Bracewell: New York

Bracewell NewYork

Chambers Global (2019) Recognized for excellence across 10 practice areas worldwide, including Band 1 ranking for Oil & Gas (Regulatory & Litigation) in the United States and 16 individual rankings, including four Band 1 rankings

Legal 500 US (2019) 30 practice rankings and 110 individual rankings across industry and practice groups

2019 Chambers USA Client Feedback

“They are fantastic. Theyʼre always up to speed and provide a seamless service; everyone is very well informed, including the associates, who are efficient and effective.” “Bracewell as a firm, in my opinion, canʼt be beat. They combine a powerful bench with wonderful client service and attention to detail. I trust that when working with their attorneys, I get sound legal advice quickly from people who are invested in my companyʼs success.” “The team is very competent, capable and engaging. They provide sound and practical advice. I have quite enjoyed my experience with them and Iʼm also learning a great deal from them.” “[A] great group of smart and talented attorneys. Their leadership and commitment to client service is what makes them stand out. They work hard to understand not only the market and the business, but also their clientʼs particular place in the industry.”

“They understand the issues deeply and are able to craft effective strategies and responses.”

Bracewell NewYork

Since its founding in 2005, Bracewellʼs New York office has been integral to our success as a firm. Our New York lawyers —many of whom joined Bracewell from premier New York law firms, the federal bench or the district attorneyʼs office — play leading roles on significant client engagements. They work closely with the approximately 400 lawyers across our global network of 10 offices in developing innovative legal solutions and strategies for Fortune 500 companies, banks and financial institutions, investors and corporate executives.

Recent Notable Matters

Finance • Crédit Agricole , as lead arranger and administrative agent, in connection with a $4.9 billion financing of McDermott International’s all stock combination with Chicago Bridge & Iron • Targa Resources Partners , as borrower, in connection with a $2.2 billion revolving credit facility and a $400 million trade receivables securitization facility • MUFG Union Bank , as administrative agent, in connection with a $1.5 billion unsecured revolving credit facility to Continental Resources • Apache Corporation , as borrower, in a $4 billion senior secured revolving credit facility, with JP Morgan Chase Bank as administrative agent • Société Générale , as administrative agent, in connection with $2 billion of credit facilities to an energy and commodity trading company • DCP Midstream , as borrower, in a $1.4 billion unsecured credit facility with Mizuho Bank, as administrative agent, and a $200 million trade receivables securitization facility in favor of DCP’s special purpose securitization subsidiary DCP Receivables LLC with PNC Bank, National Association, as agent • Lilis Energy , as borrower, in connection with a first lien term loan provided by Riverstone Credit Partners, a $500 million first lien reserve based credit facility provided by Bank of Montreal, and a second lien convertible term loan provided by Värde Partners • Citibank , as administrative agent, in a $500 million senior secured reserve-based revolving credit facility to Lonestar Resources America Inc. Project Finance • South Field Energy LLC in connection with debt financing arrangements for the construction of the $1.3 billion South Field Energy Project • YCI Methanol One , as borrower, in connection with the refinancing of its $800 million construction project finance arrangements to accommodate its definitive investment agreement with Koch Methanol investments • AP Energy Holdings Inc., and South Field Energy LLC in the successful closing of equity arragments for the construction of the $1.3 billion South Field Energy Project • MUFG Union Bank , in the construction financing of the Shoreham Solar Commons electric generating facility developed in Long Island, NY the second largest solar project in New York • AP Energy Holdings Inc., and Cutlass Solar, LLC in connection with the construction, development and financing for an approximately 300 MW solar project in Texas

Recent Notable Matters

Transactions •

Matlin & Partners Acquisition Corporation in its merger and contribution agreement with U.S. Well Services, LLC, creating one of the first publicly traded oilfield service companies with all-electric hydraulic fracturing capabilities • Phillips 66 Partners in connection with Gray Oak Pipeline and South Texas Gateway Terminal joint ventures • Global Infrastructure Partners on its $200 million preferred equity investment in Noble Midstream Partners’ EPIC Pipeline subsidiary • Kinder Morgan in connection with the $2 billion Permian Highway Pipeline Project • Apache Corporation in the creation of a $3.5 billion midstream company with Kayne Anderson Acquisition Corp. • Altus Midstream Company and Altus Midstream LP on its $625 million private placement of preferred equity • Harvest Midstream Company in its $1.125 billion acquisition from Williams Partners L.P. of certain assets in the Four Corners area • Prosperity Bancshares in its $2.1 billion proposed acquisition of LegacyTexas Financial Group — the second largest bank merger in the history of Texas • HPS Investment Partners, LLC and Kingfisher Midstream, LLC in merger agreements among Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to combine and form Alta Mesa Resources, Inc.

Recent Notable Matters

Commercial Litigation • Two Trees Management , a New York real estate company, in a civil RICO action • Eurotech Construction in connection with a compliance risk assessment and implementation of a firm-wide compliance program • Adco Electrical Company in connection with an ethics and compliance investigation • Equinor (f/k/a Statoil) in legal challenges to the leases for Empire Wind, a major wind development project offshore New York’s Long Island • John Brecker , in his capacity as the sole director of Archway Marketing Services, in a civil action alleging a breach of fiduciary responsibilities • Deutsche Bank in its defense against abusive tax shelter litigation • Artvest Partners in a contract dispute related to two annual pre-eminent, high-end art fairs held at the New York Armory • HTC Corporation in a complete victory in a trademark infringement case in the Eastern District of Virginia, including the recovery of $1.5 million in attorneys’ fees • Venoco in its Chapter 11 petitions in the US Bankruptcy Court for the District of Delaware to restructure its debt obligations and capital structure • Battery Park City Authority in an appeal related to In re World Trade Center Lower Manhattan Disaster Site litigation • The Medicines Company in arbitration before the International Chamber of Commerce’s International Court of Arbitration • Credit Suisse in its capacity as a third party to a stockholder derivative suit between Tesla and its stockholders challenging Elon Musk’s $2.6 billion bailout of SolarCity Corp.

Recent Notable Matters

White Collar • Mustafa Abdel-Wadood , a former managing partner at Abraaj Capital, in connection with US fraud and conspiracy charges stemming from the world’s largest private equity insolvency • Special master appointment to manage the privilege review of documents seized from Donald Trump’s lawyer, Michael Cohen • Buffalo developer Louis Ciminelli in a trial related to an alleged bid rigging scheme in connection with the “Buffalo Billion” project • Catholic Archdiocese of New York in an internal review of its procedures and protocols related to its handling of accusations of sexual abuse • New York City Police Commissioner in connection with a full-scale investigation by a three-person panel of the New York City Police Department’s disciplinary procedures and policies • Special master appointment in litigation between U.S. Bank and UBS involving residential mortgage backed securities • Signet Jeweler , the world’s largest retailer of diamond jewelry, in its review of compliance policies and practices relating to discrimination, harassment and retaliation

Bracewell Tax

Bracewellʼs tax attorneys serve as counsel on publicandprivatecompanymergers,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 cooperationwith our transactional counterparts, we provide comprehensive legal advice, with an eye toward optimizing business transactions and maximizing our clientsʼ 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.”

Team Bios

Michele J. Alexander Partner T: +1.212.508.6109 E: michele.alexander@bracewell.com

About Michele Michele is a tax lawyer who employs her training and knowledge to help clients make the best business decisions and navigate many types of complex tax issues. During her years of practice, Michele has provided counsel in a wide range of transactions, from mergers and acquisitions, capital markets and securities offerings, to financing, joint ventures, and restructurings. In recent years, Michele’s practice has evolved to include a strong focus on private equity and hedge funds (and similar investment vehicles), as well as energy transactions, including issues involving renewable energy tax credits and energy storage. She also has experience in, and has written extensively about, real estate investment trusts, and has advised many international clients on inbound U.S. real estate investments.

Team Bios

Steven J. Lorch Partner T: +1.212.508.6176 E: steven.lorch@bracewell.com

About Steven Steven Lorch advises publicly-held businesses and private clients, including private equity sponsors and investors, on the U.S. tax aspects of mergers, acquisitions, divestitures and joint venture transactions, with a particular focus on energy and infrastructure transactions. Steven’s clients have included parties to midstream and upstream oil and gas joint ventures, sponsors and investors in development and financing of infrastructure and power projects, and private equity investors in a broad range of transactions, both within and without the energy and infrastructure sectors. He has also advised developers, joint ventures and investors on tax planning for renewable energy projects. Steven has significant experience in a broad range of complex capital markets and lending transactions, and has represented creditors and distressed borrowers in restructuring transactions and workouts. Steven also advises foreign and domestic clients with respect to various U.S. tax issues inherent in cross- border transactions, including those related to capital structure, income tax treaties, and controlled foreign corporation and passive foreign investment company status. In addition, Steven maintains an active pro bono tax practice with a particular focus on advising nonprofit organizations on matters related to their federal tax-exempt status.

Team Bios

Elizabeth L. McGinley Partner T: +1.212.508.6173 E: elizabeth.mcginley@bracewell.com

About Elizabeth Elizabeth McGinley, chair of Bracewell’s tax department, regularly advises clients on acquisitions, dispositions, restructurings, joint ventures and debt and equity investments in the upstream and midstream oil and gas and conventional and renewable power industries. She represents both public and private energy companies as well as private equity funds. Liz is recognized by Chambers USA among America’s leading lawyers for tax (2012-2019).

“One of the sharpest and most comprehensive tax people weʼve ever worked with; nothing gets by her. From a clientʼs perspective, I donʼt know how you could ask for more.” Chambers USA (2018)

Accolades

Best Lawyers in America® New York Appellate Lawyer of the Year – Paul Shechtman (2020) IJ Global Awards 2018 North America Power Deal of the Year (South Field Energy) Law360 White Collar Practice Group of the Year (2018) Law360 Project Finance MVP of the Year – Robin J. Miles (2017)

New York Law Journal Trailblazer – Barbara S. Jones (2019)

New York Law Journal Lifetime Achievement Award – Paul Shechtman (2017)

Petroleum Economist Legal Services Provider of the Year (2018)

TEXAS | NEW YORK | WASHINGTON, DC | CONNECTICUT | SEATTLE | DUBAI | LONDON bracewell.com

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