The Legal 500

Bracewell & Giuliani LLP

2000 K STREET NW, STE 500, WASHINGTON, DC 20006-1872, USA
Work +1 202 828 5800
Fax +1 202 223 1225
Washington DC, Seattle, San Antonio, New York, London, Houston and 4 more

United States


  • United States: Real estate and construction > Construction

United States: Finance

Within Capital markets: debt offerings , tier 4

At Bracewell & Giuliani LLP, the team handles debt offerings for issuer clients. The firm is headquartered in Houston and has a significant profile in the energy sector. Highlights for key practitioner Michael Telle included advising Chesapeake Energy Corporation on a $1.3bn offering of senior notes, and acting for Chesapeake Midstream Partners in its $750m issuance of 6.125% senior notes due 2022. William Anderson represented Phillips 66 in its $5.8bn Rule 144A offering of senior notes. Anderson and Charles Still Jr acted for Sysco Corporation in a $300m offering of senior notes due 2015 and a $450m offering of senior notes due 2022. John Brantley and Gregory Bopp are noted for their expertise.

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Within Capital markets: equity offerings , tier 4

Houston-based Bracewell & Giuliani LLP continues to handle a number of high-profile equity deals, particularly in the energy sector. The respected Michael Telle recently represented Frac Tech Services in its $1.5bn IPO on the NYSE. Gregory Bopp and the highly-rated Gary Orloff recently represented Kinder Morgan in the sale of 63,000,000 shares of common stock valued at $2bn.

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Within Corporate restructuring (including bankruptcy), tier 5

Singled out for its ‘vast experience’ and ‘deep bench of responsive attorneys’, Bracewell & Giuliani LLP is ‘excellent value compared to some of the bigger restructuring groups’. Evan Flaschen is an ‘undoubted star in the area’ and heads a team that ‘serves clients well due to its practical experience in a number of major restructurings including corporate restructurings, bank receiverships and international insolvency proceedings’. Although led out of Connecticut, the team also counts specialist partners in New York, Houston and Dallas and significantly its strong Texas presence ensures that it retains an excellent practice in energy-related restructurings. It is representing Athens-based Omega Navigation, a company that transports refined petroleum products, in Chapter 11 proceedings worth around $500m. The firm also has a robust creditor practice as shown by its advice to the senior lenders to Centro Properties Group in the high-profile restructuring of the Australian shopping mall, which involved the sale of Centro’s US operations for more than $9bn. Renée Dailey is ‘especially adept at pursuing matters that require persistence and focus’, and Kurt Mayr is the ‘kind of user-friendly partner that you return to again and again’.

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Within Financial services: regulatory, tier 8

Bracewell & Giuliani LLP provides ‘high service levels’ to banks, financial institutions and broker-dealers engaged in negotiating the myriad regulatory concerns affecting their businesses. Deeply entrenched ties with banks in Texas and other Southern states ensures that the firm receives a steady flow of compliance and transactional mandates with a regulatory component. The ‘excellentSanford Brown is representing Texas Capital Bank and Park Cities Bank across a raft of regulatory compliance work. Up-and-coming partner Justin Longis incredibly responsive and level headed’ and aided Brown on Main Street Bank’s recent liquidation and surrender of its state banking charter. New York-based Julian Rainero has a ‘very nice technical practice’ and heads up the firm’s broker-dealer and market regulation practice. Rainero regularly handles matters in conjunction with Robert Frenchman, who is particularly accomplished at representing broker-dealers in enforcement proceedings. William Luedke is also recommended. Clients include Priority Bank, Texas Capital Bank and Credit Suisse.

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Within Project finance, tier 5

Alan Rafte’s project finance team at Bracewell & Giuliani LLP is principally based in Houston and New York and draws on the firm’s reputation in the oil and gas sector. It acts predominantly on behalf of sponsors, but has been committed to growing its lender-side experience in recent years. The highly regarded Robin Miles led a team advising joint venture Ruby Pipeline and its parent company El Paso Corporation on the project debt refinancing of the natural gas pipeline that runs through Wyoming, Nevada, Utah and Oregon. On the renewables front, Houston-based Thomas Tomlinson assisted a number of international commodity hedge providers on the financing of energy projects, including two wind-powered electric generation facilities in Texas and Canada. Miles also represented Macquarie Bank in its $30m project financing of rooftop solar installations in New Jersey, New York and Maryland for Hudson Solar. The team expanded its northeastern coverage in 2012 with the hire of three former partners from Dewey & LeBoeuf LLP: John Klauberg and Frederick Lark in New York, and Charles Vandenburgh in Connecticut.

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Within Structured finance , tier 5

Bracewell & Giuliani LLP ‘brings appropriate staffing to each deal and provides very high value for the money’. The firm is deservedly noted for expertise in the energy sector and this seam of excellence flows through into the structured finance group. Houston-based Alan Rafte chairs the firm’s energy practice and contributes to numerous financing deals. In a recent matter, Ryan Holcomb, also Houston-based, represented Citibank in a secured hedging facility for the SandRidge Mississippian Trust II, an oil and gas royalty trust owning overriding royalty interests in producing and development wells. New York-based Robin Miles worked on aspects of the ConocoPhillips spin-off of Phillips 66, which included a $1.2bn receivables securitization.

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United States: Industry focus

Within Energy: litigation, Bracewell & Giuliani LLP is a second tier firm,

Bracewell & Giuliani LLP’s 170-attorney litigation practice has strong energy expertise, spanning oil and gas, electricity utilities and alternative energy providers. Its varied client base includes major global companies, such as Apache Corporation and Conocophillips, and mid-market players including Tide Natural Gas Storage. Washington DC partners Jason Hutt and Marc Mukasey, who is head of white-collar defense and special investigations, are leading a six-lawyer team representing Halliburton in federal criminal and administrative investigations following the Deepwater Horizon oil spill. The firm also coordinated the company’s public and private civil litigation, insurance claims and SEC disclosures. Practice head Stephen Crain represented Direct Energy in a dispute with the owners of four Texas wind farms concerning power purchase agreements worth over $10m. Crain is also defending Marubeni, oil and gas development company, and Italian oil and gas exploration company ENI in a $25m federal court action in Houston regarding oil and gas production at the Devil’s Tower Spar platform in the Gulf of Mexico. John Barr, Glenn Ballard and Coy Connelly are acting for Baker Hughes in natural gas well fracturing litigation, involving multiple state and federal court cases across several US jurisdictions. The firm also has strong regulatory expertise and is representing Powerex Corporation in ongoing litigation before FERC relating to the 2000-01 California energy crisis. The firm is currently dealing with claims for potential refunds to be made by Powerex and other sellers, which could be worth upwards of $3bn. The decade-long litigation remains controversial, raises complex issues concerning the application of the Federal Power Act and other legislation, and is also set to test the limits of FERC’s jurisdiction and remedial powers. Cliff Gunter is also recommended.

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Within Energy: regulatory, Bracewell & Giuliani LLP is a second tier firm,

Bracewell & Giuliani LLP has ‘added some real talent’ in the form of ex-Dewey & LeBoeuf LLP lawyers Catherine McCarthy, who previously co-headed the defunct firm’s energy regulatory practice, and David Poe, who ‘has done tremendous work in hydro energy’. The firm represented Shell, Noble Energy, Apache Corporation, Kinder Morgan, ConocoPhillips, Exelon, NRG and others, before the Commodity Futures Trading Commission (CFTC) and other regulators regarding implementation of Dodd-Frank Act reforms and the Consumer Protection Act. The team, led by David Perlman, also worked with individual energy companies to ensure they complied internally with the Dodd-Frank Act. The firm is experienced in providing regulatory advice on major transactions and Sandra Rizzo led a 25-partner, cross-departmental team that helped ConocoPhillips to establish spin-off entity Phillips 66, a downstream energy business. Phillips 66 subsequently become an independent, publicly traded company in a $22.8bn transaction, and the firm obtained federal and regulatory approvals, to ensure it obtained its power marketing licence. Rizzo is also part of the team handling Kinder Morgan’s $38bn acquisition of El Paso Corporation, which includes the outstanding debt of El Paso Pipeline Partners. The firm has obtained FERC approval for deal, which includes a power marketing license and wholesale electric sales contracts. When completed, it will form the largest natural gas pipeline network, the largest independent petroleum transporter and the largest CO2 transporter in the US. Rizzo also represented PPL Corporation in pursuing complaints before FERC to challenge New Jersey legislation on the basis it repressed competition in the state’s electricity market. Deanna King, Seattle office managing partner Paul Fox, Clifford Gunter, Jeffery Vaden and Shelby Kelley are representing Powerex in ongoing litigation stemming from the Californian energy crisis of 2000-01, and the team is currently defending Powerex in FERC proceedings involving $3bn-plus in refund demands from other power sellers. Fox, Charles Shoneman andClifford Gunter are all recommended.

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Within Energy: transactions, Bracewell & Giuliani LLP is a third tier firm,

Bracewell & Giuliani LLP’s Houston-based energy practice is particularly adept at handling high-value oil and gas M&A transactions. The highly regarded Alan Rafte heads the department, which is praised for its ‘excellent response time, top notch industry knowledge and valuable advice.’ He recently represented ConocoPhilips in the spin-off of Philips 66, which is now an independent downstream energy company in the refining and chemicals sector; and Apache Corp in its $2.8bn acquisition of Cordillera Energy Partners III. Gregory Bopp, another key figure in Houston, represented Kinder Morgan in its $38bn acquisition of El Paso Corporation including the assumption of outstanding debt at El Paso Corporation and El Paso Pipeline Partners. Additionally, the firm is advising Kinder Morgan on the sale of El Paso’s exploration and production business, EP Energy Corporation. The ‘very organised and knowledgeable’ James McAnelly advised Three Rivers Operating Company on the $1bn sale of its oil and natural gas assets to Concho resources; and is also representing SWEPI LP, a subsidiary of Shell, in its agreement to purchase 618,000 acres of oil assets in the Delaware Basin for $1.9bn. Another of the firm’s big-ticket clients, Chesapeake Energy, continues to instruct the firm on various acquisitions, including the sale of three separate midstream assets for a total of $4bn. In the power space, the ‘very responsive and ableRyan Holcomb is advising Entergy on its $409m acquisition of two gas-fired power plants from subsidiaries of Kgen Power Corporation. Jessica Adkins continues to assist NRG Energy with the expansion of its network of public charging stations for electric vehicles. The firm’s transactional capabilities were bolstered recently by the addition of a number of partners from Dewey & LeBoeuf LLP. Former Dewey & LeBoeuf practice co-head John Klauberg joined the New York office along with Frederick Lark, while Charles Vandenburgh joined the Connecticut office.

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Within Environment: litigation, Bracewell & Giuliani LLP is a third tier firm,

Bracewell & Giuliani LLP continues to defend Halliburton in its federal criminal proceedings relating to the Deepwater Horizon oil rig explosion. It also assists clients in public and private civil litigation, administrative proceedings, insurance claims, and SEC disclosures. The firm was also active representing natural gas clients in a variety of environmental matters, defending Cabot Oil & Gas Corporation against water contamination claims, and acting for Chesapeake Energy in CAA and CWA enforcement actions. Austin-based Tim Wilkins is ‘an expert in environmental law’ and provides ‘immediately useful advice’. Jason Hutt in Washington DC has ‘outstanding knowledge of the relevant law’. Other clients include The Mosaic Company, Apache Corporation and Bank of America.

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United States: Intellectual property

Within Patent prosecution: utility and design patents , tier 4

Bracewell & Giuliani LLP is a general practice firm with an active patent prosecution team which ‘consistently performs at a very high professional level’. The group, which is mainly led from Houston, has a fantastic reputation within the oil and gas industry, and acts for a number of leaders in the field such as Baker Hughes, The Weir Group, Shell and GE Oil & Gas. Other marquee clients include Lockheed Martin, Hewlett-Packcard and Tesco Corporation. The group is smaller than some, comprising 23 lawyers of whom six are partners, and is led by the extremely experienced Jeffrey Whittle and within the team Jim Bradley, Albert Kimball and senior counsel Keith Derrington. Constance Gall Rhebergen is ‘very attentive and able to work to address clients’ unique needs’.

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United States: Investment fund formation and management

Within Alternative/hedge funds, tier 4

Bracewell & Giuliani LLP fields ‘a youthful and extremely user-friendly’ team of alternative funds specialists under the leadership of the ‘thoughtful and consideredCheri Hoff. The practice has a broad capability spanning fund formation and regulatory compliance matters, but is particularly noted for its ability to advise on master-feeder hedge fund structures. In an indication of this strength, 2012 saw the team represent Matador Capital Management, on the investment of its assets through a master-feeder structure, which will maintain a hedged portfolio of long and short securities of companies either based in Latin America or whose operations focus in the region. It also handles a range of compliance, regulatory and fund formation matters for investment managers such as Eagle MLP, Halcyon Asset Management and Rockland Capital.

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United States: Labor and employment

Within Employee benefits and executive compensation, tier 4

Bracewell & Giuliani LLP has a comprehensive EBEC practice, advising predominantly clients in the energy sector on employee benefits, retirement plans, welfare benefit plans, compensation arrangements, ERISA, and M&A and divestitures. The firm represented Apache Corporation on its $2.85bn acquisition of Cordillera Energy Partners; advised Kinder Morgan in its $38bn acquisition of El Paso Corporation, assisting on the integration of the companies’ benefit plans into a unified structure; and represented Three Rivers Operating Company in the $1bn sale of its oil and gas assets to Concho Resources. The ‘excellent’ head of the practice Bruce Jocz is ‘very good compared to most’. Scott Sanders is also recommended.

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United States: Litigation

Within White-collar criminal defense , tier 8

Bracewell & Giuliani LLP is recommended for financial and securities-related white-collar defense, with clients citing the team’s ‘outstanding’ and ‘superb performance’ when it comes to ‘knowledge of the law, contacts, responsiveness and awareness of business issues’. In particular, lead partner Marc Mukasey and Washington DC-based Richard Beckler are ‘dedicated to clients’ interests’, and both are ‘deeply experienced’. Daniel Connolly and Craig Warkol are both ‘excellent and client focused’. The team’s profile has been on the rise lately, with high-profile instructions coming from Halliburton in federal criminal investigations arising out of the Deepwater Horizon oil spill, and from Frank DiPascali, an executive from Madoff’s investment firm. It also represents former head executive of UBS’ municipal reinvestment desk Gary Heinz. Named attorneys are based in New York except where otherwise stated.

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United States: Media, technology and telecoms

Within Technology: outsourcing, tier 4

Bracewell & Giuliani LLP recruited Houston-based Jeffrey Andrews from Thompson & Knight LLP who specializes in complex multi-process outsourcing transactions for energy, public utility/electric power, manufacturing and telecoms companies, retail businesses and banks, representing service providers and customers in large and mid-tier outsourcing transactions.

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Within Technology: transactions, tier 4

Clients recommend Bracewell & Giuliani LLP’s technology practice for ‘responsive, business-oriented advice’. Focusing on hi-tech, energy and clean energy work, attorneys also handle matters involving software, internet, gaming, semiconductors and life sciences. In 2012 the group was strengthened by the arrival of Jeffrey Andrews from Thompson & Knight LLP. Edward Cavazos and Andrew Gajkowski in Austin represented WhaleShark Media in strategic technology deals, notably the high-profile launch of card-linked coupon technology. The group handles energy and clean energy-related deals and matters involving software and video games. Cavzos and Gajkowski are advising Onit, which provides web-based software that streamline legal and business operations. In Houston, Jeffrey Whittle who is recommended for ‘business-oriented advice and deep knowledge of IP and related protection’, represents BrightLeaf Technologies, a developer of affordable concentrated photovoltaic systems, on strategic alliances, technology development and IP licensing. Michael Samardzija advised sustainable materials technology company Simbol Materials.

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United States: Mergers, acquisitions and buyouts

Within M&A: large deals ($1bn-5bn), tier 4

While the bulk of Bracewell & Giuliani LLP’s M&A transactions in Texas over the past year have resided in the energy industry, the firm has also represented major players in the banking and financial, construction, distribution, maritime, and hospitality industries; and the New York office features a team of corporate/M&A attorneys that has been especially focused on distressed transactions for much of the last decade. The national practice is also prominent with respect to corporate and M&A matters involving master limited partnerships. Large deals for the team included representing Chesapeake Energy Corporation in connection with the $1.25bn sale of preferred shares that related to the Utica Shale joint venture; and acting for Apache Corporation in its $2.85bn acquisition of Cordillera Energy Partners III. Mega deals mandates included representing Kinder Morgan in its $38bn acquisition of El Paso Corporation (EP), including the assumption of debt outstanding, both at EP and El Paso Pipeline Partners, the transaction creating the fourth largest energy company in North America, with an enterprise value of more than $90bn and 75,000 miles of pipelines; and advising Evercore Partners, an independent investment banking advisory firm, in Energy Transfer Equity’s (ETE) announced $9.4bn acquisition of Southern Union Company, comprised of $5.7bn in cash and ETE common units, including the assumption of debt. The team also acted for Houston-based Prosperity Bancshares, a regional financial holding company, in the $532m acquisition of American State Financial Corporation; and advised Encore Bancshares in its $240m sale to Cadence Bancorp. Houston-based Gregory Bopp and Alan Rafte are recommended. John Klauberg joined in New York from Dewey & LeBoeuf LLP; Klauberg is an electric power deal expert.

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United States: Real estate and construction

Within Construction, tier 4

Full-service international firm Bracewell & Giuliani LLP’s construction team operates from the firm’s Austin and Houston offices. The practice represents a range of clients from the construction industry including owners, architects, contractors, engineers and manufacturers in almost every type of construction and real estate related litigation. Practice head and experienced litigator Phillip Sampson Jr is leading the firm’s representation of Parex in a $1m suit for indemnity brought by a building contractor, Fresh Coat. Having recently won summary judgement in the client’s favor, the team continues to represent Parex following an appeal by the plaintiff. Stephen Benesh’s experience includes his recent representation of the owner of a large condominium complex in Austin in connection with claims of defective construction and materials against the general contractor and previous owner. Estimated damages exceeded $10m and the firm ultimately obtained a favorable settlement on behalf of the client.

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United States: Tax

Within Domestic tax: Central, Bracewell & Giuliani LLP is a third tier firm,

Bracewell & Giuliani LLP is recognized for its experience in tax matters related to the energy sector. The firm advises a number of high-profile clients on domestic and international transactions including bankruptcy matters, restructuring and the development and use of financial products. The team also has considerable expertise in the area of master limited partnerships and has witnessed an increase in this work. Lance Behnke splits his time between the Houston and Seattle offices and led the firm’s advice to Chesapeake Energy Corporation in its $1.25bn joint venture with a group of investors consisting of GSO Capital Partners, TPG Capital, Magnetar Capital and EIG Global Energy Partners. Bennke was joined by Gregory Bopp in advising Kinder Morgan on its $38bn acquisition of El Paso Corporation, including the assumption of debt outstanding at El Paso Corporation and El Paso Pipeline Partners. James Reardon is also recommended.

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