United States: Antitrust
Bracewell LLP’s antitrust group has a strong focus on merger clearance, although it also handles contentious matters. Department head Daniel Hemli in New York recently represented Duke Energy, the largest US electric power holding company, in the sale of its non-regulated Midwest commercial generation business to Dynegy. Casey Low joined Pillsbury Winthrop Shaw Pittman LLP.
United States: Dispute resolution
Bracewell LLP’s team is experienced across the full scope of appellate matters, with its clients typically drawn from the energy, military and financial services sectors. A major highlight is the team’s ongoing defense of KBR in a case regarding alleged exposure to sodium dichromate; Warren Harris led arguments in the Ninth Circuit. Other recent highlights include representing Federation of Petanque USA (FPUSA) in a patent infringement case, which saw the Federal Circuit partially reverse the injunction imposed on FPUSA in the Texas state court; Jeffrey Oldham was the lead partner. Other clients include BP products, Prosperity Bancshares and also ASARCO, which Oldham successfully represented before the Fifth Circuit and the Supreme Court in a case involving a dispute over whether Section 330(a) of the Bankruptcy Code authorizes the client’s bankruptcy counsel to recover $5m in legal fees; in this case it worked in conjunction with Bancroft PLLC’s Paul Clement.
General commercial disputes
Bracewell LLP’s stellar client base of leading energy companies engages the team in a broad range of high-value disputes. Sean Gorman joined in 2015; he successfully obtained dismissal of tortious interference claims against client Eni, which was later affirmed on appeal. Stephen Crain leads the team, which is primarily based in Houston.
United States: Finance
Capital markets: debt offerings
William Anderson and Charles Still lead Bracewell LLP’s largely Houston-centered team, which is noted in particular for its work within the energy sector. A standout transaction of 2015 was handling Kinder Morgan’s first €1.25bn notes offering, its first-ever euro-denominated issuance; Troy Harder led on that. Other notable highlights included Anderson advising ConocoPhillips on a $2.5bn notes offering and Still acting for Venoco on a series of financing transactions including an exchange offer. Newly promoted partner Emily Leitch is another key figure.
Capital markets: equity offerings
Bracewell LLP’s Houston-based team has significant strength in the energy sector, acting for a number of prominent energy companies as issuers in high-value capital markets transactions. Charles Still recently assisted Energy & Exploration Partners with its proposed $400m IPO, and is currently acting for an upstream MLP in a pending public offering. Additionally, William Anderson and Jason Jean advised Allegiance Bancshares, the parent bank holding company of Allegiance Bank, on its $55m IPO of common shares, while Troy Harder acted for Kinder Morgan in its SEC-registered offering of depository shares, a transaction totaling $1.6bn. Emily Leitch is the other key figure, handling equity transactions for a range of issuers and underwriters.
Bracewell LLP distinguishes itself with its work in the energy financing sector, where it has notable expertise in the upstream space. An example of this was practice head Dewey Gonsoulin Jr advising Denbury Resources on obtaining a $3.5bn revolving credit facility. The firm’s core team works from its Houston office, but also includes New York-based Kristen Campana and Robin Miles; the latter handled several deals for clients operating in the midstream market, including advising Targa Resources on upsizing its existing credit facility. Non energy-related work accounts for around 25% of the group’s workload; an example was the ‘responsive’ Kate Day advising the NBA’s San Antonio Spurs on a $132m secured revolving credit facility and a $68m secured term loan. Highlights on the lender side included assisting JPMorgan Chase, as administrative agent, with a $750m unsecured revolving credit facility for Cameron International; Heather Brown led the advice. Stephanie Koo Song is also recommended.
Financial services: regulatory
Leveraging long-established ties with many Texas-based financial institutions, Bracewell LLP has benefited from the increasing wave of M&A between community banks and is seen in the market as ‘a leader on the smaller-scale bank deals’. The ‘very personable and skilled’ Justin Long has led on many of these deals including his recent work for Vision Bank-Texas on its acquisition by Texas Bank and Trust Company. New York-based Julian Rainero leads the firm’s broker-dealer practice and has been advising High Frequency Trading firms on several regulatory enquiries. Also based in New York, the ‘highly intellectual’ Craig Warkol has ‘sound legal and business knowledge’ and is particularly accomplished at handling SEC enforcement and regulatory matters. Sanford Brown joined Alston & Bird LLP in January 2016.
The practice at Bracewell LLP, praised for its industry knowledge, business acumen, response times and good value for money, is headed up by the ‘bright, creative and business-minded’ Alan Rafte. The team, which includes Thomas Tomlinson, Jessica Adkins and Stuart Zisman, is primarily based in Houston, with the exception of the New York-based Robin Miles. On the borrower side, Tomlinson advised a consortium including Rockland Capital, Chimera Power Holdings and Eagle Point Power Generation on the financing of two gas-fired projects and a wind generation project for $148m. In the solar energy space, Adkins advised Recurrent Energy on a long-term electricity and renewable energy credit hedge that will finance the development of two solar facilities in California. She was also active in wind energy matters, acting for a leading independent wind energy developer on a long-term renewable energy credit transaction to fund a wind project, with overall loan commitments worth $210m; unusually, this was secured by a lien on all the project’s assets. On the lender side, Miles advised a global investment bank as lead arranger and hedge provider on a $35m construction financing for a large gas-to-liquids plant in Louisiana. Other clients include Highbridge Principal Strategies, NRG Energy and Société Générale.
Restructuring (including bankruptcy): corporate
Bracewell LLP has secured roles in a significant proportion of filings by Texas oil producers, due in part to its well-regarded Houston base. Chief among these are debtor-side mandates in the Delaware-filed Chapter 11s of Optim Energy and Quicksilver Resources (advising joint venture partner ENI in the latter), which are valued at $750m and $2.3bn respectively. Further cementing its energy credentials, it won impressive creditor-side mandates in the bankruptcies of ATP Oil and Gas, and Miller Energy Resources. The compact five-partner team (which suffered a blow with the departures of Samuel Stricklin and Renèe M Dailey to Gruber Hurst Elrod Johansen Hail Shank LLP and Morgan, Lewis & Bockius LLP respectively) comprises team head Evan Flaschen and Kurt Mayr in Hartford, William Wood and Marcy Kurtz in Houston, and Robert Burns in New York.
Evan Flaschen - Bracewell LLP
A new entrant in the rankings, Bracewell LLP advises on a variety of complex financial and physical gas, oil, power and other derivatives. The team acted for commercial suppliers and wholesale distributors of petroleum and energy products, as borrowers, in a $400m credit line for the sale and purchase of receivables. It also advised Capital Dynamics on three long-term secured hedges used to finance three wind generation facilities. Houston-based Alan Rafte leads the team.
United States: Industry focus
Energy transactions: conventional power
Bracewell LLP’s transactional energy department has a dedicated conventional power team led by John Klauberg and Stuart Zisman, who are based in New York and Houston respectively. Klauberg assisted Duke Energy with its $2.8bn sale of Midwest Commercial Generation Business to Dynergy, and worked alongside Charles Vandenburgh to advise Optim Energy and its subsidiary debtors on Optim Energy’s Chapter 11 bankruptcy, which included the Section 363 sale of the Twin Oaks coal-fired power station. In another highlight, Ryan Holcomb acted for Entergy Corporation on its $948m acquisition of Arkansas’ 1,980MW Union power station.
Energy transactions: oil and gas
Bracewell LLP’s practice is praised for its response times, business acumen, industry knowledge and bench strength. ‘Bright, creative and business-minded’ practice head Alan Rafte is considered ‘one of the most knowledgeable oil and gas transaction lawyers around’. In a highlight, Rafte acted for Apache Corporation on the $1.4bn sale of approximately 205,000 net acres of land to Tapstone Energy.
Alan Rafte - Bracewell LLP
Bracewell LLP primarily appears on the defense side, acting as counsel to oil, gas and power industry clients, but it does also represents plaintiffs in litigation and arbitration. In a power-related matter, head of department Stephen Crain defended GDF SUEZ Energy North America against claims by derivatives traders Aspire Commodities and Raiden Commodities that the electricity provider used its bidding strategy to manipulate the market, causing the plaintiffs to lose tens of millions of dollars. In the oil arena, Cain, Sean Gorman, who joined the Houston office from Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P.C., and Christopher Dodson represented private equity-backed Canadian oilfield services company FPUSA as defendant and later as plaintiff in patent litigation against M-I L.L.C., a division of Schlumberger.
‘Top notch’ firm Bracewell LLP has impressive strength in the oil, gas and electric regulatory arena. On the oil and gas side, the ‘well-prepared’ and ‘thoughtful’ team, led by Mark Lewis, advises major pipeline companies, while electric transmission and electric power utilities frequently engage Catherine McCarthy’s team. ‘Fine lawyer’ Kirk Morgan, Kevin Ewing and Lewis served as project counsel to a new joint venture formed by two existing natural gas pipeline companies; the venture is seeking to construct a $2bn natural gas pipeline system transporting Appalachian shale gas to the Midwestern US and Canada. McCarthy and Frederick Lark represented Brookfield Infrastructure Partners in the FERC approval process for the $281m sale of Cross-Sound Cable Company to AIA Energy North America, an affiliate of Argo Infrastructure Partners. Michael Brooks was elevated to the partnership.
Bracewell LLP’s environment practice is anchored in Austin, Houston and Washington DC, and was recently enhanced by the addition of a team from Katten Muchin Rosenman LLP to the Austin office, including Sara Burgin, Kevin Collins, Matt Paulson and Whit Swift. The ‘excellent’ team, made up of ‘outstanding problem solvers’, recently defended two waste management entities against civil penalty claims brought by Harris County and the state of Texas for alleged pollution of the San Jacinto River; after five weeks of trial, the team successfully settled with the government for less than 1% of the penalty sought. It is also representing one of North America’s largest independent manufacturers of bleach and consumer products in an indemnification dispute over numerous Superfund sites. Other notable clients include Apache, Baker Hughes, ConocoPhillips and Pilot Chemical Company. Jason Hutt and Jeffrey Holmstead in Washington DC and Austin-based Timothy Wilkins are the key names.
Bracewell LLP’s environmental practice is led from Washington DC by Jason Hutt and provides strategic advice and advocacy on air quality, climate change, water quality, wetlands and waste. The team enhanced its capabilities to supports clients in contested case proceedings, project development, investigations, and enforcement with the addition of four new partners to its Austin office, Sara Burgin, Kevin Collins, Matt Paulson and Whit Swift, previously of Katten Muchin Rosenman LLP. Recent matters include assisting Southern Company, the Electric Reliability Coordinating Council, and Tri-State Generation and Transmission Association on greenhouse gas, climate change and energy environmental policy matters.
The team at Bracewell LLP is headed by Jason Hutt in Washington DC and Timothy Wilkins in Texas. It has a wealth of experience assisting clients with the environmental aspects of transactions and, in recent highlights, Wilkins led a team acting as project counsel and chief outside environmental counsel to a new joint venture formed by two large natural gas pipeline companies seeking to construct a cross-border pipeline for transporting Appalachian shale gas to the US Midwest and Canada. In another matter, a team led by Houston-based Heather Palmer and Washington-based Richard Alonso is representing Ecolab in seeking indemnification for environmental claims arising out of the company’s acquisition of an oil field chemicals business in 2013, involving facilities throughout the US, Canada, South America, Europe and the Middle East. Other clients include Chevron, Cabot Oil & Gas, and Pilot Chemical.
United States: Intellectual property
Trademarks: non-contentious (including prosecution, portfolio management and licensing)
Trademarks: non-contentious (including prosecution, portfolio management and licensing) - ranked: tier 3
Bracewell LLP has strong clearance, prosecution and enforcement capabilities, and regularly advises on branding and advertising issues related to product launches. Practice head Erin Hennessy, who is based in New York and Seattle, acts for HTC regarding trademark clearance for all new HTC mobile devices, and handles enforcement matters in North and South America. She also assists D’Angelico Guitars with the building of its brand equity through the development of brand protection and enforcement programs across the globe.
United States: Investment fund formation and management
Clients praise Bracewell LLP’s ‘high level of service’, with ‘very commercial’ practice head Cheri Hoff singled out for providing ‘good guidance’ and for being ‘a pleasure to work with’. In addition to handling the formation of a range of fund vehicles, including hedge funds and hybrid funds, Hoff advises on operational and restructuring matters and on regulatory issues for funds and their managers. Hoff is currently advising USAA Real Estate Company on compliance issues arising from its acquisition of an interest in Square Mile Capital Management in 2012. Also recommended are Bruce Jocz and David Perlman. Abraham Reshtick joined from Ropes & Gray LLP, while Robert Frenchman moved to Greenberg Traurig, LLP.
United States: Labor and employment
Employee benefits and executive compensation
Unsurprisingly for a firm with a strong reputation for oil and gas work, the core of Bracewell LLP’s employee benefits practice pivots around a large workload of energy transactions, including purchases of companies in difficulty. Practice head Bruce Jocz advised Noble Energy on its purchase of Rosetta Resources, while Scott Sanders assisted Kinder Morgan with negotiating the benefits provision and implementing the transition of benefits with regards to its purchase of Hiland Partners. The firm also has a track record of handling deals in the financial services sector; Sanders advised Veritex Holdings on its purchase of IBT Bancorp. Both Jocz and Sanders are located in Houston. Other clients include Howard Energy Partners and BancorpSouth.
San Antonio-based Victoria Garcia is the main contact in Bracewell LLP’s immigration practice, which provides clients with legal guidance regarding business immigration matters, such as responding to audits, inquiries and investigations by the Department of Homeland Security and the Department of Labor and complying with US labor and immigration laws on the hiring, retention and management of workforces, as well as utilizing the E-2 and EB-5 investor options as a strategy for raising capital and obtaining permanent residency. Garcia represents Valero Energy, NuStar GP Holdings, CST Brands and CST Services in all matters related to immigration, including the preparation of H-1B, L-1A, L-1B, TN and other non-immigrant visas. Houston-based senior counsel Nelli Nikova has substantial experience with employment-based non-immigrant visas for alien employees, including O-1 exceptional abilities and H-1 specialty occupation.
United States: M&A/corporate and commercial
M&A: large deals ($1bn+)
Bracewell LLP’s excellence in energy and financial institutions M&A has kept it very active in transactions above $1bn. The firm provides an ‘A-plus’ service: its ‘response times are excellent’, the ‘business acumen and industry knowledge are unparalleled, the teams are strong and the service is good value’. For one client, it is the ‘go-to firm for complex transactions’. In addition to handling large-cap deals, it also operates in the middle market - not only in energy and financial services but also in real estate, technology and other sectors. Despite the collapse of commodity prices in 2015, the firm’s M&A practice remained very active, and in addition to representing a series of big and well-capitalized strategic acquirers, including MLPs, it represented a number of private equity sponsors taking advantage of distressed situations and company sellers looking to raise cash in a tough climate. A large proportion of the M&A practice is located in Houston, with smaller teams in New York and Dallas. Big energy clients include Houston-based Kinder Morgan, the largest energy infrastructure company in North America; Duke Energy, the largest electric power holding company in the US; and major independent power producer Talen Energy. Apache Corporation and Phillips 66 are also key clients. On the fund side, the firm represents Alinda Capital Partners on a regular basis and, in 2015, it advised the client and its co-seller on the $1.89bn sale of SourceGas Holdings to Black Hills. Also in 2015, the firm represented Kinder Morgan in its $3bn acquisition of Hiland Partners from its founder Harold Hamm and certain Hamm family trusts. In addition, it advised Duke Energy on its $2.8bn sale of its non-regulated Midwest commercial generation business to Dynegy. On the financial institutions front, it advised CBFH, the holding company of Community Bank of Texas, on its acquisition of MC Bancshares. Gregory Bopp is one of the biggest names in energy M&A and has a ‘talent for working complex deal structures to creatively solve business objectives’. Alan Rafte is ‘one of the most knowledgeable oil and gas transaction lawyers around’ and is ‘bright, creative and business minded’. Bopp and Rafte are based in Houston, as are William Anderson, Gary Orloff, Cleland Dade, Jason Jean and Roxanne Almaraz. New York’s John Klauberg is a formidable M&A lawyer and Dallas-based Sanford Brown is widely recognized for his expertise in financial institutions M&A.
United States: Media, technology and telecoms
Bracewell LLP has been acting for longstanding client Southwest Airlines in structuring and negotiating a master agreement for consulting and IT outsourcing services with a multinational management consulting, technology services and outsourcing company. Jeffrey Andrews of the Houston office led this $30m deal, which closed in April 2015, and, for the same client, Andrews assisted with the outsourcing of a data center and IT security and infrastructure services worth $260m, which closed in October 2015. Other work highlights included acting for the Arizona-based portable storage company Mobile Mini in structuring and negotiating numerous contracts with a multinational technology services and outsourcing company for software installation, integration and implementation, and support and security services for the installed software. Edward Cavazos departed for a position at Pillsbury Winthrop Shaw Pittman LLP. Fossil Group, Noble Energy, and American Water Enterprises are also clients.
United States: Real estate and construction
Construction (including construction litigation)
The Texas-based team at Bracewell LLP is a ‘solid partner’ that ‘handles difficult situations with professionalism’, and works mostly with owners, product manufacturers and design professionals. It specializes in construction defect claims and claims asserted under the Texas Deceptive Trade Practices Act, but it also has a strong transactional practice in contract drafting and negotiation. A team led by Austin-based Stephen Benesh has been representing Core Logistic Services in five cases in Texas relating to road improvements by Core and its subcontractors with a combined value of $10m; and a team led by Houston-based Richard Whiteley is representing Radler Enterprises, pre-litigation, in delay, defect and abandonment claims of over $1m arising from a $30m office development. In a non-contentious highlight, the team advised Texas Medical Center on the development of a $1.5bn translational research facility. The ‘dedicated, professional and knowledgeable’ Brian Mitchell in Dallas has ‘a sense of purpose to serve and achieve results’. Houston-based Phillip Sampson and Aaron Roffwarg are other names to note.
United States: Tax
US taxes: non-contentious
Bracewell LLP’s team advises on tax matters pertaining to private equity, restructurings, cross-border transactions and real estate infrastructure, for clients based mainly in the energy sector. New York-based Elizabeth McGinley heads the practice, which recently welcomed Robert Jacobson in Houston and Abraham Reshtick in New York from Vinson & Elkins LLP and Ropes & Gray LLP respectively. Key matters in 2015 included advising Kinder Morgan on its acquisition of Hiland Partners in a $3bn deal, with Gregory Bopp leading the team, and McGinley assisting Duke Energy with the sale of its Midwest Commercial Generation Business to Dynegy for $2.8bn.
Further information on Bracewell LLP
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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
- Antitrust : Merger control
- Dispute resolution : Appellate
- Dispute resolution : General commercial disputes
- Finance : Capital markets: debt offerings
- Finance : Capital markets: equity offerings
- Finance : Commercial lending
- Finance : Financial services: regulatory
- Finance : Project finance
- Finance : Restructuring (including bankruptcy): corporate
- Finance : Structured finance
- Industry focus : Energy: litigation
- Industry focus : Energy: regulatory
- Industry focus : Energy transactions: conventional power
- Industry focus : Energy transactions: oil and gas
- Industry focus : Environment: litigation
- Industry focus : Environment: regulatory
- Industry focus : Environment: transactional
- Intellectual property : Trademarks: non-contentious (including prosecution, portfolio management and licensing)
- Investment fund formation and management : Alternative/hedge funds
- Labor and employment : Employee benefits and executive compensation
- Labor and employment : Immigration
- M&A/corporate and commercial : M&A: large deals ($1bn+)
- Media, technology and telecoms : Technology: outsourcing
- Real estate and construction : Construction (including construction litigation)
- Tax : US taxes: non-contentious