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- United States: Finance > Capital markets: debt offerings
- United States: Finance > Capital markets: equity offerings
- United States: Finance > Corporate restructuring (including bankruptcy)
- United States: Finance > Financial services: regulatory
- United States: Finance > Project finance
- United States: Industry focus > Energy: litigation
- United States: Industry focus > Energy: regulatory
- United States: Industry focus > Energy: transactions
- United States: Industry focus > Environment: litigation
- United States: Intellectual property > Patent prosecution: utility and design patents
- United States: Intellectual property > Trademarks: non-contentious (full coverage)
- United States: Investment fund formation and management > Alternative/hedge funds
- United States: Labor and employment > Employee benefits and executive compensation
- United States: Litigation > Supreme Court and appellate
- United States: Litigation > White-collar criminal defense
- United States: Media, technology and telecoms > Technology: outsourcing
- United States: Media, technology and telecoms > Technology: transactions
- United States: Mergers, acquisitions and buyouts > M&A: large deals ($1bn-5bn)
- United States: Mergers, acquisitions and buyouts > M&A: middle-market ($500m-999m)
- United States: Real estate and construction > Construction
United States: Finance
Within Capital markets: debt offerings, tier 4
A popular choice among energy companies, Houston-based Bracewell & Giuliani LLP ‘s experienced team includes Michael Telle, who led a cross-office team acting for Chesapeake Energy Corporation in its three-tranche $2.3bn offering consisting of 3.25% senior notes maturing in 2016, 5.375% senior notes maturing in 2021 and 5.75% senior notes maturing in 2023. Gregory Bopp and Gary Orloff advised Kinder Morgan in a $1bn aggregate principal amount offering comprised of $600m worth of 3.5% senior notes due 2023 and $400m worth of 5% senior notes due 2043. Other notable clients include ConocoPhillips, Sysco Corporation and the Apache Corporation. Charles Still and Troy Harder are additional key contacts.
Within Capital markets: equity offerings, tier 4
The capital markets practice at Houston-based Bracewell & Giuliani LLP is naturally focused on energy-related transactions. Michael Telle is representing FTS International in its planned IPO, expected to be one of the largest in the oilfield services industry, and is also handling Chesapeake Oilfield Services’ proposed IPO. Kinder Morgan is a regular client, which Gregory Bopp and Troy Harder advised on a $306.5m public offering of 4.6 million common units representing limited partnership. Gary Orloff, noted for his strengths in representing underwriters, is recommended.
Within Corporate restructuring (including bankruptcy), tier 5
Bracewell & Giuliani LLP distinguishes itself through its ‘phenomenal commitment’ and ‘vast global experience’. Financial restructuring chair Evan Flaschen wins particular praise for his ‘superb knowledge of the law’, ‘fine commercial sense’ and ability to ‘advocate directly and pointedly’. Flaschen splits his time between New York and Connecticut but the practice also counts platforms in Texas – the firm’s stronghold – and Washington DC. Shipping is a significant area of expertise; it recently represented Marco Polo Seatrade and its affiliates in landmark Chapter 11 filings in New York. In another key piece of work, Kurt Mayr led advice to an ad hoc group of noteholders in the complex $2.2bn restructuring of Foxwoods Resort Casino, which concluded in July 2013 with an out-of-court agreement following four years of negotiations. Renée Dailey is also highly rated for her ‘assertive but non-aggressive approach that helps to steer parties through troubled waters’.
Within Financial services: regulatory, tier 6
A stalwart of the Texan market, Bracewell & Giuliani LLP has strong ties with a number of local banks and receives a steady flow of regulatory instructions. As well as handling compliance work for Park Cities Bank and Texas Capital Bank, the team – led by Sanford Brown – is assisting United Central Bank in complying with a consent order stipulating that, among other things, it increase its capital reserves. New York based Julian Rainero heads the firm’s broker-dealer and market regulation practice, and is currently advising the board of a major broker-dealer in a review of its order-routing and best execution practices. Robert Frenchman regularly works alongside Rainero, although he has more of a focus on the enforcement side. Other clients include Credit Suisse, Nomura and Instinet.
Within Project finance, tier 5
‘Excellent on all counts’, Bracewell & Giuliani LLP’s ‘top-notch’ Texas, New York and Washington DC-based practice is a market leader in the oil and gas sector, and increasingly active in the renewables space. Traditionally active on the sponsor side, the firm now has a growing lender client base. Among recent highlights, the Washington DC team is advising a major infrastructure fund on its mezzanine financing to purchase and complete the development of six thermal power plants in Brazil; the total value of the transaction is anticipated to be around R$1bn. In New York, Robin Miles is assisting a leading retail electric provider with obtaining $250m in funding through a receivables securitization program. Houston-based Thomas Tomlinson is advising La Paloma Generating Company on the refinancing of a loan and working capital agreements. Jessica Nolley Adkins, also in Houston, led advice to wind and transmission company Pattern Energy in developing a 218MW wind farm in Texas; the project was financed with a construction loan from a banking syndicate, taken out by tax equity investors GE Energy Financial Services and Citigroup. Adkins also advised Citibank, as administrative agent and arranger, on the $2.45bn debt financing for the $11bn joint venture between CenterPoint Energy, ArcLight Capital Partners and GE Energy to create one of the country’s largest MLP energy funds. New York-based former Dewey & LeBoeuf lawyers John Klauberg, Frederick Lark and Charles Vandenburgh are also recommended. Joseph Tirone moved to Arnold & Porter LLP in January 2014.
United States: Industry focus
Within Energy: litigation, Bracewell & Giuliani LLP is a second tier firm,
Texas-based Bracewell & Giuliani LLP is a major player in energy litigation. Its recent work includes representing Kinder Morgan in suits relating to natural gas compression stations in Arkansas, involving allegations of nuisance and trespass relating to the operation of compressor stations near the plaintiffs’ homes. The practice is also representing Apache against landowners who are alleging soil contamination on land leased to a series of exploration companies; the contamination dates back to when the sites were first used, in the 1950s, raising the issue of liability on the part of the current operator for activities conducted by previous tenants on the land; a trial is set for 2014. Elsewhere, the firm is acting for major Canadian energy provider Powerex, a subsidiary of BC Hydro, in federal and administrative litigation for alleged manipulation of California’s energy market in 2000-2001, with the combined claims totaling $3bn; this involves negotiations with various regulators, the FERC and the Western Area Power Administration, and regulations such as the Federal Power Act and Columbia River Treaty. Stephen Crain is head of the energy litigation practice, and Glenn Ballard is also recommended; both are based in Houston.
Within Energy: regulatory, Bracewell & Giuliani LLP is a second tier firm,
Advising from both a commercial and compliance perspective, Bracewell & Giuliani LLP is ‘insightful, and thinks beyond the usual confines’. A significant mandate for the firm was advising longstanding client Powerex in one of the most complex federal and administrative litigation matters in the electricity industry, relating to claims for refunds following the California energy crisis in 2000-01; the cross-office team involved Deanna King from the Austin office and Shelby Kelley from Washington DC, J Clifford Gunter from Houston and Paul Fox from Seattle. Head of the regulatory practice Rizzo is recommended for FERC electric work; she recently led a team advising Rockland Capital Energy on its affiliates’ planned acquisition of three generating facilities currently owned by an Ameren affiliate; the team has also been advising the client on a number of other acquisitions. David Poe is praised for his ‘tremendous’ hydroelectric expertise; he was retained by PPL Holtwood LLC to advise on its efforts to expand its so-called Holtwood project on the Susquehanna River in Pennsylvania. Mark Lewis in Washington DC is ‘extremely valuable’ on account of his in-depth knowledge of the industry and regulators. Also in Washington DC, Kirk Morgan and Kirstin Gibbs are leading a team advising institutional firm client Kinder Morgan on regulatory and commercial issues around the conversion of FERC-regulated natural gas pipelines to oil services. The team also includes Houston-based David Perlman, who is ‘top notch’. Sandra Rizzo recently left to join Arnold & Porter LLP in Washington DC.
Within Energy: transactions, Bracewell & Giuliani LLP is a second tier firm,
Houston-based Bracewell & Giuliani LLP specializes in high-value oil and gas M&A transactions, under the leadership of Alan Rafte and working closely with other departments including environmental, tax and litigation. Rafte recently advised Apache Corporation on the high-profile sale of its Gulf of Mexico shelf operations and properties to Fieldwood Energy LLC for $3.75bn; he was assisted by a large cross-office team. Gregory Bopp and W Cleland Dade advised key client Kinder Morgan on its acquisition of Copano Energy, a midstream natural gas company with operations primarily in Texas, Oklahoma and Wyoming; it acquired all of the outstanding units for a total of approximately $5bn, including the assumption of debt. Rafte, Gray Muzzy and Michael Telle led a cross-jurisdictional team advising Chesapeake Energy on the sale of its limited partner units and its general partner interests in Chesapeake Midstream Partners LP to Global Infrastructure Partners for $2bn. Elizabeth McGinley and Daniel Hemli were involved from the New York office, Connie Stamets in Dallas, Timothy Wilkins in Austin, and Bruce Jocz in Houston. For Spectra Energy, the firm is advising on the liability management and financing elements of the company’s MLP drop-down transactions, which involve Spectra Energy Partners LP buying its US natural gas transmission, storage and liquids assets for $12.3bn; Telle led on the deal along with Robin Miles and Jonathan Wry in New York. The ‘unflappable’ Ryan Holcomb is a ‘talented, reliable resource’ to his clients. Other clients include ConocoPhillips and Three Rivers Operating Company.
Within Environment: litigation, Bracewell & Giuliani LLP is a third tier firm,
The team at Bracewell & Giuliani LLP continues to handle litigation for the firm’s myriad energy clients, including Chesapeake Energy and Baker Hughes. It is acting as strategic counsel to Halliburton in the federal criminal and administrative investigations arising from the Deepwater Horizon oil rig explosion; and also serves as counsel to Range Resources, for which the team’s recent work includes responding to allegations that the company contaminated four domestic water wells in Pennsylvania. The firm was also active representing Cabot Oil & Gas Corporation in a host of environmental matters, such as defending water contamination claims relating to hydraulic fracturing exploration; advising on an internal investigation regarding allegations of non-compliance with environmental laws and company policies; and acting in an administrative enforcement action arising from alleged misreporting of production information to the Department of Interior’s Office of Natural Resources Revenue. Austin-based Tim Wilkins heads the firm-wide environment practice, and is acknowledged for his experience in environmental auditing. Jason Hutt in Washington DC regularly works on shale gas matters. Compliance expert Heather Corken Palmer recently joined the Houston office from Norton Rose Fulbright.
United States: Intellectual property
Within Patent prosecution: utility and design patents, tier 4
Bracewell & Giuliani LLP has a strong presence in Houston and is ‘an outstanding firm with great lawyers’. The team is notable for its expertise in the oil and gas industry, recently assisting GE Oil & Gas in the preparation and prosecution of patent applications, and also handling applications for Fortune 100 company Baker Hughes. Other clients include The Weir Group, Lockheed Martin and Tesco Corporation. Houston-based practice head Jeffrey Whittle regularly takes the lead on matters with the support of key attorneys Jim Bradley, Albert Kimball, senior counsel Keith Derrington and Constance Gall Rhebergen. The firm opened an office in New York in 2013.
Within Trademarks: non-contentious (full coverage), tier 4
Bracewell & Giuliani LLP addresses the trademark needs of businesses ranging from start-ups to Fortune 500 companies, and is active both domestically and globally on a range of matters, from trademark clearance and prosecution to domain name issues and transactions. Erin Hennessy heads the practice from the firm’s Seattle office, which was recently bolstered by the arrival of the well-regarded Mark Mutterperl, who is recommended for trademark selection and intricate prosecution matters before the Trademark Trial and Appeal Board. Key clients of the group include HTC Corporation, Zillow and Turner Broadcasting.
United States: Investment fund formation and management
Within Alternative/hedge funds, tier 5
Bracewell & Giuliani LLP ‘ranks among the best’ for energy-related hedge funds, advising clients such as Riverstone Investment, Lime Rock Partners and Rockland Power Partners. ‘Top-notch’ team head Cheri Hoff ‘stands out among her peers’ for her ‘knack for developing creative solutions to complex problems’, ‘superior knowledge of SEC and CFTC rules’ and ‘pleasant manner’. Hoff recently advised Matador Master Fund on a long/short fund targeting Latin American investments, and CRC Liquid Strategies Fund on a variety of compliance, broker-dealer and fund formation matters.
United States: Labor and employment
Within Employee benefits and executive compensation, tier 4
Energy giant Bracewell & Giuliani LLP advises clients on qualified and non-qualified retirement plans, welfare benefit plans – including Consolidated Omnibus Budget Reconciliation Act (COBRA) and HIPAA – and executive compensation. It has a wealth of experience in M&A, including acting in many purchases out of bankruptcy. The firm advised Apache Corporation on its $3.75bn sale of its Gulf of Mexico Shelf operations and properties to Fieldwood Energy LLC. The firm also advised Kinder Morgan on the $380m sale of its one-third interest in a joint venture that owned the Express-Platte Pipeline System to Spectra Energy, as part of the latter’s purchase of all of the interest in the joint venture. Houston-based Bruce Jocz and Scott Sanders are both highly recommended.
United States: Litigation
Within Supreme Court and appellate, Bracewell & Giuliani LLP is a third tier firm,
Houston firm Bracewell & Giuliani LLP is led by the ‘very intelligent, well-spoken and always prepared’ Warren Harris. The firm is currently appealing an adverse $81m judgment on behalf of client KBR to the U.S. Court of Appeals for the Ninth Circuit; the case concerns issues of alleged exposure to sodium dichromate by 150+ National Guardsmen at a water-treatment facility in Iraq. Cliff Gunter is a ‘sage lawyer’; Jeff Oldham is ‘top-notch’. Harris’ client base also includes Statoil and Domino’s Pizza.
Within White-collar criminal defense, tier 6
With a focus on criminal and regulatory investigations, Bracewell & Giuliani LLP is able to do an ‘exceptional job on big engagements’. Within its ranks are a number of former federal prosecutors which have an ‘excellent understanding of the internal operations and drivers of the attorneys working in the DOJ and SEC’. As well as its continued involvement in high-profile cases such as the defense of Halliburton in a criminal investigation connected to the Deepwater Horizon oil spill, the team has also been busy with new mandates including representing a prominent neurologist in an insider trading case. For this client, practice head Marc Mukasey successfully negotiated a cooperation agreement whereby the individual will not be prosecuted. Mukasey receives praise for his ability to ‘quickly focus on the key issues and develop appropriate litigation strategies’. Alongside him in the New York office is Philip Bezanson, who is handling civil litigation and multi-agency investigations for a private investment group in relation to ‘pay to play’ complaints. Also recommended, in the Washington DC office, is Richard Beckler, whose far-reaching expertise takes in antitrust, bid-rigging, FCPA and procurement fraud.
United States: Media, technology and telecoms
Within Technology: outsourcing, tier 4
At Bracewell & Giuliani LLP, Houston-based Jeffrey Andrews assists energy, public utility/electric power, manufacturing and telecoms companies, retail businesses and banks with complex multi-process outsourcing transactions, notably advising Oncor Electric Delivery on numerous strategic sourcing agreements. The team, which also features Andrew Gajkowski in Austin, represents customers and vendors including multinational and Indian service providers. Key clients include Baker Hughes, HCL America, American Water and Noble Energy.
Within Technology: transactions, tier 4
Bracewell & Giuliani LLP’s technology practice has ‘specialized knowledge and the team is very responsive’. Attorneys handle technology-intensive matters involving software, internet, gaming, semiconductors and life sciences. Edward Cavazos in Austin has ‘the perfect blend of subject matter expertise on software licensing, open-source, IP litigation and tech transfer matters’; he assisted CompareMetrics with its $3.5m Series A financing, and together with Andrew Gajkowski, is advising Border City Media, Famigo and Next Step Capital Partners . The group also handles energy and clean energy deals; Cavzos and Gajkowski are advising Xtreme Power, a venture-capital backed company that manufactures and operates large-scale digital power stations for use in renewable energy and micro-grid applications. In Houston, Jeffrey Whittle’s clients include Sandbox Logistics. Michael Samardzija is advising early-stage companies Drylet Technologies and Simbol Material. Jeffrey Andrews is also recommended, particularly for technology contracts and outsourcing.
United States: Mergers, acquisitions and buyouts
Within M&A: large deals ($1bn-5bn), Bracewell & Giuliani LLP is a third tier firm,
Bracewell & Giuliani LLP fields a ‘deep team with excellent resources and top business acumen on all aspects, including corporate finance and tax’. The firm stands out for its experience in large energy-related M&A deals, with its corporate and M&A attorneys nationally recognized for their experience in the sector. The practice also regularly acts in mid-market financial institutions transactions, and is among the nation’s most prominent and experienced law firms for corporate and M&A matters involving MLPs. It advised Chesapeake Energy on its agreement to sell a substantial majority of its remaining midstream assets to Access Midstream Partners for approximately $2.16bn; acted for Evercore Partners in relation to Regency Energy Partners’ $1.5bn acquisition of Southern Union Gathering Company from Southern Union Company, a jointly owned affiliate of Energy Transfer Equity and Energy Transfer Partners; and acted for Lufkin Industries, a leading provider of artificial lift technologies for the oil and gas industry and a manufacturer of industrial gears, in connection with a merger in which GE acquired the company for approximately $3.3bn. On the mid-market side, the team acted for Noble Energy on the $617m sale to Unit Petroleum Company, a wholly owned subsidiary of Unit Corporation, of oil and gas properties (including over 900 producing wells on approximately 84,000 net acres) located in western Oklahoma and the Texas Panhandle; advised Plains Exploration & Production Company on its agreement to acquire from Shell Offshore its 50% working interest in the Holstein field for $560m; assisted Duke Energy International, a subsidiary of Duke Energy Corporation, on the $415m acquisition of CGE Group’s Iberoamericana de Energía Ibener subsidiary in Chile, including related financings; and acted for Western Gas Partners on the $490m acquisition of gas-gathering systems from Anadarko Petroleum. Houston-based Alan Rafte, Gregory Bopp, Michael Telle, Gary Orloff and Cleland Dade are recommended. In New York, John Klauberg is a key name.
United States: Real estate and construction
Within Construction, tier 4
Bracewell & Giuliani LLP’s construction practice has expertise in Houston, Austin, Dallas, and New York, and works closely with the firm’s real estate and energy departments. The team, led by Phillip Sampson, represents private and public entities, owners, large-scale homebuilders, manufacturers, contractors, engineers and architects. Recent work includes advice on residential multi-family structures and commercial buildings, as well as design and construction defect claims and other litigation, mediation and arbitration. On the contentious front, it is representing West Houston Infiniti in construction defect and breach of contract claims. Transactional highlights included acting as lenders’ counsel in connection with the financing of the construction of a $925m chemical plant in the US. Austin-based Stephen Benesh and Houston-based transactional specialist Richard Whiteley are also key partners.
United States: Tax
Within Domestic tax: Central, tier 4
Bracewell & Giuliani LLP operates a nationally recognized tax practice, with its Houston arm focused on the energy sector. One major client is Kinder Morgan, which the firm advised on its acquisition of midstream natural gas company Copano. Lance Behnke, who divides his time between Houston and Seattle, led advice to Lufkin, a provider of artificial lift technologies for the oil and gas industry, on its acquisition by General Electric; and also acted for Citibank as administrative agent and arranger of $2.45bn of debt financing for a deal which would create one of the largest MLPs in the US. James Reardon acted for ConocoPhillips on a public offering of $2bn of senior notes. Other clients of the firm include Apache Corporation, Chesapeake Energy Corporation, Phillips 66, and Noble Energy.
Within Domestic tax: East Coast, tier 7
Bracewell & Giuliani LLP’s tax team is ‘extremely responsive’ and ‘proactive’. It is strongest in the central US region, but the East Coast team has considerable talent and provides vital support. Elizabeth McGinley heads the practice from the New York office and is highly regarded, particularly for her oil and gas expertise, a core area of strength for the firm. McGinley led advice to Apache on the sale of its Gulf of Mexico shelf operations and properties to Fieldwood Energy, an affiliate of Riverstone Holdings, for $3.75bn.
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