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About Heather

Heather Brown’s practice focuses on complex financial transactions with emphasis on the energy industry including upstream, midstream, downstream, and services. She represents both lenders and borrowers in large, syndicated and bilateral, secured and unsecured, and traditional and structured financing arrangements, including acquisition and working capital facilities, asset based loans, reserve based loans, dividend recapitalizations, institutional term loans, first and second lien arrangements, bond financing credit enhancement, project financings and contract monetizations.          

Admired by clients for ‘having a good business understanding as to how companies operate.’
Chambers USA, 2018

Experience

Recent Notable Matters

Midstream Energy Company that is a subsidiary of a special purpose acquisition company — $450 million (automatically increasing to $800 million upon the achievement of certain metrics) revolving credit facility in connection with the acquisition of midstream oil and gas assets from a petroleum and natural gas exploration and production company

Administrative Agent — $300 million multi-currency revolving credit facility to a publicly traded Dutch oilfield services company and its wholly-owned U.S. subsidiary, guaranteed by certain of the parent borrower’s Dutch, Curaçao, British, Irish, Luxembourg, Canadian, Gibraltar, and U.S. subsidiaries

Energy company — $5 billion bridge facility and a $4 billion revolving credit facility in connection with its acquisition of its master limited partnerships, establishing the largest midstream and third largest energy company in North America, including a cross­guaranty among entities and other debt to create a single creditor class and eliminate structural subordination

Major integrated energy company — public spin-off of its crude oil and petroleum products refining, marketing and transportation, chemicals, and midstream businesses, including a $4 billion revolving credit facility, a $2.8 billion term loan facility, and a $5 billion bridge loan facility, as well as (i) a $750 million revolving credit facility for the borrower’s subsequent master limited partnership, as borrower and (ii) a $900 million term loan facility that is assignable to such master limited partnership in connection with dropdowns of assets

Administrative agent — $1 billion revolving credit facility and a $600 million revolving credit facility to a logistics master limited partnership, secured on a pari passu basis by terminals, pipelines, and other logistics assets

Administrative agent — $1 billion-plus secured revolving credit facility and term loan B in connection with the acquisition of a public E&P company, as well as financing for the subsequent spin-off of the borrower’s OCS contracting business

E&P company — $250 million first lien reserve based credit facility and a $340 million second lien term loan B

Administrative agent — secured $1.4 billion term loan A, covenant-lite term loan B, and revolving credit facility for the acquisition and construction of offshore support vessels

Administrative agent — $500 million revolving credit facility to a convenience store and retail fuel supply company, secured by convenience stores and related assets, and in a $400 million revolving credit facility to the borrower’s non­traditional master limited partnership, secured by wholesale fuel supply arrangements and related assets and a $180 million Lakehead term loan secured by cash and cash equivalents

E&P company — $90 million first lien exit facility and $40 million of second lien take-back paper upon its exit from Chapter 11 proceedings

Midstream gas and downstream oil company — $2 billion bridge credit facility for the acquisition of oil and gas gathering, transportation, and processing assets primarily serving production from the Bakken formation

Administrative agent — $750 million multi-borrower, multi-currency credit facility and a related $200 million bridge facility to the parent company, a major international oilfield services company

Facility and collateral agent — $440 million secured term and revolving credit facility to multiple subsidiaries of a “blank check” company for the acquisition and construction of offshore drilling rigs

Lubricant base oil production company that is a joint venture between two major energy companies — $150 million revolving credit facility and $200 million term loan with single-asset lender protections

Administrative agent — $500 million revolving credit facility and a $150 million term loan to a publicly traded global provider of engineering services, integrated technology solutions, and manufacturing services for complex products

Administrative agent — phase one $175 million secured term loan facility and a phase two $77.5 million secured initial advance term loan, delayed draw term loan and revolving credit facility for subsequent deployments, each for a bankruptcy-remote entity formed to finance the installation of digital cinema equipment and monetize payment streams from movie studios with respect to digital releases

Commodities trading company — arrangements for the purchase and optional resale, in-pipeline, of greater than 100,000 barrels per day of refined petroleum products, and related credit support and transportation arrangements

Credentials

Education

University of Houston Law Center,
J.D.
1994
magna cum laude
Rice University,
Bachelor of Arts
1991

Bar Admissions

Texas
New York

Affiliations

State Bar of Texas
Houston Bar Association
Texas Bar Foundation
Houston Bar Foundation

News

News

Weil, Bracewell Advise on Kinder Morgan Deal: Business of Law

August 12, 2014
Bloomberg Businessweek - Online

Texas Trio Take Lead on Xmas Energy M&A Deals

December 24, 2013
American Lawyer - Online

Deal of the Week: Kinder Morgan Selling Energy Assets

August 27, 2012
Texas Lawyer - Houston Bureau

Noteworthy

Noteworthy

Chambers USA
Texas Banking & Finance, 2008 - 2018
The Legal 500 United States
Finance - Commercial Lending: Advice to Borrowers, 2016, 2018; Finance - Commercial Lending: Advice to Lenders, 2016, 2018; Bank Lending, 2015; Project Finance, 2012; Structured Finance, 2012
Woodward/White, Inc.
Best Lawyers
Banking and Finance Law, 2018 - 2019
Euromoney Institutional Investor PLC
IFLR1000 Financial & Corporate Guide
2018 - 2019
Thomson Reuters
Texas Super Lawyers
Rising Star, 2006, 2009