THOMAS E. HEATHER
Counsel
[email protected]
PRACTICES: International, Mexico, Corporate, Energy, Power and Natural Resources,
Mexico Energy Reform, Midstream, Oil and Gas, Finance, Mergers and Acquisitions;
TRENDING ISSUES: NAFTA
MEXICO CITY
TORRE ESMERALDA I, BLVD.
MANUEL ÁVILA CAMACHO #40
DESPACHO 1601
COL. LOMAS DE
CHAPULTEPEC, 11000,
CIUDAD DE MÉXICO
MEXICO CITY
T +52.55.5249.1855
F +52.55.5249.1801
EDUCATION AND
CLERKSHIPS
J.D., Northwestern University
School of Law, 2010
Law Degree, Escuela Libre
de Derecho, 2006, with
honors
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ADMISSIONS
Mexico, 2006
District of Columbia, 2010
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Thomas Heather is a counsel in the International Practice Group at Haynes and Boone,
S.C. with extensive experience representing foreign and Latin American clients in crossborder transactions. His practice focuses on energy and infrastructure projects, including
project finance, public tenders and regulatory matters. Tom also has broad experience in
corporate and financial law.
Tom has been very active in matters regarding the Mexican Energy Reform, including
advising major oil companies during Round One of auctions of blocks in the Gulf of Mexico
called by the National Hydrocarbons Commission. He has guided clients through the new
legal and regulatory framework for upstream, midstream and downstream activities in the
hydrocarbons industry and negotiated joint operating agreements for joint participants. He
represented ENI S.p.A. in its successful bid for the award of a production sharing contract
for shallow-water blocks in the Gulf of Mexico during Round 1.2. He has been negotiating
the first crude oil, natural gas and condensates purchase agreements by E&P companies
in Mexico to marketers.
Tom has many years of experience in structuring joint ventures for cross-border investment
in a variety of industries including energy, hospitality, food and beverage, real estate,
manufacturing, transportation in mining, as well as advising clients with respect to
corporate governance, corporate succession matters and shareholder disputes.
Stemming from his experience in oil and gas and other energy-related transactions and in
M&A, Tom has developed considerable experience in commercial arbitration and other
ADR methods, primarily before the International Chamber of Commerce. He is a member
of the advisory board of the Court of Arbitration of the Construction Industry Chamber of
Commerce.
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COURT ADMISSIONS
District of Columbia Court of
Appeals
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LANGUAGES
Spanish
German
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Tom has participated as a panelist in energy industry-related conferences and academic
forums, has lectured at the Universidad Panamericana in Mexico City as an adjunct
professor, and has published articles and other materials on the recent overhaul of the
Mexican oil and gas industry. He is a member of the National Association of Corporate
Counsels (ANADE).
Professional Recognition
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THOMAS E. HEATHER
Counsel
• Latin Lawyer 250, Law Business Research Ltd., 2016
• The Legal 500 Latin America, Legalese, Ltd., 2015
Selected Client Representations
Oil and Gas
• Currently represents foreign companies in the fourth bid of Round 1 of bids for the
award of license contracts for deep-water blocks called by the National Hydrocarbons
Commission.
• Represented an Italian company in the first and second bids of Round 1 of bids for the
award of production-sharing contracts called by the National Hydrocarbons
Commission.
• Represents a Mexican E&P company that was awarded an in the drafting and
negotiation of crude oil and natural gas purchase agreements.
• Represented a U.S. company in the migration of services contracts with Pemex
Exploración y Producción to exploration and production contracts with the National
Hydrocarbons Commission and the negotiation of related joint operation agreements
with Pemex Exploración y Producción.
• Represented a Mexican development bank in its US$190 million financing of a pipeline
in northern Mexico.
• Represented the developer in the financing of a 291.5 km-long pipeline in northern
Mexico.
• Represented a Mexican development bank in the development of a pipeline between
South Texas and Tamaulipas, Mexico.
• Represented a Mexican development bank in the financing of the VAT for a
petrochemical project in southeastern Mexico.
• Represented a Scottish company in the structuring and negotiation of a joint venture
with a Mexican oilfield services company.
• Represented a U.S. drilling company in the termination of an incentivized exploration
and production contract with Pemex.
• Represents a U.S. drilling company in the formation of its Mexican subsidiaries and its
ongoing operations in Mexico.
• Represented a U.S. company in the negotiation of gas supply agreements with the
Bolivian government for a power project in Brazil.
• Represented a U.S. engineering, procurement and construction company in an
arbitration under the International Chamber of Commerce Rules of Arbitration against
its Spanish joint venture partners.
Mergers and Acquisitions; Private Equity
• Represented a private equity fund in the purchase of a cable television company and
its subsequent sale to the largest media company in Latin America.
• Represented a U.S. telecommunications company in its acquisition of a Mexican
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THOMAS E. HEATHER
Counsel
wireless communication company.
• Represented a Mexican company in its sale of its commodities trading subsidiaries in
Mexico, Switzerland and Peru to a U.K private equity fund.
• Represented the seller in the sale of a large Mexican steel company to a European
steel company.
• Represented a U.S. private equity fund in its acquisition of a food-processing company
with operations in the U.S. and Mexico.
Power
• Represents a U.S. company in its acquisition of a combined-cycle power plant in
northern Mexico.
• Represented a syndicate of foreign banks in the acquisition of a wind power project in
Oaxaca, Mexico.
• Represented a Mexican company in the financing and development of a solar power
project in central Mexico.
• Represented a Spanish company in the acquisition of a solar project in northern
Mexico.
• Represented a U.S. company in the acquisition of an interest in a solar project in
northern Mexico and the negotiation of a joint venture and shareholders’ agreement
with another U.S. company.
Other Representations
• Has advised several publicly and privately-held Mexican corporation on corporate
governance matters and stock option plans for senior officers.
• Has advised the Mexican subsidiary of a British bank in its annual compliance and
legal risks audits.
• Represented a Mexican cable television company in a structured loan by a Spanish
bank.
• Represented a Swiss bank in a US$65 million loan to a Mexican broadcasting
company.
• Represented a real estate developer in a US$50 million loan by a U.S. insurance
company.
• Represented a Canadian auto-parts manufacturing company in the structuring of crossborder guaranties to secure a US$54 million credit facility with a U.S. bank.
• Represented a U.S. insurance company in an arbitration under the International
Chamber of Commerce Rules of Arbitration against a Mexican food-processing
company.
*Some of the above representations were handled by Mr. Heather prior to his joining
Haynes and Boone, LLP.
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THOMAS E. HEATHER
Counsel
Professional and Community Activities
• Member of the National Association of Corporate Counsels (ANADE), 2016 - present
• Founding member of the Construction Industry Chamber of Commerce Court of
Arbitration (Corte de Arbitraje de la Cámara de la Industria de la Construcción), 2012–
present
• Instructor for Modules of International Arbitration at the Universidad Panamericana,
Mexico City, 2014–present
Selected Publications and Speeches
• "Recent Developments in the Mexican Energy Reform,” Annual Meeting of the Energy
Bar Association, June 7, 2016.
• "Puma Energy Among First Gasoline Imports,” CNN Expansión, April 28, 2016
• "Government Releases Another Piece of Pemex Gasoline Monopoly,” CNN Expansión,
March 31, 2016
• "Mexico Energy Ministry Plans Auctions for Extraction, Exploration Rights,” July 2015.
• "Mexico’s Federal Electricity Commission Announces New Projects for US$10 Billion,”
June 2015.
• "An Overview of the New Legal Framework for Upstream and Midstream Activities and
Financing Opportunities for Banks,” seminar on “ The Mexican Energy Reform,” HSBC,
2014.
• “Overview of the New Hydrocarbons Law,” August 2015.
• “Overview of the New Petróleos Mexicanos Law,” August 2015.
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