding and decommissioning costs
  • Represented a global commodities merchant in successfully acquiring upstream assets consisting of more than 500 gross natural gas wells located in East Texas from an oil and natural gas operator
  • Counseled a master limited partnership with a portfolio of pipelines, storage, and related midstream assets on environmental diligence and disclosure matters in connection with the filing of an initial public offering for the sale of common units in the partnership
  • Counseled an underwriter client on environmental diligence and disclosure matters arising out of an initial public offering of common units in a publicly traded master limited partnership with four onshore and offshore pipelines in the Gulf Coast that resulted in the raising of $920 million

Energy-Related Transactions

  • Worked as environmental counsel in assisting a national midstream master limited partnership to successfully bid on and acquire a fellow midstream master limited partnership with operations in Oklahoma and Texas, in a deal valued at $7.7 billion
  • Represented a national midstream master limited partnership in negotiating environmental contractual issues resulting in the $750 million acquisition of a privately held company with crude oil, natural gas, and water gathering systems in North Dakota
  • Represented a regional midstream company with assets in the Permian Basin in Texas and New Mexico in negotiating environmental contractual issues resulting in a successful merger with a publicly traded master limited partnership, in a deal valued at $1.5 billion
  • Represented a global commodities merchant in successfully acquiring upstream assets consisting of more than 500 gross natural gas wells located in East Texas from an oil and natural gas operator
  • Counseled an international energy company in evaluating potential permitting and environmental liabilities associated with the acquisition of mineral interests in the Marcellus Shale valued at $3.3 million
  • Counseled an international energy company in evaluating potential permitting and environmental liabilities associated with its $1.7 billion joint venture with a third-party upstream operator for development of approximately 300,000 acres in the Marcellus Shale
  • Counseled a major foreign oil company on environmental matters relating to a $1.6 billion joint venture for development of oil and natural gas acreage in the Eagle Ford Shale in Texas
  • Represented a regional midstream company in the acquisition of a natural gas processing plant from a third-party midstream operator in the Denver-Julesburg Basin in Colorado, in a deal valued in excess of $575 million

Environmental Counseling on Offshore Operations

  • Counseled a lender on federal supplemental bonding and decommissioning regulations applicable to an offshore lease in the U.S. Gulf of Mexico that was the subject of increased bonding and decommissioning efforts pursued by federal bureaus following a declared bankruptcy by the offshore lessee; the lender successfully avoided the imposition of liability for bonding and decommissioning costs
  • Counseled a lender on offshore risks associated with investing in an offshore drilling contractor in the Outer Continental Shelf Water of the Gulf of Mexico
  • Advised a private investor on applicable federal offshore financial responsibility and permitting obligations of an offshore facility operating in the outer continental shelf waters of the Western Gulf of Mexico to help assure a smooth transfer of ownership of the facility
  • Represented a lender in a secured financing involving an offshore vendor whose business largely included the decommissioning of offshore platforms, pipelines, and wells.  Advised the client on the structure and application of the offshore supplemental bonding and decommissioning programs applicable to the vendor
  • Represented an underwriter in a bond offering involving an offshore vendor whose work activities largely included the acquisition of marginal offshore leases to perform turnkey decommissioning of offshore platforms, pipelines, and wells. Conducted due diligence on the vendor and developed disclosures relating to supplemental bonding and decommissioning risks associated with the vendor’s work activities

Environmental Counseling

  • Negotiated and prepared numerous environmental-related agreements for many different clients allocating responsibilities and/or liabilities for onsite and offsite contamination, including, by way of example, Requests for Proposals to Conduct Environmental Assessments, Access Agreements, Remediation Agreements, Environmental Indemnity Agreements, and Environmental Escrow Agreements
  • Conducted numerous environmental due diligence reviews, including electronic data room reviews, and assisted client in assessing environmental liabilities associated with assets and/or companies targeted for acquisition or investment
  • Represented an international chemical company in negotiating a reduction in a proposed penalty, from more than six figures to less than $20,000 by proposing and implementing a proactive environmental compliance program for the company’s production facility in Harris County, Texas
  • Assisted a developer in development of an Access Agreement with the U.S. Environmental Protection Agency that would allow the agency to gain access to developer property to monitor for possible contamination emanating from a nearby federal Superfund site
  • Reviewed proposed environmental insurance policies and associated endorsements to assist client in evaluating the relative merits of each policy in connection with the acquisition of environmental insurance for known existing contamination on real property
  • Evaluated asbestos survey findings made by a seller of real property being acquired by buyer/client, and advised the buyer on strategies to successfully manage the identified asbestos in place
  • Evaluated asbestos notice and compliance-related issues at several facilities of a major chemical company, and advised the company on strategies to successfully manage those issues
  • Advised a multitude of developers and utility districts on various aspects of the storm water discharge permitting requirements pertaining to the Construction General Permit, the Multi-Sector General Permit, and the Municipal Separate Sanitary Sewer System (MS4) General Permit; also assisted a municipal utility district in the development and implementation of a storm water pollution prevention plan containing best management practices for control of storm water discharges

Regulatory Pre-Transfer & Permitting Diligence

  • Represented a lender in performing an environmental due diligence review of potential permitting and environmental liabilities associated with its $412 million acquisition financing of a volumetric production payment from an upstream operator with respect to properties in the Anadarko and Arkoma Basins in the Mid-Continent region of the United States
  • Advised an investor client on significant environmental permitting and liability issues associated with the acquisition of a major developer of wind power projects across the United States; this exercise helped evaluate the extent to which identified wind power projects may be subject to environmental permitting barriers or potentially significant environmental liabilities
  • Advised an institutional lender on oil and gas permitting requirements in Texas in connection with investment in new technology for field processing of produced and flow-back waters recovered from oil and gas wells
  • Represented an international chemical company in negotiating and obtaining a lump sum monetary settlement from the seller in connection with the acquisition of a chemical plant in New Jersey; settlement agreement required performance of remedial activities by seller pursuant to the New Jersey ISRA pre-transfer cleanup statute; and the company, through negotiation with the state, was able to piggyback onto the seller’s cleanup activities without any additional remedial work by the company, despite the company undergoing a change in ownership
  • Assisted a large European chemical corporation in the sale of a chemical processing facility in New Jersey, which involved satisfying an onerous New Jersey ISRA statute requiring agency approval of the environmental condition of the property prior to its sale
  • Assisted a natural gas storage client in identifying and obtaining environmental permits and approvals necessary to perform a $250 million expansion project involving the construction and/or refurbishment of pipelines, processing plants, and gas storage facilities
  • Represented a catalysts recycling company in successfully pursuing construction of a hazardous waste processing facility in Louisiana under interim status conditions prior to having to obtain a RCRA Part B hazardous waste permit

Environmental Representation in Offerings & Securities Work

  • Represented many different issuers, sponsors, and underwriters in all environmental aspects of initial public offerings, other equity and debt offerings, Rule 144A private placements, and shelf registration Takedowns. Conducted environmental due diligence and prepared environmental disclosures in connection with the offerings, placements, and takedowns. Work activities are heavily weighted towards the “upstream,” “midstream," “refining,” and “support services” sectors of the oil and natural gas industry, but also include a myriad of non-energy-related clients in such areas as automotive, pet food manufacturing, marine transport, propane storage and distribution, and funeral home business sectors, as well as municipalities seeking sales of bonds for water and wastewater capital improvements projects
  • Advised numerous clients on environmental disclosure language reflecting environmental liabilities of their assets and operations in connection with the preparation of SEC-required quarterly and annual reports
  • Assisted clients in assessing their contingent environmental liabilities following the Financial Accounting Standards Board’s issuance of its interpretive guidance No. 47, Accounting for Conditional Asset Retirement Obligations

Municipal Utility District Environmental Concerns

  • Over the past several years, have represented a municipal utility district, who is also a community water system operator, in developing and issuing to its customers an annual Consumer Confidence Report, reflecting the detection of constituents in the community water system’s drinking water
  • Represented a municipal utility district, who is also a community water system operator, in resolving an enforcement action relating to a finding of naturally occurring radionuclides in the drinking water; resolution of this matter included entry into Compliance Orders containing no monetary penalties that chronicled the drilling, installation, and operation of a new drinking water well
  • Assisted a utility district in successfully developing and implementing an Industrial User Pretreatment Program to resolve an enforcement matter before the Texas Commission on Environmental Quality; the Pretreatment Program was instrumental in helping the district to oversee and control industrial wastewater received by its treatment facility


Contact Details

Houston

T +1.713.758.2004
F +1.713.615.5835
lpechacek@velaw.com
1001 Fannin Street
Suite 2500
Houston, TX 77002
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Larry's Practices

  • University of Houston, J.D., 1989 (Associate Editor, Houston Law Review)
  • The University of Texas, M.S., Civil Engineering, 1984
  • Texas A&M University, B.S., Civil Engineering cum laude, 1982
  • Admitted to practice: Texas
  • Geotechnical Engineer for regional geotechnical consulting firm in Houston, Texas. Provided soils foundation consulting services to clients in connection with the construction of buildings, bridges, roadways, and residential neighborhoods 1984–1986
    • Member: American Bar Association Section of Environment, Energy, and Natural Resources; Texas Bar Association Environmental and Natural Resources Law Section; Houston Bar Association Environmental Law Section