The Legal 500

Within Capital markets: equity offerings , tier 4

Active in the energy arena, Bracewell & Giuliani LLP’s securities team in Houston handled several key issuer mandates in 2011. Gary Orloff led in advising pipeline transportation and energy storage company Kinder Morgan on its $3.3bn IPO, and Michael Telle is currently representing FTS International (formerly Frac Tech International) in its $1.15bn IPO.

Within Corporate restructuring, tier 5

The ‘phenomenally committed’ team at Bracewell & Giuliani LLP may be driven out of Connecticut, but with specialist partners in New York, Houston and Dallas, there is no doubt that this is a ‘seamless national firm’. Its sterling Texas pedigree ensures that it is well regarded for natural resources-related bankruptcies but it is also applauded for its ‘vast international experience’, and in cross-border mandates ‘lawyers emulate global best practice and do not hide behind the comfort of a “different jurisdiction” line of defence’. Team head Evan Flaschen ‘advocates directly and pointedly’ and is singled out for his ‘superb knowledge, fine commercial sense, unending energy and sharp focus’. Leveraging off its strong oil and gas practice, maritime matters are also a strong area of expertise and Flaschen recently worked alongside Gregory Nye and the ‘outstandingly commercial and technically superb’ William Wood to represent Athens-based petroleum transport company, Omega Navigation, in its Chapter 11 proceedings in Houston. In a high-profile creditor instruction, the firm represented senior lenders – from a group comprised of almost 90 investors and banks owed over $3bn – in the restructuring of Australia-based Centro properties, one of the world’s largest shopping mall companies. The ‘assertive but non-aggressive’ Renée Dailey is recommended for ‘approaching her tasks with an infectious enthusiasm’.

Within Financial services: regulatory, tier 6

‘One of the best banking firms in Texas’, Bracewell & Giuliani LLP ‘knows the regulatory players in the state along with a number of the bank management teams’. Sanford Brown is one of the pivotal members of the team and as part of his broad-ranging practice handles a mix of compliance, enforcement and M&A work. ‘One of the godfathers of banking attorneys in Texas’, William Luedke recently negotiated a consent with the FDIC and Texas Department of Banking. Spearheaded by Julian Rainero, the New York practice specializes in broker-dealer work, an area of expertise that was recently underscored by the firm’s appointment by SIFMA to prepare comments letters on FINRA’s supervision proposal and communications with the public proposal. Robert Frenchman is also recommended.

Within Project finance, tier 4

Bracewell & Giuliani LLP provides ’excellent service with valuable advice and good response times’, and is ‘equal in talent and capabilities to other major law firms, but is more efficient and as a result tends to be more cost effective’. Led by Houston-based Alan Rafte, who is ‘excellent on complex financial instruments and complex transactions’, the team has a very good record in oil and gas matters, as well as more general energy deals, principally on the sponsor side. Hugely respected attorney Robin Miles acted for La Paloma Generating Company on the refinancing of its existing credit facilities, in the form of a $302m first-lien term-loan credit facility, $65m first-lien working capital facility, $130m second-lien term-loan credit facility and $30m cash-collateralized letter of credit facility. Miles also assisted El Paso Corporation as sponsor on a $1bn investment-grade notes offering, $350m term-loan, $1.4bn construction/term facility and a $25m revolving working capital facility for the Ruby pipeline natural gas project. The team also advised Société Générale as joint lead arranger and administrative and collateral agent on a $2.5m revolving credit facility, $25m initial advance term-loan facility and $50m delayed-draw term-loan facility provided to Cinedigm Digital Funding 2. Jonathan Wry, Heather Brown, Thomas Tomlinson and Ryan Holcomb are all ‘excellent, knowledgeable, and creative lawyers and talented negotiators’.

Within Structured finance , tier 5

The ‘efficient, highly responsive and cost-effective’ Bracewell & Giuliani LLP is recognised for its work with hedge providers and counterparties for structured secured hedging, but is particularly well regarded for its strong expertise in the energy sector. In 2011, Houston-based partners Alan Rafte (‘excellent at handling financial instruments and complex transactions’) and Ryan Holcomb advised Deutsche Bank in the syndication of a secured, multiple-tranche oil and natural gas swap. Another highlight for Rafte and Holcomb involved advising JPMorgan Ventures Energy in the purchase of a volumetric production payment from an independent oil and gas company. In New York, Robin Miles ‘always assembles the right team of partners’, and Houston’s Heather Brown ‘assimilates the complexities of a structure and is excellent at drafting and reviewing agreements with multiple imbedded subtleties’.

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

Bracewell & Giuliani LLP represents a diverse client base, acting for electric and cogeneration power producers, hydro-power companies, and nuclear, oil and gas, and exploration and production players. It continues to grow its practice and clients include Anadarko, Direct Energy, Topaz Power, Chesapeake Energy, and Plains Exploration & Production. In Bud and Sue Frashier Family Trust, Derivatively On Behalf of Anadarko Petroleum Corporation v James T Hackett, et al, the team successfully represented eight of the nine board members of Anadarko against alleged breaches of fiduciary duties with respect to the board’s actions leading up to and following the Deepwater Horizon explosion. The group is currently representing Kinder Morgan Treating in two class action lawsuits in which plaintiffs allege, inter alia, nuisance and trespass relating to the operation of two natural gas compressor stations. The team is also acting as national counsel for Baker Hughes in hydraulic fracturing litigation, with one case pending in the Pennsylvania Court of Common Pleas (Bradford County) and another in the Southern District of West Virginia. The team is based in Houston and six other offices. Firm-wide litigation head Glenn Ballard and energy litigation head Stephen Crain are recommended, as are partners Paul Fox, Deanna King, J Clifford Gunter, Shelby Kelley, and Sandra Rizzo.

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

Bracewell & Giuliani LLP’s ‘excellent’ team provides ‘extremely effective, first-rate’ guidance and advice. The team is active in various market manipulation investigations and, in FERC enforcement proceedings, is representing several companies including ConocoPhillips, which it represented in an investigation and settlement relating to an internal review of natural gas transportation and capacity release matters. In response to New Jersey’s recent legislation to incentivize in-state power generation, which affects PJM competition, the team is representing PPL Corporation and its subsidiaries in proceedings before the FERC and has been engaged by various members of the PJM Providers Group in seeking an agency rehearing. Aspects of the proceedings are now pending before the Third Circuit Court of Appeals, and the team is representing PPL in the five petitions that have been filed to date. The team also represented several major gas marketers in opposing FERC’s efforts to retrospectively and/or prospectively expand the ‘buy/sell prohibition’ from interstate pipelines to intrastate and Hinshaw pipelines. As a result, FERC announced it would not seek enforcement. It continues to advise Powerex Corporation and Shell Energy North America in California ex rel. Lockyer v BC Power Exch Corp, originally a FERC case which has resulted in appeals to the Ninth Circuit and the US Supreme Court. The case involves issues relating to cross-border energy trading, the Foreign Sovereign Immunities Act, the North American Free Trade Act, and the Columbia River Treaty. G Alan Rafte heads the team, in which Mark Lewis and Kirk Morgan are recommended for pipeline work and are both ‘very seasoned, hardworking, and client focused’. Kirstin Gibbs is recommended for her vast knowledge of natural gas regulatory issues, and associate Michael Brooks is regarded as an ‘up-and-coming star’. Gibbs and Brooks joined from Sutherland Asbill & Brennan LLP. In May 2012, Catherine McCarthy joined from Dewey & LeBoeuf LLP.

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

Bracewell & Giuliani LLP’s ‘first-rate’ energy practice provides ‘excellent, cost-effective’ advice and has deep industry knowledge in the oil and gas and electricity sectors. The firm is representing Kinder Morgan in its $38bn acquisition of all of the outstanding shares of El Paso Corporation, including the assumption of outstanding debt. Once complete, the transaction will create North America’s largest midstream company controlling 80,000 miles of pipelines, and will make Kinder Morgan the leading US independent transporter of petroleum products, the largest transporter of carbon dioxide, and the largest independent terminal owner/operator. The team represented Chesapeake Energy in its $1.25bn joint venture with EIG Global Energy Partners, which included Chesapeake contributing Utica Shale acreage to a newly formed entity CHK Utica and the sale of perpetual preferred shares in CHK Utica in two tranches totaling $1.25bn. The team acted for Legend Natural Gas in the $900m purchase of Barnett Shale properties in the Fort Worth Basin from Range Resources Corporation, including 390 producing wells and approximately 52,000 net acres. Interestingly, the team is currently representing NRG Energy’s subsidiary, NRG EV Services (eVgo), in all aspects of creating the first comprehensive, privately funded network of home and public charging stations for plug-in electric vehicles. It is anticipated that the network will expand on a national level. Most recently, the team represented Apache Corporation in its $2.85bn cash-and-stock purchase of private equity-owned exploration company Cordillera Energy Partners III, which will more than double Apache’s oil and gas reserves along the Texas-Oklahoma border, with Apache gaining assets in the Cleveland, Granite Wash, Marmaton and Tonkawa shale plays. Team head Alan Rafte is ‘excellent on complex financial instruments and transactions’. Gregory Bopp is an oil and gas expert and J J McAnelly is also recommended. May 2012, John Klauberg joined from Dewey & LeBoeuf LLP.

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

Bracewell & Giuliani LLP is an ‘excellent’ firm and ‘exceptional on all levels’. The practice has a particular focus on climate change, air quality, energy policy, energy development, contamination and exposure issues. Its nationwide presence extends to offices in Texas, New York, Washington DC, Connecticut and Seattle. Among recent highlights, it defended Cabot Oil & Gas in enforcement litigation over environmental and health and safety matters arising from the company’s petroleum and natural gas exploration in the Texas Louisiana Gulf coast region. It is also involved in the high-profile litigation relating to the Deepwater Horizon oil spill, and is assisting a natural gas company in a range of environmental enforcement issues relating to shale gas exploration. The firm was successful in defending Warren Power & Machinery (a heavy equipment provider) against the Federal Aviation Administration over a penalty for hazardous materials transportation. Timothy Wilkins in Austin is head of the environmental strategies group, and is ‘phenomenal’. Jeffrey Holmstead and Richard Alonso in Washington DC are ‘superb environmental attorneys’, and ‘specialists in clean air regulations’. The firm’s Texas base expanded in 2011 with the lateral hire of two partners from Vinson & Elkins L.L.P..

Within Patent prosecution: utility and design patents , tier 4

Bracewell & Giuliani LLP's practice ‘consistently performs at a very high professional level', and continues to go from strength to strength. The 19-partner team, while smaller than many competitors, has an impressive client list, spanning a diverse range of sectors. Houston-based technology specialist Jeffrey Whittle continues to lead the practice, and is a key advisor to The Weir Group. The office is also home to key partners Constance Gall Rhebergen and Albert Kimball, who act for a global oil company, and Houston-based Jim Bradley, who represents Baker Hughes and The Weir Group. Further demonstrating its strength in technology relating to oil and gas, the team also acts for GE Oil and Gas. In other industry sectors, clients include Lockheed Martin, Tesco and new client Google.

Within Alternative/hedge funds, tier 4

Bracewell & Giuliani LLP has developed ‘a very personalized boutique offering’ in the hedge funds space since the arrival of ‘strong team leader’ Cheri Hoff in 2009. Hoff handles a variety of regulatory and transactional matters for private investment funds and investment advisors, and provides operational, restructuring and related advice to fund clients. In 2011, the team acted for CRC Liquid Strategies on the formation of a domestic fund targeting bank securities; Matador Latam on the formation of a fund targeting Latin America-based companies; and clients such as ACM Investment Management on SEC registrations.

Within Employee benefits and executive compensation, tier 4

The ‘excellent’ Texas-centered compensation and benefits practice at Bracewell & Giuliani LLP comprises three partners and three associates who devote their time to the practice area. Practice head Bruce Jocz has ‘a broad depth of knowledge and is definitely an expert in his field. He is very knowledgeable of current trends and best practices’. Jeleen Guttenberg recently joined the firm’s Seattle office from Skadden, Arps, Slate, Meagher & Flom LLP, as part of the firm’s expansion of the office in strategic areas. Guttenberg has significant experience in the design and implementation of compensation programs. The ‘very experienced’ Scott Sanders provides ‘good practical advice’. The firm recently negotiated the employee benefits issues relating to Hilcorp Energy Company’s purchase of Chevron’s oil production interest in Alaska’s Cook Inlet Basin.

Within Technology: transactions, tier 4

Bracewell & Giuliani LLP’s ‘excellent’ technology practice focuses on high-tech and energy-related work, and was strengthened by the arrival of Benjamin Bernell from Akin Gump Strauss Hauer & Feld LLP. Edward Cavazos and Andrew Gajkowski in Austin represent the University of Texas at Austin Office of Technology Commercialization on corporate and technology licensing matters ranging from new venture formation to restructuring complex deals. The group handles energy and clean energy-related deals and matters involving software and video games. Cavazos and Gajkowski are advising Qcue, which provides a software-based dynamic ticket pricing solution. In Houston, Jeffrey Whittle represents Green Source Energy. Michael Samardzija advises sustainable materials technology company Simbol Materials.

Within M&A: middle-market ($500m-999m), Bracewell & Giuliani LLP is a second tier firm,

Bracewell & Giuliani LLP’s attorneys are nationally recognized for their work involving master limited partnerships, matters related to the energy industry – including recent expansion in the electric power industry – and financial institutions, but the practice has also represented major players in construction, distribution, maritime, private investment funds, distressed situations/bankruptcy, and hospitality. A further strength of the M&A practice is the ability to work with other practice groups in the firm such as regulatory law, tax, IP, labor and employment, real estate, executive compensation, and antitrust. Key matters included advising Kinder Morgan Energy Partners in the $920m purchase of Midstream Haynesville Shale Assets from Petrohawk Energy Corporation; acting for Alinda Capital Partners on its $800m acquisition of InterPark Holdings, an owner-operator of central business district parking facilities in the US; and assisting ArcLight Capital Partners in the sale of a natural gas storage facility for $750m. In the lower mid-market, the team represented Spectra Energy Partners in the $390m purchase of Big Sandy Pipeline. In mega deals, the team is also representing Kinder Morgan in its $38bn acquisition of El Paso Corporation, the transaction due to create the largest midstream and fourth largest energy company in North America. Houston-based Gregory Bopp and Alan Rafte, and Dallas-based financial institutions M&A attorney Sanford (Sandy) Brown are recommended. Peers rate the lawyers as ‘excellent, and easy to get along with’.

Within Construction (including construction litigation), tier 4

The team at Texas-based Bracewell & Giuliani LLP represents clients including contractors, engineers, architects, owners and developers in almost all types of real estate litigation. It has experience litigating cases relating to design and construction and water intrusion; claims asserted under the Texas Deceptive Trade Practices Act; and claims involving residential property asserted under the Texas Residential Construction Liability Act. It has successfully represented NCI Group, Inc, one of the largest building component manufacturers, in a case against Cannon Storage Systems involving claims that one of NCI’s longstanding metal roofing products was defective; Cannon sought over $5m and after a three-week jury trial, a verdict was returned in favour of NCI. The practice is led by Phillip Sampson, who has experience representing both plaintiffs and defendants in state courts, federal courts and before arbitration panels as well as successfully trying a number of jury and non-jury cases.

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

Bracewell & Giuliani LLP’s tax group, with partners located in Houston, Seattle, Austin and New York, is recognised for its work in the energy industry and with private investment funds. Clients note in particular the firm’s value for money and excellent response times. Gregory Bopp (‘the premier expert on partnership taxation and master limited partnership structuring’) and Lance Behnke recently led the firm’s advice to Kinder Morgan on the tax aspects of its $38bn acquisition of El Paso Corporation, involving complex issues surrounding preservation of losses and structuring work. James Reardon acted for Chesapeake Energy Corporation on the tax aspects of recent notable capital markets transactions totaling $4bn comprising public offerings of senior notes and a tender offer to acquire contingent convertible notes. Behnke and New York-based Elizabeth McGinley advised Chesapeake on its $1.25bn joint venture with EIG Global Energy Partners. Other clients include Royal Dutch Shell, Scotia Capital and Legend Natural Gas.