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United States: Finance
Bank lending (including other sources of financing)
Bracewell LLP has an excellent track record advising borrowers and lenders, and few can match the firm’s experience for acquisition finance in the energy sector. While the highly experienced Robin Miles leads the team out of New York, the majority of the firm’s partners are based in Houston, including active partners such as Dewey Gonsoulin, Kate Day, Heather Brown, and Stephanie Koo Song. The Houston side of the practice was also strengthened by the recruitment of extremely experienced oil and gas-lending expert Michael Niebruegge from Cadwalader, Wickersham & Taft LLP. On the lending side, the firm represented Scotiabank in the financing of Baytex Energy Corporation’s CAD$2.6bn acquisition of Aurora Oil & Gas Limited. The firm also advised RBS on a $1.5bn secured reserve-based oil and gas financing for Energy XXI Gulf Coast linked to its acquisition of EPL Oil & Gas. The firm has also been extremely active on the borrower side, and a major highlight on this front was representing Kinder Morgan (alongside Weil, Gotshal & Manges LLP) in its $76bn acquisition of the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management and El Paso Pipeline Partners, in what was the second-largest energy deal in US history. Other major borrower clients include Phillips 66, which it advised on an unsecured $5bn revolving credit facility with JPMorgan Chase.
Capital markets: debt offerings
Bracewell LLP has a strong track record in energy-related debt capital markets mandates. A cross-office team (led by Jonathan Wry in New York) acted for regular client Chesapeake Energy Corporation in a $3bn senior notes offering. Charles Still represented foodservice products marketer and distributor Sysco Corporation in a $5bn public senior notes offering. Other clients include Kinder Morgan Energy Partners, Phillips 66 and Texas Capital Bank. Troy Harder, Gregory Bopp and Gary Orloff are also recommended. All named lawyers are based in Houston unless otherwise stated.
Capital markets: equity offerings
Bracewell LLP’s core team works out of Houston and includes practice co-head William Anderson, Troy Harder, Gregory Bopp and Gary Orloff, who is recommended for his experience in representing underwriters. These key practitioners act for an impressive list of energy companies including Chesapeake Energy Corporation, ConocoPhillips and Kinder Morgan Energy Partners. New arrival Michael Tankersley, who rejoined the practice in Dallas following a series of in-house roles and an appointment as inspector general of the Export-Import Bank of the United States, led advice to Texas Capital Bancshares on its $111.7m IPO; this matter reflects the firm’s growing portfolio of financial sector clients. Michael Telle left for Vinson & Elkins LLP.
Corporate restructuring (including bankruptcy)
At Bracewell LLP, Connecticut-based restructuring chair Evan Flaschen is highlighted as a ‘global best-practice restructuring lawyer’ and heads a ‘seamless and effective’ group that is also represented in the firm’s Houston, Dallas and New York offices. The team leverages the firm’s strong focus on energy to possess an excellent track record in advising creditors and debtors on restructurings in the oil and gas, exploration and production and power sectors. Most notably, Connecticut-based Kurt Mayr recently advised Optim Energy in its $750m Chapter 11 proceedings. Cross-border and maritime-related reorganizations are also a forte of this group and in an example that perfectly marries its expertise in both areas, New York-based Robert Burns acted with Flaschen to represent an ad hoc committee of holders of unsecured notes and charter rejection claims in the Chapter 11 of Overseas Shipholding Group. As a ‘first-class restructuring lawyer with a strong work ethic’, Connecticut-based Renée Dailey is another key name.
Evan Flaschen - Bracewell LLP
Financial services: regulatory
On the bank regulatory side, Bracewell LLP is particularly strong out of its south western offices, including Austin, Dallas and Houston, where it regularly acts for local banking clients on regulatory compliance, M&A, capital markets and enforcement mandates. Led out of New York by the ‘superb’ Julian Rainero, the firm is also a ‘major player’ in the broker-dealer space. Along with Robert Frenchman, Rainero is providing the regulatory advice to General Atlantic on its purchase of tradeMONSTER and OptionsHouse. Since publication, Sanford Brown has moved to Alston & Bird LLP and Justin Long has moved to Norton Rose Fulbright US LLP.
As one of the best known energy firms, Bracewell LLP’s project finance team tends to attract instructions from the oil, gas, power and renewables sectors, acting for both borrowers and lenders and providing ‘extraordinary service’. It was recently called upon by Rockland Capital and Elgin Energy Center for advice relating to a senior secured term loan from GE Capital worth $50m. It also represented JP Morgan in the termination of a leveraged lease structure with Panda Brandywine, relating to a 230MW natural gas-fired electric generation facility and the acquisition of related real and personal property. It acted as borrowers’ counsel to the owner and operator of a natural gas-fired power generation facility in the refinancing of a first-lien term loan agreement worth approximately $301m and first-lien working capital agreement of $65m in 2013, and recently processed the refinancing of the first-lien facilities as well as the second-lien term loan agreement of $130m. It is also advising a leading wind developer on a long-term secured hedge that will enable the funding of a 200MW wind farm in Texas. Key partners at the firm’s Houston headquarters are Alan Rafte, who heads the department, Jessica Adkins, Thomas Tomlinson and the ‘articulate and graceful’ Stuart Zisman. Robin Miles in New York is also recommended.
United States: Industry focus
A large proportion of the ‘excellent’ lawyers at Bracewell LLP dedicate much of their time to energy litigation, making it one of the more prominent Texas-based firms. Department head Stephen Crain is leading advice from the Houston office to GDF Suez Energy North America in a case involving claims that the client used its bidding strategy to inappropriately impact an energy futures derivatives market traded in the United States; the plaintiffs allege that they are participants in the futures market and have therefore been negatively impacted by the client’s bidding strategies. Houston-based Bradley Benoit successfully represented ASARCO, an American smelting and refining company, in a breach of contract claim against Sesa Sterlite and Sterlite Incorporated for backing out of a purchase agreement following the economic collapse of 2008. Another interesting highlight saw Benoit lead advice to Statoil on arbitration arising from an offshore drilling rig day-rate contract with Maersk Drilling, involving three separate disputes. On the natural gas side, John Barr serves as national counsel for Baker Hughes in natural gas well fracturing litigation with cases pending in the Federal and State courts across several jurisdictions.
Bracewell LLP ‘understands the client’s business and industry’ and provides a ‘top-notch legal service’. Washington DC-based Kirk Morgan and managing partner Mark Lewis ‘stand out in a class by themselves, and their ability to translate regulatory issues into creative commercial solutions is unbeatable’. The pair recently advised - along with Kirstin Gibbs - Kinder Morgan and its subsidiaries on the regulatory, jurisdictional and commercial issues associated with several pipeline projects including a reorganization that involves the multibillion-dollar acquisition of publicly traded Kinder Morgan master limited partnerships. The team is also representing Kinder Morgan in ongoing regulatory and commercial issues associated with the operation of its gas pipeline network throughout the US. Lewis also led a team representing EnergyTransfer in the development of the Dakota Access crude oil pipeline project to move crude oil from North Dakota to various destination points. On the LNG side, the firm is negotiating the termination of LNG import and regasification agreements and participating in export proceedings to review tariff changes that impact remaining import services contracts for various clients, including GDF Suez, Shell LNG and Statoil Natural Gas. Sunoco Logistics, Crestwood Midstream Partners and Spectra Energy are other key clients.
For preeminent player Bracewell LLP, energy is the life blood of the firm, placing it in ‘a class with few members’. The firm covers the full spectrum of sectors including coal, oil and gas and renewables. Houston-based department head Alan Rafte led a cross-office team advising Apache Corporation on the sale of its non-operated interests in the Lucius and Heidelberg deepwater Gulf of Mexico developments for $1.4bn. Rafte also led a team with fellow Houston partners William Anderson and Heather Palmer and Elizabeth McGinley from New York, advising Phillips 66 on the exchange of its flow improver business to Berkshire Hathaway for $1.35bn. Stuart Zisman, based in Houston, ‘is one of the smartest lawyers around, and his ability to distil complex legal points into approachable solutions is second to none’. Michael Telle left to join Vinson & Elkins LLP.
Alan Rafte - Bracewell LLP
Bracewell LLP has great expertise in alternative dispute resolution and manages to reach favorable settlement agreements for its clients. As such, it is frequently called upon for pre-litigation advice such as information requests and compliance issues, but also in defense of criminal and administrative enforcement actions, such as alleged contamination of rivers and land. It represented Chesapeake Energy Corporation in an investigation and enforcement action alleging civil violations of the CWA through well pads, pond sites and a compressor station designed to conduct hydraulic fracturing and natural gas production. A first-of-its-kind consent decree with EPA was issued characterizing the penalty as $3.2m and prohibiting the discharge of dredged and fill material, with the firm achieving its main settlement objectives. In another highlight matter, a team led by Washington DC-based Jason Hutt succeeded in resolving the federal criminal investigation by the Deepwater Horizon Task Force against its client, Halliburton, without allegations or penalty. Austin-based practice head Tim Wilkins is also recommended.
United States: Intellectual property
Patent licensing and transactional
Bracewell LLP has experience representing clients as both sellers and purchasers of commercial licensing rights in patents, manufacturing designs, digital content and trade secrets. It has strong expertise representing clients from oil and gas, and energy sectors; in 2014 work highlights saw the team advising SandBox Logistics, a technology company that provides logistics to the oil and gas industry. Austin-based Edward Cavazos' impressive client roaster includes Border City Media, Famigo and WP Engine. Houston-based Jeffrey Whittle is a further name to note.
Patent prosecution: utility and design patents
Bracewell LLP prepares, files and prosecutes patent prosecution applications for various different divisions of GE Oil & Gas, including Vetco Gray, Hydril Pressure Control and Nuovo Pignone. Jeffrey Whittle heads the firm’s technology and IP law group, and often takes the lead on matters. James Bradley’s emphasis is on mechanical inventions, with experience across a variety of fields including oilfield equipment, medical devices, manufacturing processes, and aerospace. Key clients of the group include Baker Hughes, Lockheed Martin, The Weir Group and MetaBank. Albert Kimball has experience in the oil and gas industry, with particular emphasis on upstream activities, computer systems and data processing. Constance Rhebergen and senior counsel Keith Derrington are further names to note. The patent prosecution group is centered in Houston and also has presence in Dallas, New York and Seattle.
Trademarks: non-contentious - full coverage
Bracewell LLP New York-based team regularly advises on proposed brands and advertising campaigns, and has strong enforcement, clearance and prosecution capabilities. Mark Mutterperl acted for BlackBerry in trademark counterfeiting and customs matters concerning the client’s handheld devices, batteries and accessories, and also manages the domestic and international trademark portfolio of BALLWatch. Erin Hennessy heads the trademark and copyright practice, and has strong experience within the media, publishing, retail and financial services industries. Hennessy is also involved in new cyber-squatting, domain name testing and gTLD launch policies.
United States: Investment fund formation and management
Bracewell LLP’s ‘timely and attentive’ practice head Cheri Hoff, who ‘has a mastery of fund structures’, undertakes a wide range of transactional and regulatory matters for funds and managers. Hoff assisted hedge fund and commodity pool kWantix Trading Fund I with its formation, and continues to advise on CFTC and FERC matters, as well as dealing with ancillary tax and ERISA issues. Robert Frenchman acts for broker-dealers and other financial services clients in enforcement proceedings before the SEC and other regulators, while Bruce Jocz is a go-to for ERISA-related issues. Washington DC based David Perlman is also recommended.
United States: Labor and employment
Employee benefits and executive compensation
As part of the tax group, the Houston-based EBEC team at Bracewell LLP has strength in M&A-related employee benefits work, especially for clients in the firm’s specialist field of energy. Department head Bruce Jocz and Scott Sanders regularly advise on qualified and non-qualified retirement plans, a variety of welfare benefit plans and executive compensation. Jocz is negotiating the benefits and terms of employment for the union and non-union employees in Duke Energy’s sale of its Midwest merchant generation business. New clients include Phillips 66 Company, San Antonio Spurs and Pioneer Natural Resources.
United States: Litigation
Bracewell LLP is a ‘litigation powerhouse’. Trial lawyer Stephen Crain, who represents BG Group in matters arising from oil and gas development agreements, leads the litigation team from Houston. The firm has a broad practice but is particularly strong in contract litigation for energy companies such as GDF Suez, ENI Petroleum and Statoil.
Supreme Court and appellate
Bracewell LLP’s team leader Warren Harris is a ‘very, very good lawyer’ and the firm itself has a superb reputation. Harris recently represented W&T Offshore in W&T Offshore v Indemnity Insurance Company of North America et al, winning judgment for the client in a reversal of the district court’s decision that the underwriters were not liable for W&T’s removal of wreck and debris as a result of losses incurred in the aftermath of Hurricane Ike. Dale Wainright, who ‘does outstanding work’, appears regularly before the Supreme Court of Texas and has authored more than 125 opinions during a standout career.
White-collar criminal defense
New York-based Marc Mukasey heads the white-collar practice at Bracewell LLP and has led the team to some notable recent successes such as settling Halliburton’s criminal investigation following Deepwater Horizon with no criminal charges for the company. Mukasey also led the trial defense and sentencing of a former executive at UBS in a prosecution brought by the DOJ’s Antitrust Division relating to municipal bond bid rigging. Other key players in the New York office include Philip Bezanson, who is assisting Mukasey in representing Michael DuHaime in investigations concerning the decision to close the lanes of the George Washington Bridge, and Daniel Connolly who represented Structure Tone in a wide-ranging construction fraud investigation conducted by the Manhattan District Attorney’s Office. In Washington DC, well-respected trial lawyer Richard Beckler is the main contact.
United States: M&A/corporate and commercial
M&A: large deals ($1bn+)
Bracewell LLP had a tremendous year in 2014, demonstrating its leading presence on energy and power-related M&A, mid-market financial institution transactions and deals involving MLPs. Energy sector transactions have been at the heart of the firm’s practice for decades and this was very much in evidence in 2014: the firm represented New York-listed Kinder Morgan on its $70bn acquisition of the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management and El Paso Pipeline Partners, in what was the second-largest transaction in the history of the energy sector after Exxon’s acquisition of Mobil in 1999 and was one of a series of multibillion-dollar transactions for the firm, which also advised the conflicts committee of QR Energy’s board of directors on the $3bn sale of QR Energy to Breitburn Energy Partners. In addition, it advised Evercore Partners as the special adviser to the special committee of the Board of Directors of Crosstex Energy, on the $4.8bn combination of the majority of Devon Energy’s midstream assets with Crosstex’s assets to create a new midstream business. Other key clients include Apache, Chesapeake Energy, ConocoPhillips, Duke Energy, EIG Global Energy Partners and Phillips 66. The firm typically handles a substantial number of bank M&A transactions on an annual basis, especially for financial institutions that are not based in New York. Dallas partner Sanford Brown is particularly well known in this sector. Greg Bopp co-heads the department from Houston and was the lead partner on the Kinder Morgan transaction. Fellow co-head and Houston-based partner Alan Rafte is another influential member of the team and regularly advises key client Phillips 66. Houston partner William Anderson, New York’s John Klauberg and Houston’s Gary Orloff and Cleland Dade are also recommended.
United States: Media, technology and telecoms
The Texas-based outsourcing team at Bracewell LLP ‘produces high-quality work and meets required timeframes’. Head of the department Jeffrey Andrews is based in Houston and is closely supported by senior counsel member Andrew Gajkowski in Austin, who is noted for technology-related vendor contracts and praised for his negotiation skills. The team represented Southwest Airlines in an outsourcing agreement for information technology services worth $30m. For American Water Enterprises Inc, the team assisted with structuring and negotiating an outsourcing agreement for data center services, and in a separate matter for the same client, the team developed a significant services agreement for ERP system integration services worth $25m.
In addition to the energy and clean energy-related technology deals for which Bracewell LLP is best known, the group routinely handles matters involving software, internet, video games and semiconductors. The ‘highly experienced’ Edward Cavazos heads the team from Austin, where senior counsel Andrew Gajkowski is also based. Dallas-based Janice Davis is another name to note. The team is advising Famigo on its strategic partnerships with major telecoms providers, and other key clients include Border City Media, Overstock.com, SandBox Logistics and Texas Women Ventures. Michael Samardzija joined Dentons in April 2014.
United States: Real estate and construction
Bracewell LLP’s three-partner construction team acts for a number of owners, general contractors, and component manufacturers. The practice is fairly evenly split between litigation and transactional work. Renowned trial lawyer Phillip Sampson, who ‘knows how to win a case effectively with sound rhetoric’, leads the group. The firm often conducts and oversees internal investigations into alleged defective products for its components clients. New client Enduro Composites instructed the firm in litigation for defective construction of a multimillion-dollar polymer composites manufacturing facility in Fort Bend County, Texas.
United States: Tax
Bracewell LLP is very active in the energy sector. The head of the tax department is New York-based Elizabeth McGinley, who advised Chesapeake Energy on a $3bn public offering of senior notes in two parts to refinance debt, and advised Duke Energy on the sale of its Midwest generation business to Dynegy for $2.8bn in cash. In Houston, Gregory Bopp represented Kinder Morgan in its agreement to acquire all of the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management, and El Paso Pipeline Partners for $70bn; Lance Behnke, who divides his time between Seattle and Houston, also assisted with this transaction as well as representing Texas Capital Bancshares and its subsidiary, Texas Capital Bank, in common stock and debt offerings totalling $287m.
Further information on Bracewell LLP
Please choose from this list to view details of what we say about Bracewell LLP in other jurisdictions.
United Arab Emirates
Offices in Dubai
- Commercial, corporate and M&A : Commercial, corporate and M&A
- Energy and infrastructure : Energy and infrastructure
Offices in London
- Finance : Bank lending: investment grade debt and syndicated loans
- Finance : Emerging markets
- Projects, energy and natural resources : Oil and gas
- Projects, energy and natural resources : Power (including electricity nuclear and renewables)
- Real estate : Construction
- Finance : Bank lending (including other sources of financing)
- Finance : Capital markets: debt offerings
- Finance : Capital markets: equity offerings
- Finance : Corporate restructuring (including bankruptcy)
- Finance : Financial services: regulatory
- Finance : Project finance
- Industry focus : Energy: litigation
- Industry focus : Energy: regulatory
- Industry focus : Energy: transactions
- Industry focus : Environment: litigation
- Intellectual property : Patent licensing and transactional
- Intellectual property : Patent prosecution: utility and design patents
- Intellectual property : Trademarks: non-contentious - full coverage
- Investment fund formation and management : Alternative/hedge funds
- Labor and employment : Employee benefits and executive compensation
- Litigation : Commercial litigation
- Litigation : Supreme Court and appellate
- Litigation : White-collar criminal defense
- M&A/corporate and commercial : M&A: large deals ($1bn+)
- Media, technology and telecoms : Technology: outsourcing
- Media, technology and telecoms : Technology: transactions
- Real estate and construction : Construction
- Tax : Domestic tax