Bracewell is unique among law firms because the vast majority of our revenue is derived from a wide variety of participants in the energy industry, because we are a full spectrum energy firm – we represent participants in each segment of the oil and gas industry and each segment of the electric power industry, and because we provide almost every significant legal service necessary for companies and investors to participate in the energy industry, we have been named the 2019 “Law Firm of the Year” in Energy Law in the “Best Law Firms” report by U.S. News – Best Lawyers. The firm was also awarded “Law Firm of the Year” in Energy Law in 2014. In 2018, our London energy team was named “Legal Service Provider of the Year” by Petroleum Economist. This is the second time that the London team received this honor. The firm previously won the award in 2015. Our Dubai team was awarded the “Infrastructure and Energy Projects Team of the Year” at the 2018 Middle East Legal Awards making it the second year in a row Bracewell has received this recognition. We Know Energy®.
Bracewell’s antitrust/competition practice focuses on mergers and acquisitions, joint ventures, counseling and litigation. We have experience with all facets of antitrust review of transactions, including preparing Hart-Scott-Rodino filings, responding to voluntary information requests and civil investigative demands, complying with “Second Requests,” representing clients in depositions and investigational hearings, and, where necessary, negotiating remedies with agency staff to resolve competitive concerns while preserving the benefits of the transaction. Our experience spans industries including oil and gas, electric power, chemicals, waste services, consumer goods, healthcare, technology, financial services, construction materials and agriculture. We represent clients before the Federal Trade Commission, the Antitrust Division of the Department of Justice (DOJ), state attorneys general, and foreign antitrust authorities to ensure that all necessary legal requirements are met in a timely manner.
We assist clients with the antitrust considerations arising out of information exchanges in connection with mergers, acquisitions and joint ventures, including due diligence, premerger integration planning activities, and post-transaction information sharing among joint venture partners. We also counsel clients in their day-to-day operations and work closely with them to develop and implement antitrust training and compliance programs. In addition, our antitrust litigators represent clients in investigations and litigation involving price fixing, bid rigging, group boycotts, monopolization, tying, and claims based on state unfair competition statutes. Our antitrust experts also work closely with the firm’s white collar lawyers, representing companies under criminal investigation by DOJ.
Our corporate and securities group acts as trusted advisors to some of the world’s leading companies, financial institutions and private equity firms, and we also have a track record of partnering with small and mid-cap companies as they grow. With a reputation for excellence, responsiveness and understanding our clients’ businesses, we provide commercial, practical and creative advice to help our clients achieve their business objectives.
We counsel clients on a broad spectrum of legal and business matters, including capital markets transactions, mergers and acquisitions, corporate governance, general corporate matters and securities law compliance. We provide a comprehensive solution that includes all of the practice areas necessary to complete complex corporate and securities transactions, including tax, antitrust, environmental, energy regulatory, intellectual property, labor and employment, employee benefits and executive compensation, real estate and litigation.
With more than 50 years of experience, our benefits team has counseled public and privately held corporations in the design and implementation of various employee benefits programs and employee compensation issues. Our depth of service to clients includes qualified and non-qualified plans, legal compliance, fiduciary responsibility, executive compensation, employment relationships, Qualified Domestic Relations Orders, tax and other withholding issues, fiduciary duties in plan administration, reorganization and termination, bankruptcy and golden parachute agreements. We represent companies and executives in connection with employment, consulting, severance, and retention agreements. Additionally, our attorneys are well-versed in Internal Revenue Service Code Sections 162(m), 280G and 409A and their effects on executive compensation.
We advise plan administrators and trustees with respect to the Employee Retirement Income Securities Act (ERISA) fiduciary determinations and duties, potential conflicts of interest and prohibited transactions. We implement and assist in the administration of all qualified plans, such as 401(k) plans, Employee Stock Ownership Plans (ESOP), cash balance plans, pension plans, and money purchase plans, as well as nonqualified plans, including Supplemental Executive Retirement Plans (SERPs), phantom stock retirement programs and all other forms of deferred compensation retirement plans.
At Bracewell, We Know Energy®; we are not just an energy regulatory practice, but energy lawyers across multiple disciplines who understand the regulatory implications of achieving your commercial objectives. Our energy regulatory team is comprised of energy lawyers immersed in the industry and well versed in our clients’ businesses. For decades, Bracewell’s energy regulatory attorneys and consultants have practiced within and before federal and state courts, the Federal Energy Regulatory Commission (FERC), the U.S. Department of Energy (DOE), as well as state energy regulatory agencies. Our regulatory team includes counsel with more than 25 years of senior-level experience at the U.S. Commodity Futures Trading Commission (CFTC) and FERC.
Our lawyers have a deep understanding of the overarching energy regulatory regime and have been internationally recognized as a market leader by Chambers Global, with our Oil & Gas (Regulatory & Litigation) group receiving a Band 1 (2016-2019)ranking and our Electricity (Regulatory & Litigation) group receiving a Band 3 ranking in 2019. Market commentators recognize that Bracewell is frequently seen on big-ticket transactions, projects and regulatory disputes in both the power and oil and gas spaces.
Additionally, as part of our support to clients and friends of the firm on enforcement matters, Bracewell administers the Energy Compliance Network, an ad hoc industry group that monitors energy compliance and enforcement issues at the FERC, CFTC and state regulatory commissions. To keep our clients abreast of current regulations and potential impacts, Bracewell’s regulatory team also offers analysis and commentary featured on our Energy Legal Blog®.
Often recognized among the best in the country by industry publications and legal ranking groups, Bracewell’s Environmental Strategies Group (ESG) provides advice, strategy and advocacy related to the day’s most significant environmental legal issues. Clients turn to our team for counsel on a full range of environmental matters, including regulatory enforcement and compliance, strategic permitting, infrastructure development, corporate transactions, incident preparedness and response, investigations, litigation, and policy and public advocacy.
Anchored in Texas and Washington, DC, our lawyers offer perspective gained from decades spent at the forefront of issues facing companies in key sectors of the economy, such as oil and gas, refining, power generation and transmission, chemicals, manufacturing, technology, mining, and construction. We have advised clients on issues including air quality, climate change, water quality, waste and remediation, wetlands, and transactional and financial due diligence. We draw on experience serving within Fortune 100 companies; in the White House, the U.S. Congress, and the U.S. Attorney’s Office; and at regulatory agencies such as the U.S. Environmental Protection Agency (EPA) and the Texas Commission on Environmental Quality (TCEQ).
Our cross-disciplinary team of financial restructuring lawyers is known throughout the U.S. and internationally for regularly advising on special situations, distressed investments and acquisitions, lending and financing activities in connection with both Chapter 11 proceedings and out-of-court transactions. We counsel noteholders and bondholders, and have been recognized for our work for private investment funds, financial institutions, commercial lenders, corporate borrowers and debtors, and institutional investors including insurance companies, mutual funds and pension funds.
We work with Bracewell’s vast energy industry team, particularly well-known for representing creditors and borrowers in distressed upstream, midstream and downstream restructuring and insolvency transactions. We also have a globally-recognized practice representing international shipping groups and their bondholder and lender constituencies. Additionally, our financial restructuring lawyers have substantial experience handling fraudulent transfer, fiduciary duty, lender liability, valuation and other complex litigation issues that arise in Chapter 11 cases.
To keep our clients and others abreast of the changes in the market, our restructuring lawyers regularly publish writings and post information and commentary to our award-winning Basis Points Blog, a leading source of information on the latest happenings in restructuring and bankruptcy.
The Policy Resolution Group (PRG) at Bracewell is a unique team of lawyers, lobbyists and strategic communications professionals with decades of experience operating in Washington, D.C. Recognized as the top performing lobbying/law firm in 2015 by Bloomberg Government, PRG is the only group among its competitors to make this list for the previous four consecutive years.
PRG includes a bipartisan team of former senior officials in both the legislative and executive branches, former press secretaries and journalists, as well as nationally recognized lobbyists and strategic communications practitioners. We provide services and solutions for our clients that span legislative and regulatory advocacy, comprehensive strategic communications services including crisis communications and reputation management, coalition development and management, and support for Congressional investigation.
Bracewell’s incident response team prepares clients with proportional and integrated response plans for incidents in the chemical, energy, and wastewater sectors. We help clients identify and manage legal risks that arise from explosions, chemical releases, employee fatalities, and other incidents. Our multi-disciplined, rapid-response team of over 40 lawyers, technical consultants, and strategic communication and government relationship professionals work together to meet our clients’ needs based upon the direct and collateral consequences of incidents. We work with our clients beginning in the earliest stages to define success, provide a budget, and develop a proportional response appropriate to the issues, expectations, and the legal risks involved.
Our team members have completed a formal incident-response training program, which includes earning AIChE safety and chemical engineering certificates in process safety and risk assessment. Our team includes experienced, nationally-recognized environmental, safety, and defense lawyers, who are skilled in developing and presenting highly technical issues and data to government investigators, judges, and juries. We have extensive experience responding to investigations by the U.S. Environmental Protection Agency (EPA), the Chemical Safety Board (CSB), the Occupational Safety and Health Administration (OSHA), the Pipeline and Hazardous Material Safety Administration (PHMSA), the National Transportation Safety Board (NTSB), the Texas Commission on Environmental Quality (TCEQ), the Contra Costa County Health Services Hazardous Materials Programs office (CCHMP), CalOSHA, and state and federal prosecutors.
Team members are located in offices across the United States and able to deploy to a client’s incident location within hours.
According to Chambers USA 2018, Bracewell’s Intellectual Property team attracts an "impressive international client base, as well as acting for leading domestic energy, retail and automotive companies," providing a comprehensive approach to intellectual property counselling, including patent prosecution and enforcement, copyrights, trademarks, outsourcing, licensing, technology transfers and joint venture agreements. Bracewell’s IP team includes patent attorneys with technical degrees in chemical, electrical, mechanical, industrial, and architectural engineering, as well as computer science, physics, chemistry, applied math, biology, and industrial biotechnology. Our team also includes lawyers with advanced degrees in electrical engineering, chemistry, pharmacology, and business. Prior to joining the firm, many of our lawyers built highly successful careers at research institutions, regulatory agencies, and major public and private companies.
This combination of technical, business and legal experience gives our lawyers an in-depth, first-hand understanding of our clients’ needs. We also advise clients with regard to the registration and protection of other intellectual property rights through trademarks, service marks, trade names, trade dress, copyrights, trade secrets, and other proprietary information. We work closely with attorneys throughout the firm to provide intellectual property solutions in connection with company formation, mergers and acquisitions, dispute resolution and litigation, audits, due diligence, and other business concerns.
Employers face a variety of issues, including positive and proactive employee management balanced with compliance with ever expanding and changing federal, state and local legal requirements. Bracewell helps employers create and maintain a competitive and productive workplace. Our lawyers advise clients about legal requirements, develop customized solutions to ensure compliance with applicable laws, assist in crafting policies to minimize disputes with employees, help clients avoid litigation, and aggressively defend employers in litigation.
We recognize that business objectives are the key drivers of responsible labor and employment policies and initiatives. Our lawyers represent public and private employers in numerous industries, including manufacturing, education, energy, financial services, food service health care, staffing, media and technology. We learn our clients’ industries, and frequently take the lead in developing operational solutions. Our full range of services includes drafting agreements, policies and procedures; compliance standards with federal and state statutes and regulations; compliance-related investigations; management training programs; defense of workplace claims against employers; and assisting labor/management relations.
With finance lawyers strategically located throughout the U.S. and internationally, the world’s largest lending institutions, funds, companies and institutional investors across a multitude of industries call on Bracewell’s lawyers to assist with their financing needs. According to Chambers USA 2016, market commentators widely agree that Bracewell stands at the forefront of the finance market.
Lenders, underwriters, issuers and borrowers turn to Bracewell’s finance practice to draw upon its extensive capabilities to assist with their high-level and complex financing deals. Whether it is corporate loans or capital market debt, first or second lien financing, project financing or restructurings and workouts, we draw on our extensive capabilities to help sponsors and lenders in financing all forms.
Bracewell has one of the nation’s premier litigation practices. For more than 70 years, our lawyers have handled almost every type of commercial dispute in venues throughout the country and the world. Every case is important to us. Every issue that matters to our clients matters to us. In building our much-celebrated practice, we have earned the respect of judges, arbitrators, colleagues, and opponents.
Our outstanding courtroom advocacy, creative thinking and grit continuously receives extraordinary recognition. In 2019, we were named Commercial Litigation Firm of the Year at the inaugural Chambers USA Texas Awards. Chambers USA (2019) commended our “deep bench with a reputation for creative approaches to disputes.” Texas Lawyer named our team the Large Law Firm Litigation Department of the Year in 2017. Legal 500 (2016) called us a “litigation powerhouse,” noting our “broad range of high-value disputes.” Law360 (2016) likewise recognized our leading litigation practice, naming us to its inaugural list of Litigation Powerhouses, which identified the top 50 litigation practices in the nation. Law360 (2016) further highlighted Bracewell as being part of an “elite group” of only five firms with fewer than 200 litigation attorneys included on its list of “litigation heavyweights.”
Over the last 30 years, we have designed Bracewell to be an oil and gas projects law firm. We handle a wide variety of large and small clients involved in the oil and gas value chain, including upstream exploration and development companies; oilfield service businesses; pipeline, storage and terminals companies; refining and chemicals companies; commercial banks, trading houses, investors and private equity investors involved in oil and gas; and investment banks, other intermediaries and strategic advisors to oil and gas companies and investors. Bracewell has developed targeted practices, such as regulatory, environment, tax, intellectual property, and strategic communications, to serve the oil and gas industry. Our industry focus enables us to maintain cutting-edge experience and in-depth knowledge of the commercial, legal and regulatory challenges faced by our clients, so that we can provide the most effective legal solutions to facilitate transactions and resolve disputes.
Experience counts in structuring and negotiating outsourcing contracts, and that’s why businesses choose to work with Bracewell. Our lawyers have worked on some of the largest, most complex outsourcing transactions, including ground-breaking deals that set precedent and shaped the industry. Consistently ranked in Chambers Global (2011-2018), Chambers USA (2008-2018), Legal 500 (2010-2018) and other ranking publications as among the best lawyers in the industry, we provide advice on virtually all types of outsourcings. Throughout the past decade, our lawyers acted on outsourcing deals with a combined value of over $25 billion.
We understand that we must not only resolve our clients’ legal needs, but also generate value. Drawing upon our deep understanding of industry practices and market trends, we advise clients in structuring and negotiating innovative and comprehensive contracts based on their business requirements, objectives and constraints. Working collaboratively with in-house counsel and external advisors allows us to leverage our practical experience to better understand the critical business and technical issues inherent in outsourcing transactions and offer creative and practical solutions. We have dealt with every major multinational and Indian outsourcing vendor, and understand their approaches to deal-making and execution. We advise clients across all industries, including energy, financial services, consumer products, retail, manufacturing, and commercial aviation.
One of Bracewell’s key strengths is the depth of our practice in the power sector. We represent utilities, independent power producers, retail electric businesses, commodity trading houses and investors in a wide range of transactions and regulatory and compliance matters relating to conventional and renewable power sources and transmission. In addition to our large core power team, we have a team focused on addressing the environmental, real estate, finance, regulatory and tax issues specific to generation and transmission assets. Our depth of knowledge and comprehensive coverage of the power space across the country (in all of the various ISOs and RTOs) sets Bracewell apart, enabling us to provide our clients with superior legal advice.
As noted in Legal 500, Bracewell “has a broad capability spanning fund formation and regulatory compliance matters,” (2013) and “provides ‘excellent service’ and ‘thoughtful, timely and very thorough advice.’” (2017) We offer a full-service private funds practice, drawing on the experience of numerous lawyers with diverse legal knowledge, including fund formation, compliance and regulatory issues, enforcement, and asset management mergers and acquisitions.
We combine fund formation experience with tax capabilities and a deep bench of regulatory professionals, to offer a full complement of services to sponsors and investors. We assist in the formation of industry-focused funds in sectors such as power, oil and gas, natural resources, renewables, real estate, and technology. We represent a mix of start-up and established funds and fund managers.
Our strategy is simple: to achieve clients’ transaction goals and provide them with the excellent service and legal analysis they have come to expect. Whether it is a power project, mixed-use residential, healthcare or hospitality development, sports facility, mid-stream project or shopping mall, our dirt-to-development real estate team consists of highly experienced lawyers ready for deployment. Our clients, including publicly held corporations, partnerships, real estate investment trusts, educational institutions, museums, governmental entities and foreign investors, call upon us to handle all aspects of their real estate transactions.
Bracewell represents clients in site assembly, financing, construction, leasing, and operation and management of office, industrial, retail, residential, hotel, apartment and other commercial real estate developments. We conduct due diligence reviews of titles, leases, entitlements, and environmental and other contractual and legal obligations that affect cash flow and valuation. We strive to deliver the tailored results our clients expect, on time and on budget.
Our strategic communications team designs and implements comprehensive and targeted communications strategies to reach key policymakers, elected officials and the public. Our Policy Resolution Group (PRG) is one of the only government relations firms in Washington, D.C., that also provides corporate positioning, reputation management, crisis communications, financial communications services, litigation communications support and social media advocacy strategy development. Our team uses both traditional and digital media services, and utilize a variety of platforms, including social media, to enhance and amplify our clients’ messages.
Bracewell’s tax attorneys serve as counsel on public and private company mergers, acquisitions and dispositions, private equity investments, joint ventures, capital markets transactions and bankruptcies. We advise clients on federal, state and international tax issues related to structuring and documenting business transactions. In cooperation with our transactional counterparts, we provide comprehensive legal advice, with an eye toward optimizing business transactions and maximizing our clients’ after-tax returns. We are familiar with the tax considerations relevant to c-corporations, s-corporations, partnerships, MLPs, REITs, trusts, and sovereign entities.
Chambers USA 2019 commented that Bracewell has a "solid practice noted for its expertise in tax matters in the energy space” as we regularly handle tax issues arising in transactions in all aspects of the energy sector, including upstream and midstream oil and gas, oil field services, power generation and transmission, and renewables. Chambers also noted that we “possess additional strength in assisting municipalities and tax-exempt entities, and [have] a wealth of experience in handling tax concerns affecting MLPs.”
Recent Notable Matters
Ophir Energy Plc — sale of its interest in Block 5 in the Salina Basin offshore Mexico, which includes the Cholula discovery, to Murphy Oil Corporation, Petronas and Wintershall-DEA
Altus Midstream Company and Altus Midstream LP — $625 million of preferred equity in a private placement and amend its revolving credit facility to $650 million
Global Infrastructure Partners — preferred equity investment of up to $200 million in Dos Rios Crude Intermediate LLC, a subsidiary of Noble Midstream Partners LP formed to hold Noble Midstream's 30 percent equity interest in the EPIC Crude Pipeline, which is being designed with an initial capacity of 590 MBbl/d from the Permian Basin and Eagle Ford to the Gulf Coast
Financial advisor to Conflicts Committee of Summit Midstream Partners — agreement to prepay $100 million of a deferred purchase price obligation and fix the remaining obligation due in 2020 at $303.5 million and eliminate Summit Midstream Partners, LP economic general partner interest and incentive distribution rights in exchange for 8.75 million Summit Midstream Partners, LP common units
Financial advisor to the board of directors of SunCoke Energy, Inc. — acquisition by SunCoke Energy, Inc. of all outstanding common units of SunCoke Energy Partners, L.P. not already owned by SunCoke Energy, Inc. in a stock-for-unit merger transaction
Three Rivers Natural Resource Holdings IV LLC — equity commitment of up to $500 million from funds managed by energy private equity firm Riverstone Holdings LLC and additional amounts from the company’s management team
Genel Energy plc — acquisition of interests in the Chevron-operated Sarta and Qara Dagh blocks in the Kurdistan region of Iraq
Affiliate of Upper Bay Infrastructure Partners — joint venture with 8minutenergy Renewables, LLC and J.P. Morgan Asset Management to provide over $200 million in equity capital to support the company’s 10.7 gigawatts pipeline of utility solar and storage projects
COG Operating LLC, subsidiary of Concho Resources Inc. — sale of produced water assets in the southern Delaware Basin to WaterBridge Resources LLC
Halcón Resources Corporation — $325 million divestiture of all water infrastructure assets across the Delaware Basin to a subsidiary of WaterBridge Resources LLC
Par Pacific Holdings, Inc. — acquisition of 100 percent of the equity interests in U.S. Oil & Refining Co. and certain affiliated entities for $358 million, including a 42,000 bpd refinery, a marine terminal and associated logistical system in Tacoma, Washington
AP Energy Holdings Inc and South Field Energy LLC — $1.3 billion project financing and equity arrangements for the construction of the South Field Energy project, a 1,182 megawatt combined-cycle natural gas electric generating facility located near Wellsville, Ohio
Argo Infrastructure Partners LLC, an affiliate of AIA Energy North America LLC — acquisition of interests in Hudson Transmission Partners, LLC, owner of a 660 megawatt subsea electric transmission line from Ares EIF and Starwood Energy Group Global, LLC
Kinder Morgan, Inc. — construction, operation and ownership arrangements for the Permian Highway Pipeline, a joint venture among affiliates of Kinder Morgan, Inc. and EagleClaw Midstream Ventures, LLC, a portfolio company of Blackstone Energy Partners of a 430 mile, 2.0 billion cubic feet per day natural gas pipeline from Waha in the Texas Permian Basin to Katy, Texas
Entergy Mississippi, LLC — $314 million acquisition of the Choctaw Energy Facility, an 810 MW natural gas-fired electric generation plant, from an affiliate of GenOn Energy, Inc.
Apache Corporation — creation of $3.5 billion midstream company with Kayne Anderson Acquisition Corp., forming the only publicly traded, pure-play Permian Basin midstream company that is a C-corporation
Harvest Midstream Company — $1.125 billion acquisition from Williams Partners L.P. of certain assets in the Four Corners area, including over 3,700 miles of pipeline, two gas processing plants and a CO2 treating facility
Phillips 66 — option agreement pursuant to which DCP Midstream LP acquired an option to purchase up to a 30 percent ownership interest in Phillip 66’s new fractionators under construction at its expanded Sweeny Hub
Apache Corporation — strategic partnership with EPIC Midstream Holdings, LP and Noble Energy Inc. to develop the EPIC Crude Oil Pipeline, including transportation service agreements, tariffs and related regulatory matters
Apache Corporation — formation of SCM Alpine, LLC, which will own and operate a greenfield NGL y-grade pipeline, including transportation service agreements, tariffs and related regulatory matters
SemGroup Europe Holding L.L.C. — sale of SemLogistics Milford Haven Limited, a petroleum terminal and storage business located in South Wales, to Valero Logistics UK Limited, a subsidiary of Valero Energy Corporation
HPS Investment Partners, LLC and Kingfisher Midstream, LLC — merger agreement between Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to combine and form Alta Mesa Resources, Inc.
Rockland Capital, LLC — sale of two 20 megawatt flywheel energy storage projects to affiliates of Convergent Energy and Power, LP and sale of 100 percent of the equity interests in Beacon Power, LLC which operates a flywheel energy storage business and owns certain technology, intellectual property, patents and manufacturing equipment to RGA Investments, LLC
NRG Retail LLC — agreement to acquire 100 percent of the membership interests in XOOM Energy Global Holdings, LLC
Sol Systems — joint venture with Nationwide Mutual Insurance Co. for the formation of the Helios Infrastructure Fund, which will acquire and own over 330 MW of utility and commercial solar assets