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Finance

Finance

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.

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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.

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Antitrust / Competition
practice

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.

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Corporate & Securities
practice

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.

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Employee Benefits / ERISA
practice

Bracewell has one of the preeminent financial institutions practices in the country. The firm is consistently ranked at or near the top of SNL Financial’s (2012-2017) rankings for both number and value of transactions in the Southwest Region, and was ranked number two in the past five year period. Over the past ten years, our team has been a part of more Initial Public Offerings for Texas bank holding companies, than any other law firm according to SNL Financial; and since 2013, we have had a role in half of IPOs that have taken place in the Southwest region of the United States.

Our financial institutions practice has been dedicated to the needs of our clients for over 70 years. In addition to our renown, results-driven capital markets, mergers and acquisitions and regulatory capabilities, we bring our client’s benefit support in areas such as tax, labor and employment, employee benefits, environmental matters, real estate and finance, restructuring (363) with seasoned practitioners who have advised extensively on numerous financial institution transactions.

Bracewell handles regulatory and governance matters, structures and negotiates mergers and acquisitions, and represents clients in shareholder and other litigation, as well as government enforcement matters. Bracewell also works with financial institutions on private and public debt and equity offerings, as well as public company reporting for our public clients. 

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Financial Institutions
practice

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.

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Financial Restructuring
practice

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.

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Intellectual Property
practice

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.

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Lending
practice

Bracewell has one of the nation’s leading litigation practices. For over 70 years, our lawyers have been handling almost every type of commercial dispute, earning the respect of both judges and our adversaries. We have built our reputation on winning our clients’ toughest and most significant litigation, and excel as well at handling their routine disputes.

Our outstanding courtroom advocacy, creative thinking and grit continue to receive extraordinary recognition. Chambers USA (2018) characterized us as a “fast-growing litigation bench with a reputation for creative approaches to disputes both before and in trial for a range of major corporate clients.”  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.”

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Litigation
practice

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.

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Oil & Gas
practice

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.

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Power
practice

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.

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Private Funds
practice

At Bracewell, our nationally-recognized public finance practice is far more than documents and a successful closing. We provide our clients with continuing up-to-date information on trends and challenges, as well as an in-depth understanding of state and federal law issues and insight into managing municipal regulatory challenges. We work with all types of public and private entities and understand the complexities inherent in providing bond, disclosure and tax counsel to issuers, underwriters, trustees, third-party credit providers and borrowers. We assist clients with traditional and highly structured project finance conduit transactions involving housing, industrial development, hospitals and other health care facilities, higher education, private and primary secondary schools, cultural arts organizations, not-for-profit organizations, waste disposal facilities, airports and state agencies.

Our diversity and depth give our clients the benefit of innovations and best practices on every transaction. Our team structures finance options for our clients, such as a traditional fixed rate new money transaction or a complex project finance solid waste transaction. Because the ability to finance projects with the proceeds of tax-exempt or tax-advantaged debt is a significant benefit for issuers, we help configure tax-advantaged debt, address post-issuance compliance matters and Internal Revenue Service (IRS) examinations, secure advance rulings from the IRS, and seek regulatory and legislative rule changes. Given the recent upheavals in the capital markets, federal securities laws are a major consideration, and our lawyers have experience working at and with the Securities and Exchange Commission (SEC). Our team possesses firsthand knowledge of developments across the country in public and project finance, and our clients benefit from our experience.

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Public Finance
practice

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.

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Real Estate
practice

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 2018 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.

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Tax
practice

Experience

Recent Notable Matters

Presbyterian Village Northbond counsel in connection with the issuance of $91.860 million Series 2018 bonds

Wells Fargo Bank, National Association — $950 million revolving credit facility for publicly traded offshore drilling company Diamond Offshore Drilling Inc. and its subsidiaries, along with an amendment and restructuring of Diamond’s existing credit facility, as administrative agent

Crédit Agricole Corporate & Investment Bank — $4.65 billion financing of McDermott International, Inc.’s all-stock combination with Chicago Bridge & Iron Company N.V., consisting of a $2.26 billion senior secured term loan facility, a $1.0 billion senior secured revolving credit facility and a $1.39 billion senior secured letter of credit facility, as lead arranger

One of the leading global financial institutions — $300 million multicurrency revolving credit facility to Core Laboratories N.V., a publicly traded Dutch oilfield services company, and its wholly owned U.S. subsidiary Core Laboratories (U.S.) Interests Holdings, Inc., guaranteed by certain of the parent borrower’s Dutch, Curacao, British, Irish, Luxembourg, Canadian, Gibraltar, and U.S. subsidiaries, as administrative agent.

Apache Corporation — $4 billion senior revolving credit facility involving the combination of US dollars and British pounds to support Apache’s North American and North Sea operations, as borrower

Enterprise Products Operating LLC – two separate revolving credit facilities with a combined value of $5.5 billion, as borrower

Citibank, N.A. — amendment and extension of $2 billion unsecured revolving credit facility, to publicly traded offshore drilling company, Ensco plc, in connection with the acquisition of Atwood Oceanics, Inc. and for general corporate purposes, as administrative agent

The Carlyle Group and CVC Capital Partners Fund VI — debt financing aspects of Neptune Energy Group’s acquisition of a majority stake in ENGIE E&P International S.A. for $3.9 billion

Alcazar Energy Partners project financing for wind and solar projects with an aggregate capacity of 100 megawatts being procured pursuant to the Egypt Feed-in-Tariff (FiT) programme

MUFG Union Bank $1.5 billion unsecured revolving credit facility to Continental Resources, Inc., as administrative agent

Targa Resources Partners LP $2.2 billion revolving credit facility by and among Targa Resources Partners LP, as borrower, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender, and an L/C Issuer

Allegiance Bancshares, Inc. acquisition of Post Oak Bancshares, Inc. Allegiance will issue 0.7017 shares of Allegiance common stock for each outstanding share of, and option to purchase a share of, Post Oak capital stock, subject to certain conditions and potential adjustments

Conflicts Committee of the Board of Directors of the General Partner of Tallgrass Energy Partners, LP merger agreement between Tallgrass Energy GP, LP (TEGP) and TEP, in which TEGP will acquire all TEP common units held by the public

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

City of Arlington, Texas counsel in connection with the development of a new retractable-roof stadium for the Texas Rangers

Texas Medical Center development of a 28-acre biomedical innovation and commercialization campus known as TMC3. The facility will be a cooperative development between the medical center and four public medical institutions, including a world-renowned cancer center and a major public university’s health center. Texas Medical Center will also be entering into a participation agreement with a private party for the development, lease and operation of a hotel and conference room facility to serve the Texas Medical Center and the TMC3 project.

Texas Department of Transportation — bond counsel to issuer in connection with $775.240 million Grand Parkway System Subordinate Tier Toll Revenue Bonds, Series 2018A (TELA Supported) and $100 million Grand Parkway System Subordinate Tier Toll Revenue Put Bonds, Series 2018B (TELA Supported)

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