Bracewell’s finance group is well known for advising borrowers and lenders located throughout North America and globally on billions of dollars of financial transactions every year, with a particular emphasis on deals in the energy space. Our firm has a large number of practitioners in energy finance with an in-depth knowledge across the entire energy finance spectrum, including upstream, midstream, downstream, exploration and production, refining, oil field services, power, renewables, chemicals and other adjacent industries. We also represent many of the world’s largest lending institutions, funds and institutional investors in high-level and complex financing deals.
Our asset-based lending team includes more than 35 attorneys and regularly represents lenders and borrowers in asset-based lending transactions. This team has a wealth of experience navigating a broad range of lenders through all conceivable market conditions—including a credit market that requires stricter-than-ever adherence to underlying asset values.
We have represented lenders and financial institutions in a tremendous number of debt financing transactions, developing along the way the know-how to structure asset-based lending transactions in the U.S. and internationally that will even withstand the pressures of a restructuring or an insolvency proceeding.
The firm’s asset-based lending attorneys are skilled in:
- Documenting the typical asset-based working capital facility for lenders and borrowers.
- Documenting transactions with challenging collateral categories, including the specialized issues associated with intellectual property collateral.
- Identifying, analyzing, and resolving bankruptcy, tax, and environmental law issues.
- Navigating the intricacies of revised Article 9 of the Uniform Commercial Code and can guide clients through its new issues and procedures.
- “Second lien” and “last out/B loan” structures (as well as the often complex intercreditor arrangements that arise in these transactions).
- Negotiating, documenting, and analyzing debtor-in-possession financings.
- Navigating the waters of the chapter 11 process for the DIP financing lender in connection with a chapter 11 debtor's reorganization process.
The firm represents banks, commercial finance companies, private investment funds, and hedge funds in negotiating and structuring asset-based transactions. The industries served by such transactions include almost every industry one could name, from energy to agriculture, from healthcare to automotive.
In loan and equity investments, Bracewell’s finance lawyers have an eye toward the dual goals of lender protection and maximum upside flexibility, especially for borrowers whose credit risks justify higher returns. We advise clients in matters related to mezzanine, first or second lien, and subordinated financings and the intercreditor and business issues associated with these types of transactions. Our clients include domestic and international hedge and private equity funds, commercial banks and investment banks engaged in the business of lending to companies unable to obtain traditional financing, including companies undergoing financial restructuring or bankruptcy.
Bracewell’s project finance group is highly regarded for its work on infrastructure projects. We help energy companies, private equity sponsors and their lenders successfully develop, restructure, purchase and sell energy assets and projects. We have structured a wide range of sophisticated financing arrangements and acquisitions. From initial planning to completion, we serve as a single resource for every aspect of project finance activity: preparing bids, analyzing risks, establishing joint ventures or other entities to handle the project, and preparing every aspect of transaction documentation.
As an energy-industry leader, Bracewell’s finance lawyers represent domestic and international lending institutions as well as public and private oil and gas companies in the full range of reserve-based financings. Regardless of context, we advise our clients throughout the lifecycle of the loan, always with an eye toward meeting their broader goals.
Bracewell’s structured and commodity finance lawyers negotiate and document the purchase and hedging of financial and physical assets, the financing of multi-national commodity trading businesses, and commodity processing, transportation, and storage businesses. Underlying assets range from receivables and other revenue streams, inventory financing and storage, energy production payments and synthetic leases. Our work in this area also encompasses hedging arrangements, credit sleeves, partnership financing and preferred stock issuances. We also advise clients in highly specialized financings, including arrangements in which physical or financial assets are securitized. These transactions often include the use of derivatives and financial and physical commodity trading arrangements.
Bracewell consistently ranks in the top tier of firms representing borrowers and lead arrangers in the U.S. syndicated loan markets. We enjoy a solid reputation in the syndicated loan markets for knowledgeable lawyers with deep experience on both sides of the table. We take a pragmatic and highly skilled approach to structuring, negotiating and documenting deals. With our global finance capabilities, we can help clients arrange syndicated financing structures virtually anywhere in the world. We represent domestic and international lending institutions money center, foreign, and regional banks that regularly act as the lead arrangers in these types of financings. We also advises corporate borrowers each year on billions of dollars in syndicated loans. Our deals include traditional corporate revolving and term loans, complicated structured financings, private equity backed acquisition financings, reserve based loans, investment grade loans, highly leveraged secured loans, project financings, bridge loans, and commercial paper back-stop facilities.
Recent Notable Matters
Macquarie Bank Limited — $80 million revolving credit facility in favor of agricultural commodities trading companies Ceres Global Ag Corp. and Riverland Ag Corp., as borrowers, secured by substantially all personal property of the borrowers and their subsidiaries, as administrative agent
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
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
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
Crédit Agricole Corporate and Investment Bank — $4.65 billion senior secured facility consisting of a $1 billion revolving facility, a $1.39 billion senior secured letter of credit facility, and a $2.26 billion senior secured term facility, each subject to certain increases, in favor of McDermott International, Inc., as parent, and its subsidiaries
Multinational investment bank and financial services company — $1 billion secured, reserve based revolving credit facility to a privately held oil and gas exploration and production company, as administrative agent
MUFG Union Bank — $1.5 billion unsecured revolving credit facility to Continental Resources, Inc., as administrative agent
An oil and gas exploration company — $100 million secured revolving credit facility, with an initial borrowing base of $6.5 million, with Texas Capital Bank, N.A., as administrative agent, to finance the acquisition, drilling and development of oil and gas properties, refinance existing debt and for general corporate purposes
Deutsche Bank and IFC — $160 million facility for Kuwait Energy International Limited’s assets in Egypt and the Ukraine
Wells Fargo Bank, N.A. — $325 million secured revolving credit facility to Comfort Systems USA, Inc., an HVAC installation and service provider, secured by substantially all assets of the borrower, as administrative agent
One of the leading global financial institutions — $650 million credit facility consisting of a $500 million revolving credit facility and a $150 million term loan, to Benchmark Electronics, Inc., a publicly traded global provider of engineering services, integrated technology solutions, and manufacturing services for complex products, as administrative agent
Cloud Peak Energy Resources LLC — $150 million secured revolving credit facility by PNC Bank, National Association, as administrative agent, secured by substantially all assets of the borrower, a coal production company
Wells Fargo Bank, N.A. — $955 million unsecured revolving credit facility to RDC Holdings Luxembourg S.à r.l. supported by guarantees from certain subsidiaries of Rowan Companies plc, a publicly traded offshore drilling company, as administrative agent
Phillips 66 — $900 million credit facility, consisting of a 364-day Term Loan in an amount of $450 million and a 3-year Term Loan in an amount of $450 million with Toronto Dominion (Texas) LLC as administrative agent
A privately held exploration and production company — $750 million senior secured reserve-based revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, to finance the acquisition, development and maintenance of oil and gas properties located in Texas secured by substantially all assets of the borrower and its subsidiaries, including its oil and gas properties located in Texas
Cloud Peak Energy Resources LLC — $70 million accounts receivable securitization facility and letter of credit facility with PNC Bank, National Association, as administrator secured by all assets of the special purpose entity comprised solely of the receivables originated by eight originators and related assets
Macquarie Bank Limited — $130 million uncommitted senior secured revolving Letter of Credit / Advance facility in favor of supplier and trader of physical commodities
Société Générale — extension and increase to the secured uncommitted revolving credit and letter of credit facility to an energy and commodities trading company, resulting in an aggregate facility amount of $100 million, as administrative agent
First Reserve Corporation — long term hedge arrangement to enable the acquisition and ﬁnancing of the 298 MW Kingﬁsher Wind Project located in Oklahoma; named Commodities Deal of the Year at the 2015 Commodity Business Awards, 2015 Financial Deal of the Year at the Platt s Global Energy Awards and 2016 Deal of the Year at the Energy Risk Awards
Ruby Pipeline, L.L.C. — $250 million 364-day term loan credit facility in connection with the refinancing of the borrower’s outstanding 4.50 percent senior unsecured notes maturing April 1, 2017, as borrower
J.P. Morgan Commodities Canada Corporation — Transaction with St. Paul Park Refining Co. LLC (“SPPR”) to supply crude oil and enter into certain profit sharing and related arrangements of the refinery acquisition, financing and operations. Negotiated and drafted the crude oil supply agreement between these parties, as well as various ancillary documents including purchaser-supplied crude oil sales confirmations, crude oil tank leases, and transportation agreements to complete this complex transaction that was part of a larger deal in which SPPR financed its acquisition of the St. Paul Park refinery.
Delek Logistics Partner LP — Advised on the administration of and regulatory compliance with various inventory supply and offtake agreements with J. Aron & Company. The agreements together comprise a working capital financing arrangements whereby J. Aron provided supply for Delek’s refineries and market of the products produced from those refineries.
Macquarie Bank Limited — $35 million term loan agreement for a canola seed processor and marketer of canola seed products, secured by all assets of the company including certain leased and owned real property in the state of Washington and the equity of the borrower
Highbridge Principal Strategies, LLC — $210 million secured note purchase facility to HMS Kingfisher HoldCo, LLC and ARM Midstream, LLC, to fund the development and construction of a crude oil pipeline and gas gathering and processing facilities, as administrative agent and lead investor
Macquarie Bank Limited — $45 million revolving credit facility for Agspring, LLC, as administrative agent and lender in an amendment and increase of commitments