The Legal 500

Vinson & Elkins LLP

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United States


  • United States: Real estate and construction > Construction

United States: Finance

Within Capital markets: debt offerings, Vinson & Elkins LLP is a third tier firm,

Vinson & Elkins LLP’s ‘outstanding team’ is very active in the energy space – unsurprising given its core members sit in Houston – and advises a mix of issuers and underwriters. The group is co-headed by Kevin Lewis and David Oelman; the latter recently acted for Plains All American Pipeline on its $750m note offering. Mark Kelly advised Barclays Capital on a $450m senior notes offering and $300m convertible senior notes offering, both by Hornbeck Offshore Services. Douglas McWilliams represented J.P. Morgan Securities, Wells Fargo and Citigroup Global Markets as underwriters/sale agents on two senior notes offerings by Enterprise Product Partners collectively valued at $4bn, including a recent $2.25bn two-tranche offering. Other issuer clients include Western Gas Partners LP, FCM Technologies and Endeavour International Corporation.

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Within Capital markets: equity offerings, Vinson & Elkins LLP is a third tier firm,

Vinson & Elkins LLP’s co-practice leader David Oelman handled a stream of high-profile master limited partnership IPOs, including advising Plains All American Pipeline on its $2.73bn flotation, the largest of 2013, and representing Barclays in Tallgrass Midstream’s $315m IPO. As a Houston-based firm, energy is a core source of work and the practice balances issuer and underwriter representation, acting for leading public companies, emerging firms and bulge bracket banks. Douglas McWilliams acted for J.P. Morgan Securities, Wells Fargo, and Citigroup Global Markets as underwriters and sales agents in three common unit offerings by Enterprise Products Partners; the deal totaled close to $2bn, with offerings made across a number of months. McWilliams also has particular expertise in handling private equity-driven energy IPOs. Also recommended are Mark Kelly and James Prince.

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Within Capital markets: high-yield debt offerings, tier 4

Houston firm Vinson & Elkins LLP is a ‘great asset for clients involved in high-yield deals’, owing to its ‘very deep team of experienced lawyers’. The practice’s core strength lies in representing issuers from the energy and natural resources sector. Mark Kelly represented Concho Resources in a $850m offering of senior notes, and Michael Harrington advised MarkWest Energy Partners in its $1bn senior notes issue; Harrington also acted for three privately held exploration and production companies in offerings of senior notes totaling $1.275bn. On the underwriter side, James Prince represented J.P. Morgan as underwriter in a $600m notes offering by Halcón Resources Corporation.

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Within Corporate restructuring (including bankruptcy), tier 5

Vinson & Elkins LLP’s ‘native experience in oil and gas, environmental and regulatory law makes it a top choice for energy restructurings’ and, as a ‘Texas stalwart’, the firm brings to bear a ‘depth of expertise, experience and local relationships that New York firms can’t match’. That said, the restructuring group also fields significant strength in New York in addition to its Dallas and Houston offices, and its experience goes well beyond the energy industry; over the past year the firm has advised on cases in the leisure, telecoms, real estate and retail sectors. William Wallander heads the department and is a ‘strongly strategic bankruptcy lawyer’. Although highly rated partner Dov Kleiner left the firm in October 2013 to join Kleinberg, Kaplan, Wolff & Cohen, P.C., the group still includes the ‘very experienced and client-focusedHarry Perrin and ‘shrewd bankruptcy litigatorDuston McFaul. Recent case highlights include advising an ad hoc committee of second lien bondholders in the ATP Oil & Gas Chapter 11. In another key piece of work, the firm is representing Stan Springel as Chapter 11 trustee for the bankruptcy estate of Innovative Communication Corporation.

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Within Project finance, Vinson & Elkins LLP is a third tier firm,

Particularly active on the sponsor side, Vinson & Elkins LLP’s 60-lawyer practice is pre-eminent within the US energy market; while recognized for being ‘very strong in natural gas’, it also has expertise in power, renewables, metals and mining. Additional niche expertise includes aviation finance, roads, water and waste water. In Washington DC, practice head Mark Spivak led a team advising AES Gener on financing a $1bn coal-fired power development in Chile. Katy Gottsponer was promoted to the partnership in January 2014. In Houston, Mark Spradling advised an investment joint venture that included GE Energy Financial Services, various Canadian investment funds and an Asian sovereign wealth fund, on a $1bn pipeline serving Eagle Ford Shale. New York-based Karen Smith advised Riverstone Holdings on all aspects of its purchase of three Maryland power plants, including financing through a term loan B. Senior associate Kaam Sahely advised Dyno Nobel on the development of an $850m anhydrous ammonia plant in Louisiana. Other clients include China National Petroleum, ING Capital, LS Power and Noble Energy. Additional names to note are David Andril, Brett Santoli and Douglas Bland. Marcia Backus left the Houston office for an in-house position at Occidental Petroleum Corporation in September 2013.

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United States: Industry focus

Within Energy: litigation, Vinson & Elkins LLP is a second tier firm,

Vinson & Elkins LLP is ‘very experienced in all aspects of the energy industry, particularly the upstream and midstream sectors’. The practice is currently representing Black Elk against claims by investors that the company improperly diluted shares and that mismanagement led to a platform explosion in the Gulf of Mexico, the result of which derailed a potential acquisition and downgraded the company. It is also busy on a royalty arbitration for Kinder Morgan before the American Arbitration Association, in which the claimants contend that it breached a previous settlement agreement and has committed fraud by underpaying royalties, seeking more than $30m in actual and punitive damages. The firm’s impressive client list also includes Antero Resources Corporation, Petrohawk and Midstates Petroleum Company. Houston-based James Thompson is ‘an excellent trial attorney who provides keen legal analysis’ and has ‘a deep understanding of the energy industry, which gives him an extra advantage in litigation’. Phillip Dye, also in Houston, is a ‘great strategist’, a ‘gifted intellectual’, and a ‘tactician’ with ‘extraordinary experience in litigation’.

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Within Energy: regulatory, Vinson & Elkins LLP is a third tier firm,

Vinson & Elkins LLP has a ‘very significant oil and gas regulatory practice’, with a particular focus on natural gas and liquids pipelines. Based in Washington DC, David Andril heads the team and has extensive knowledge of the LNG industry. David Andril and John Decker led a team advising Freeport-McMoRan Energy (FME) on an application filed with the US Department of Energy for long-term authorization to export up to 24 million tons per annum of LNG from its proposed Main Pass Energy Hub Deepwater Port, which would be the first offshore LNG production facility constructed in US waters. Further LNG highlights included advising BG LNG Services LLC and Trunkline LNG Company on a facility to be located adjacent to the latter’s existing one in Lake Charles, Louisiana; authorization has been sought from the US Department of Energy to export up to 15 million tons per annum of LNG. The firm is also assisting NRG Energy with a decommissioning funding rate application to the Public Utility Commission of Texas (PUCT). Michael Tomsu, who heads the team, has considerable PUCT experience.

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Within Energy: transactions, Vinson & Elkins LLP is a second tier firm,

Operating out of Houston and New York, Vinson & Elkins LLP is ‘highly recommended for transactional work’ and counts some of the largest oil and gas and private equity players as key clients. Highlights included assisting Pioneer Natural Resources with an agreement with Sinochem Petroleum USA LLC, a subsidiary of the Sinochem Group, to sell 40% of the client’s interest in approximately 207,000 net acres in the horizontal Wolfcamp Shale play for $1.7bn; ‘excellent negotiatorDavid Cohen led the team. On the M&A side, co-head of the transactions and projects group John Connally, who is based in Houston, led advice to Devon Energy Corporation in a joint venture with Sumitomo, where the latter agreed to invest $1.4bn in exchange for 30% of the client’s interest in approximately 650,000 net acres in the Cline shale and the Wolfcamp shale. Connally also led advice to QEP Resources Inc on its acquisition of crude oil development properties in the Williston Basin for $1.38bn from multiple sellers, including Helis Oil and Gas Co LLC, Unit Corporation, Black Hills Exploration & Production and Sundance Energy Australia Limited. Further highlights for the firm included advising The Carlyle Group on acquiring the North American power generation assets of Cogentrix Energy, which include five coal and solar power projects and a development pipeline of gas and renewable projects, from Goldman Sachs; Keith Fullenweider and Maritza Okata both played a key role in the matter. Other instructions came from Silver Creek Oil & Gas and Concho Resources. Douglas Bland led advice to Summit Midstream Partners on an agreement with affiliates of GSO Capital Partners and Bear Tracker Investments LLC to acquire 100% of the equity interests of Bear Tracker Energy; the transaction has been valued at $513m.

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Within Environment: litigation, Vinson & Elkins LLP is a second tier firm,

Vinson & Elkins LLP’s environmental practice is valued for its ‘ability to craft practical, cost-effective solutions in difficult situations’. It handles work for facility owners, waste generators and transporters in both state and federal proceedings and cost recovery cases, and has a history of involvement in major remediation and long-haul Superfund work. It is currently representing the Coalition for Responsible Regulation in the Supreme Court challenges to the EPA’s authority to regulate greenhouse gases under the CAA; the litigation brings full circle the initial 2007 Supreme Court Massachusetts v EPA ruling, which first allowed the agency to regulate GHGs under the CAA. The firm also acts for Antero Resources Corporation and White Stallion Energy Center. Houston-based Carol Dinkins heads the environmental team, and Kevin Gaynor in Washington DC has a well-established record in environmental criminal matters, civil enforcement and Superfund work. Michael Wigmore joined the Washington DC office from Bingham McCutchen LLP.

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Within Environment: transactional and regulatory, Vinson & Elkins LLP is a third tier firm,

Vinson & Elkins LLP has a ‘top-notch’ environmental practice which provides ‘the highest level of legal expertise’ and stands out for its ‘ability to craft practical, cost-effective solutions in difficult situations’. The team is active in relation to air and water compliance matters, land use rights, the sale of water rights, real estate transactions, and environmental impact assessments. It recently advised Dyno Nobel Inc on the environmental aspects of the development of an $850m chemical plant in Louisiana, situated on a brownfield site; and acted for major clients in relation to EPA investigations into hydraulic fracturing and the development of compliance programs for the EPA’s Mandatory Reporting rule, which requires certain carbon-intensive power facilities to report greenhouse gas emissions. The firm also has a long track record in CERCLA matters, and continues to assist clients such as facility operators and waste generators in relation to major remediation sites around the country. Larry Nettles and Carol Dinkins are both recommended, and Michael Wigmore joined from Bingham McCutchen LLP in late 2013; all three are based in Houston.

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United States: Labor and employment

Within Employee benefits and executive compensation, tier 4

Vinson & Elkins LLP’s EBEC team is ‘outstanding in terms of intellect, responsiveness, business knowledge, and ability to communicate with top executives’. The firm advised The Shaw Group on executive compensation and employee benefit matters relating to its $3bn sale to Chicago Bridge & Iron Company. Dallas-based David D’Alessandrogives particularly helpful, practical advice’,Dusty Burke in Austin ‘is extremely responsive while being cognizant of maintaining reasonable costs to the client’, and Brian Bloom in Dallas ‘focuses on the material matter’. Alan Robin in Houston and Shane Tucker in Dallas are also recommended.

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United States: Litigation

Within Securities: shareholder litigation, Vinson & Elkins LLP is a third tier firm,

The ‘well-regarded’ practice at Vinson & Elkins LLP is led by Steven Paradise in New York and Texas-based Michael Holmes – ‘the pre-eminent officers and directors litigator in Delaware in the energy space’. As one of the country’s top three energy firms, it has the lion’s share of securities litigation in that space and advises clients such as Breitling Energy. The ‘extremely persuasive’ John Wander in Houston, who is ‘an excellent litigator and investigator’, increasingly focuses on SEC-related matters and is advising PwC on investigations concerning audits of public companies. Clients are ‘very pleased’ with the ‘very responsiveKarl Stern and Jeffrey Johnston, also in Houston. Clifford Thau in New York, who worked with Paradise in defending the owners of brokerage firm Cohmad Securities in an SEC action alleging federal securities fraud, also garners high praise. In San Francisco, Michael Charlson joined from Hogan Lovells as the firm builds up its West Coast practice.

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Within Supreme Court and appellate, Vinson & Elkins LLP is a third tier firm,

The ‘excellentVinson & Elkins LLPprovides a strong team of subject matter experts as well as outstanding legal strategy’. The firm’s most prominent figures in this space include Marie Yeates, who has conducted over 100 arguments and has ‘expertise of a very high order’, and Tom Leatherbury, who ‘is excellent at developing overall legal strategy’. One highlight for Yeates saw her act for OxyVinyls in the Supreme Court of Alabama; the client is alleged to have breached a contract to purchase chlorine from SunBelt and the firm is looking to overturn a $70m trial judgment. Leatherbury acted for The Episcopal Leadership in the Diocese of Fort Worth in property disputes amounting to $100m. Washington DC-based John Elwood heads the firm’s Supreme Court practice and ‘compares favorably’; his clients include the Chamber of Commerce and The American Farm Bureau.

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United States: Media, technology and telecoms

Within Technology: transactions, tier 4

In Texas, Vinson & Elkins LLP’s practice provides ‘excellent service’ when advising venture capital investors, private equity firms and investment banks in M&A and capital markets transactions. Recommended individuals include Dallas-based practice head William Volk and ‘strong communicator’ J Wesley Jones in Austin, who has a ‘spectacular combination of knowledge and experience’. A recent highlight was advising Cirrus Logic on the $26m sale of its Apex precision power business to Alerion Capital Group, as well as on its $20m acquisition of Acoustic Technologies. It also advised Teva Pharmaceuticals Industries on its $40m acquisition of MicroDose Therapeutx. The group advises on numerous capital financing transactions: for example, Mima Therapeutics instructed it in a $34.5m Series C financing. Other key clients include Asuragen, Bloomfire, Ciris Energy, RunTitle and Spredfast. Chris Schmitt and Milam Newby are also recommended.

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United States: Mergers, acquisitions and buyouts

Within Antitrust, tier 5

Vinson & Elkins LLP’s ‘very responsive’ and ‘strong’ antitrust team has ‘excellent business acumen’ and is ‘good value for money’. Co-chaired by James Reeder in Houston and Craig Seebald in Washington DC, the group acts on both contentious and non-contentious matters. In a major criminal investigation Seebald, alongside Matthew Jacobs in San Francisco, is representing Hitachi Automotive Systems Americas in the DOJ investigation relating to the alleged price-fixing conspiracy in automobile parts, as well as in the follow-on class action. In another significant price-fixing case, the group is defending Huntsman International in several class actions brought by indirect and direct purchasers of titanium dioxide, alleging a conspiracy between the client and some of its major competitors. William Vigdor focuses on merger clearance, and recently advised St. Luke’s Episcopal Health System on a $1bn member substitution transaction with the Catholic Health Initiatives. Neil Imus and Dionne Lomax, who like Vigdor are both based in Washington DC, are also recommended.

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Within M&A: large deals ($1bn-5bn), Vinson & Elkins LLP is a second tier firm,

Vinson & Elkins LLP offers ‘excellent value for money thanks to its efficiency and experience. The practice has solid advisers whose industry knowledge is second to none’. The group has been involved in significant mergers, acquisitions and divestitures for multibillion-dollar public and private companies in industries as diverse as energy, airlines, infrastructure, chemicals, financial services, consumer goods and technology. It assisted Inergy and Inergy Midstream in relation to agreements with Crestwood Midstream Partners and Crestwood Holdings for a merger of equals, creating a fully integrated midstream partnership with a total enterprise value of approximately $7bn; acted for Devon Energy Corporation on a transaction whereby it will contribute substantially all of its US midstream business into Crosstex Energy and Crosstex Energy, forming a new consolidated midstream business controlled by Devon; and advised PVR Partners, a publicly traded limited partnership which owns and operates a network of natural gas midstream pipelines and processing plants in addition to owning and managing coal and natural resource properties, in connection with its $5.6bn merger agreement with Regency Energy Partners, under which Regency will acquire PVR. The team also acted for St Luke’s Episcopal Health System on its $1bn member substitution transaction with Catholic Health Initiatives, a nationally recognized healthcare system, which will lead to the creation of a new foundation. Keith Fullenweider is the Houston-based practice head; Jefferey Burton Floyd is ‘talented and a great deal leader’; and New York-based Mark Proctor and David Cohen, in New York and Washington DC respectively, also attract praise. Cohen is an ‘excellent negotiator, offering creative business solutions to bridge gaps, and bringing critical organization skills to the transaction’. In Dallas, Michael Saslaw joined from Weil, Gotshal & Manges LLP; and Marc Rose was promoted to partner. Rose ‘does an exceptional job of taking charge of negotiations and drafting documentation, as well as addressing and providing good advice and counsel on complex issues’.

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Within M&A: litigation, Vinson & Elkins LLP is a third tier firm,

Vinson & Elkins LLP’s extensive involvement in high-profile M&A litigation is due in part to its strong reputation in the energy sector, its experience in master limited partnerships (MLPs), and its proficiency in Delaware law. It represents MLPs, publicly held acquirors, and targets in class and derivative actions filed in Delaware, Missouri, Texas and other states. The team represented Enterprise Products Holdings, defending the general partner of a publicly traded MLP and directors, in connection with a shareholder suit in the Delaware Chancery Court alleging breach of fiduciary duties in connection with a $9bn transaction in which Enterprise Products Partners acquired the general partner of an affiliated MLP. Dallas and Houston-based Michael Holmes and Steven Paradise in New York co-head the securities litigation and enforcement practice. In Houston, Karl Stern co-heads the firm’s global litigation department, and Dallas-based John Wander co-heads the firm’s national complex commercial litigation practice.

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Within Private equity buyouts, tier 4

Vinson & Elkins LLP is ‘highly expert in energy deals’, a sector the firm ‘understands deeply’ and this expertise has led to an expanded client portfolio of sponsor-side clients, including Quantum Energy Partners and White Deer Energy. Riverstone Holdings LLC and TPG Capital are its big anchor clients, however. It recently advised the former and its portfolio company Fieldwood Energy LLC on the $3.75bn acquisition of Apache Corporation’s Gulf of Mexico shelf business. Outside of the energy sector, it is active in chemicals, healthcare, consumer retail and manufacturing. Key contacts include Houston-based Keith Fullenweider, Scott Wulfe and Matthew Strock and New York’s James Fox and Caroline Blitzer Phillips. Warburg Pincus and SCF Partners also feature on its client roster.

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Within Venture capital and emerging companies, tier 5

Vinson & Elkins LLP has an impressive record in software, internet and social media, as well as life sciences. Additionally, much of the team’s work relates to the energy sector as it is a core focus of the firm. Clients include Ciris Energy, Noesis Energy, Bloomfire and Mirna Therapeutics. In 2013, the firm advised Spredfast on its $18m Series C financing. The senior members of the practice are Austin-based William Volk, Wesley Jones and the up-and-coming Milam Newby. Venture capital and emerging company work is also handled out of the Houston, New York and Washington DC offices.

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United States: Real estate and construction

Within Construction, tier 4

Energy specialist Vinson & Elkins LLP fields five partners across its Texas, New York, Washington DC and California offices. The Houston team handles domestic transactional matters and works closely with its UK office on international construction arbitration matters. Houston-based co-chair Ferguson McNiel brings ‘a wealth of strategic and energy industry specific knowledge’, and leads the practice with Nick Henchie in London. The core focus is on high-end, multibillion-dollar projects for sponsor clients, and it acts for EPC contractors and owners on energy-related matters. It is also active in complex domestic and international public infrastructure projects, as well as private and public building construction projects. The ‘very experienced, commercial and focusedKaam Sahely is leading advice to Dyno Nobel on all aspects of the development of an $850m anhydrous ammonia plant in Louisiana. Other clients include Bechtel and Occidental Chemical Corporation. Douglas Bland in Houston is also recommended.

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United States: Tax

Within Domestic tax: Central, Vinson & Elkins LLP is a third tier firm,

Extremely practical, responsive and cooperative’, Vinson & Elkins LLP represents clients in the aviation, shipping, financial services, telecoms, software, life sciences and medical sectors, but its core strength is in energy, where it represents upstream, midstream and downstream companies, as well as drillers, service companies and private equity funds. It is particularly active in the formation and operation of MLPs; in 2013 alone it acted as tax counsel on MLP IPOs worth more than $3bn. John Lynch led a team which advised Inergy, a propane and midstream activities PTP, on various transformative transactions. Other significant clients include AES Gener SA, MarkWest Energy Partners, Permian Mud Service, QEP Resources, The Carlyle Group and The Shaw Group. George Gerachis is the practice head in Houston.

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Within International tax, tier 4

Vinson & Elkins LLP’s ‘very good’ practice is noted for its strength in energy matters, and has a significant presence in Texas. George Gerachis, in Houston, heads the practice, and Tom Crichton in Dallas is widely respected in the market. Crichton advised Pioneer Natural Resources in connection with an agreement with Sinochem Petroleum USA to sell 40% of Pioneer’s interest in over 200,000 net acres in the horizontal Wolfcamp shale play for $1.7bn. The firm bolstered its Washington DC practice with the hire of Gary Huffman and Joe Garcia from Bingham McCutchen LLP in January 2013; the duo bring considerable experience to the firm, with Garcia offering particular strength in partnership taxation and Huffman adding depth to the firm’s already strong oil and gas taxation practice as well as expertise in master limited partnerships. Houston-based Ryan Carney was promoted to partner in January 2014.

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Within Tax controversy, tier 5

Vinson & Elkins LLP has significant experience assisting clients throughout contentious tax proceedings, from examination to trial and appellate review, and works with clients across a range of industries; it has notable strength in the energy, technology, and healthcare sectors as well as in advising government entities and nonprofit organizations. ‘Very good’ practice head George Gerachis is based in Houston. Gary Huffman and Joe Garcia joined the firm’s Washington DC office in January 2013 from Bingham McCutchen LLP, significantly boosting the firm’s strength in the capital. In Houston, Ryan Carney was promoted to the partnership in January 2014, and focuses on the energy sector. The firm represented BMC Software before the US Tax Court in a matter relating to the repatriation of foreign cash under section 965 of the Homeland Investment Act.

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