As part of its ongoing Breakfast Forum series, BoyarMiller gathered industry experts for a panel discussion on the energy industry. Featured panelists covered the current regulatory/political climate, trends and what to look for when the industry recovers. Speakers included David A. Pursell with Tudor, Pickering, Holt & Co., Matthew G. Pilon with Simmons & Company International and James K. Wicklund with Credit Suisse LLC.

1. 2015 State of the Industry
THE ENERGY
INDUSTRY:
WHAT’S NEXT

2. Introduction: Chairman’s Letter
As part of our commitment
to knowing our energy
clients’ business, we collect
insights from some of the
best minds in the industry.
This understanding contributes to how we deliver counsel that
exceeds our clients’ expectations and our ability to help them
make strategy decisions about their business.
The information in this ebook has been invaluable to us and
to our clients, and we hope that it will benefit you as well.
Read some of the trends and best practices gathered from
industry-leading clients and our own energy team. If you find
value in it and would like to hear more, join us for our next
BoyarMiller Breakfast Forum.
Best regards,
Chris Hanslik, Chairman
11

3. TABLE OF CONTENTS
Practice Leaders
Expert Insights
Houston Downturn Means More Litigation
State of the Industry
REGULATORY & POLITICAL CLIMATE: ONGOING DEBATES
TRENDS IN ENERGY SERVICES: THIS DOWNTURN IS DIFFERENT
THE PRICE OF OIL: A LONG RECOVERY AHEAD
22

4. STATE OF THE
ENERGY INDUSTRY
Projecting the “shape” of the
downturn helps energy industry
leaders and investors better
understand how steep the
drop-off will be and when
they can expect recovery.
1980s 2009 TODAY
33
EXCESS
CAPACITY
YEAR-OVER-
YEAR CHANGES
IN DEMAND
AVAILABILITY
OF CAPITAL
BANK ISSUES
& WORLD
ECONOMY
S&P 500
15.1
MMb/d
Demand
declined
1.6 MMb/yr
for previous 5 yrs
Very
low
Distressed
700
4.3
MMb/d
Demand
grew
1 MMb/yr
for last 5 yrs
High
Healthy but
cautious
2,100
today vs.1985 today vs.2009
COMPARING DOWNTURNS
DOWNTURN STATS
THE DOWNTURN SHAPES
ND
WORST
IN 40 YEARS
2 SHARPEST
DECLINE IN
RIG COUNT
IT’S ALL ABOUT
SUPPLY
This is expected to be the
2nd worst down cycle in
40 years
The U.S. rig count has fallen
more sharply than in any
other U.S. down cycle
This is a supply-induced
down cycle
1985 20092015 2015

5. 44
EXPERT INSIGHTS
Regulatory & Political Climate:
Ongoing Debates
“We will see the idea of exporting U.S. oil gaining traction, but there is
not enough understanding of the issue right now. Maybe the next admin-
istration will get more serious about it, but it means a lot of education
needs to take place.”
WHAT’S NEXT?
David Pursell, Managing Director & Head of Securities, Tudor, Pickering, Holt & Co.
• ENVIRONMENTAL PROTECTION REGULATIONS
CONTINUE. Enforcement of the Endan-
gered Species Act, which has cost
the Department of Justice more than
$15 million in attorney fees in the past four
years, will remain constant. Also expect
ongoing rail regulation, despite the fact
that the amount of crude shipped by rail
has declined for several years.
• BEWARE HEADLINE-GRABBING ACTIVITY. Investigation of the association of seismic activity
with water injection continues, largely because it is a topic that stirs the public. Although
water injection does not cause seismic activity, expect it to be explored further.
• HYDRAULIC FRACTURING OPPONENTS WILL NOT GO AWAY. Although some minor regula-
tions about produced water storage can be expected, nothing game-changing in
the fight against hydraulic fracturing is in the pipeline. Still, assume that opposition to
fracturing is here to stay.
D.C. WANTS
ÛREGULATION:
ENDANGERED SPECIES ACT
RAIL REGULATION

6. Regulatory Political Climate: Ongoing Debates, continued
55
EXPERTINSIGHTS
• HOPE FOR POSITIVE REGULATORY
CHANGES. Because pipelines are proven
to be the safest mode of crude transpor-
tation, the Keystone pipeline will – eventu-
ally – pass. We are hopeful that Mexican
energy reform will also happen, as it offers
much opportunity both for Mexico and for
the U.S. companies doing business there.
As Managing Director and Head of Securities, David Pursell is responsible for
Tudor, Pickering, Holt Co.’s analysis of global oil gas markets, including
inventory and price forecasts, supply/demand modeling and rig count/pro-
duction relationships. He is a board member of private energy companies
Oxane Materials and Unconventional Gas Resources. He holds a BS and
MS in Petroleum Engineering from Texas AM University.
PREDICTION:
KEYSTONE
PIPELINE WILL PASS

7. 66
Trends in Energy Services:
This Downturn is Different
“We had a record MA backlog in 2014, so we think there is a lot of
pent-up demand. We will begin to see deals that are more appropriate
for the current market, so there is a lot of activity coming, but it will
probably be slower before it gets better.”
WHAT’S NEXT?
Matthew G. Pilon, Managing Director, Simmons Company International
• RISE OF PRIVATE EQUITY FOCUSED ON ENERGY. One of the key trends of the last few
years is the rise of private equity focused on energy. The total private equity energy
funds raised since 2010 is about $88 billion – compared to just $8 billion of total public
offerings for the energy services and equipment sector. There is a ton of capital out
there targeting energy.
• GROWTH IN PRIVATE EQUITY INVESTMENT HAS CHANGED THE MARKET. As a result of this shift
toward private equity funding, companies have more exit options and less need for IPOs
– instead, they transition to the next tier of private equity firm. With all this capital, there
is high interest in operating partners and managers. We also see the industry becoming
more sensitive to capital markets.
• MA ACTIVITY HAS DROPPED – AND WILL DROP FURTHER. Q1 2015 has already dropped
significantly, and can be expected to be slow in the next quarters as well, hitting bottom
in Q2 or Q3. Many deals from 2014 have been put on hold, and it will take time to fill the
pipeline with deals more appropriate to the current environment. Those deals are com-
ing, but the rate of deal announcements will get slower before it improves.
• THIS DOWNTURN IS DIFFERENT THAN THOSE BEFORE. The current downturn is absolutely not
like the 1980s, and though it looks similar to the drop in 2009, the industry is in a much
better situation in terms of rising demand, available capital, and the health of banks
and the economy than it has been in the past.
Matthew G. Pilon is a Managing Director with Simmons Company International.
He has focused exclusively on the energy services and equipment sector since
joining the firm in 1994. A former Naval Officer, he holds a BS in Computer Science
from the U.S. Naval Academy, an MA with distinction in International Relations
from the University of Kent in England, and an MBA from Harvard Business School.
EXPERTINSIGHTS

8. 77
The Price of Oil:
A Long Recovery Ahead
“We have to slow U.S. oil production
growth close to zero – not production,
but production growth.”
WHAT’S NEXT?
James K. Wicklund, Managing Director –
Energy Research, Credit Suisse LLC
• SECOND-WORST DOWN CYCLE IN 40 YEARS IS SUPPLY-INDUCED. Oil prices have been cut in
half, and no one is immune to this supply-induced down cycle. This downturn differs from
those before because demand can “bounce back,” as it did in 2009; however, changing
supply to raise oil prices will require convincing EP companies to stop growing production.
• U.S HORIZONTAL RIG COUNT NEEDS TO DROP – AND STAY DOWN. Not only does the U.S.
horizontal rig count have to drop by 30-35%, but it also needs to stay there for four to six
quarters in order to get U.S. production growth to zero – the target number to get prices
back on track.
• EXPECT A “BATHTUB”-SHAPED RECOVERY. The world will not need U.S. production growth
and rig count at Q4 2014 levels for four more years. This means that once the industry
has bottomed, it will likely stay down for one to two years, creating not a V-shaped or
U-shaped recovery, but a “bathtub”-shaped recovery.
• LOW OIL PRICES ARE NEEDED TO GOVERN PRODUCTION GROWTH. In the past, oil prices
were raised to stimulate production so that supply could meet demand. Now, oil prices
need to stay low in order to limit production growth. It is very unlikely that 2015 will end
with a commodity price high enough to allow production growth at 2014 levels again.
Expect to be in a $60 oil world for the next two years.
James K. Wicklund spent several years in the oil and gas industry, working
in geophysics and engineering in London, Singapore, Australia and the
U.S. before joining the financial services industry as a research analyst
covering the Oilfield Services sector. As the senior Oilfield Services analyst
and Managing Director at Credit Suisse LLC, he has been recognized with
various awards, including No. 1 rankings in Institutional Investor, Greenwich
Surveys and the Wall Street Journal’s “Best on the Street.”
EXPERTINSIGHTS
U.S. OIL PRODUCTION
GROWTH NEEDS TO BE
NEAR ZERO

9. PROTECT YOURSELF:
HOUSTON DOWNTURN MEANS MORE LITIGATION
88
Chris Hanslik Andrew Pearce, BoyarMiller
In the face of a downturn in the city’s economy driven by crude oil trading
below $60, Houston has had cautious optimism because of the quick recovery
seen in 2009 – but this down cycle may be different.
Crude oil has already dropped farther than it did in 2009, and it may hover in the $60
range for two more years. Houston is already feeling the collateral damage, with 74,000
jobs already lost and more predicted. Beyond jobs, the real estate market in Houston will
also be impacted, given that about 58 percent of office space in Houston is directly or
indirectly related to the energy sector.
The effect of the downturn in oil and its impact on the oilfield services industry, employ-
ment, and real estate, will likely be an increase in litigation.
When the economy is strong, the desire to incur litigation costs and dedicate time to col-
lection efforts can take a backseat to a company’s focus on the growth of its business
through new customers, projects and opportunities. But as those opportunities begin to
diminish, the focus turns back to outstanding account receivables.
We have already seen a number of lawsuits that arose out of demand letters sent months
earlier – cases in which the parties did not reach a resolution, but left the matter for
another day. Now, that day has come.
Similarly, we also see the domino effect of customers who purchase product on a spec
market with the goal of flipping the product for a profit. Yet markets in the energy sector
can disappear quickly – and when they do, customers may refuse to take delivery of what
they previously ordered. The seller is now faced with mitigating its damages by selling
product into a depressed market, if it can sell the product at all. This issue is compounded
when the seller, in turn, is unable to pay its own suppliers given the default of the buyer.
The terms of the parties’ agreements – whether by contract, purchase order, or some other
arrangement – then become critically important.

10. 99
We are already seeing the front-end impact of reductions-in-force, defaults on contractual
agreements, and other disputes arising out of this downturn. Law360 reported in April 2015
that the “steep drop in oil prices over the past year will spur an increase in wage-and-hour
suits against companies in the energy sector, as laid-off workers turn to attorneys who
are on the lookout for soft spots – like questionable classifications of workers as overtime-
exempt or independent contractors – that could be the basis of lucrative collective
action claims.”
As we move deeper into this downturn, one important note to consider is whether compa-
nies may avoid litigation as part of their effort to reduce their operating costs. The recent
reduction in forces are clear signs that companies are already seeking to reduce costs,
and the uncertain nature and expense of litigation may dissuade companies from filing
suits in smaller matters.
The factors contributing to this down cycle are estimated to take six quarters to fix, and a
more favorable level of economic activity could take two to three years. In the meantime,
it will be a tough environment, with the industry under a lot of pressure.
Until turnaround takes place and Houston begins to recover, properly reducing workforces,
knowing your contractual termination rights, and fully exploring work-out options become
increasingly important.
Houston Downturn Means More Litigation, continued

11. Chris Hanslik
Firm Chairman
Represents companies in all aspects of the energy sector,
both domestically and internationally, in disputes ranging
from breach of contract and fraud to misappropriation
of trade secrets and employment-related disputes.
Has secured favorable results in both state and federal
courts, as well as international arbitration proceedings
for energy clients.
Steve Kesten
Chair, Business Group
Represents multiple international energy and energy
services clients with outbound expansion (i.e., U.S. compa-
nies expanding internationally) and inbound expansion
(international companies expanding to the U.S.), including
start-up expansion or expansion by acquisition, as well as
in connection with financing and merger and divestiture
transactions.
Gary Miller
Founding Shareholder, Business Group
Represents numerous domestic and offshore-based com-
panies in connection with acquisitions and divestitures,
financings, joint ventures and general corporate matters
in the United States.
ENERGY
PRACTICE LEADERS
1010

12. Bill Boyar
Founding Shareholder, Business Group
Represents the various parties involved in the acquisition,
disposition, capitalization and financing of national
and international businesses. Served as lead counsel
for numerous complex, multi-party acquisitions and
project financings with significant experience in corporate
finance, mergers and acquisitions, private equity and
structure finance.
Gus Bourgeois
Shareholder, Business Group
Represents clients doing business domestically and interna-
tionally in connection with mergers and acquisitions, finance
and multi-jurisdictional transactions, including negotiation
of contracts for sales of goods and services (including mas-
ter service agreements), technology licensing, joint venture
agreements, and employment agreements, with significant
experience in assisting foreign businesses in establishing
and growing their U.S. operations.
1111
Practice Leaders, continued

13. boyarmiller.com
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