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Lending

Lending

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.

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 includes members who, over the last five years have been internationally recognized by The Legal 500 (2013-2017), Euromoney Institutional Investor’s Project Finance & Infrastructure Journal (2014) and InfraDeals (2015) for their recent work on infrastructure projects. Our project finance lawyers 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.

Experience

Recent Notable Matters

Citibank, N.A. — $1 billion secured, reserve based revolving credit facility to a privately held oil and gas exploration and production company, as administrative agent

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

Apex Compressed Air Energy Storage LLC — mezzanine and long-term construction project financing of a compressed air energy storage development project

Apollo Investment Corporation — $175 million distressed secured second lien term loan facility to Miller Energy Resources, Inc., an oil and natural gas exploration and production company, secured by all assets of borrower and its subsidiaries, including oil and gas properties in Alaska and Tennessee, as administrative agent

ArcLight Capital Partners, LLC — purchase of the FERC-regulated Trans-Union Pipeline from Entegra Power Group and related acquisition financing

Foodservice marketing and distribution company — £1.725 billion unsecured, 364-day term loan bridge facility with Deutsche Bank AG Cayman Islands Branch, as administrative agent

Group of 25 lenders — $2.5 billion secured loan and letter of credit facility for Lundin Petroleum, based on oil and gas assets in France, Indonesia, Norway and The Netherlands; the transaction was coordinated by HSBC as documentation bank and BNP Paribas as facility agent and security trustee, along with 15 other lead arrangers

JPMorgan Chase Bank, N.A. — $500 million oil and gas reserve based loan to White Oak Resources VI, L.L.C. in connection with White Oak’s refinancing of its existing credit facility with Frost Bank and simultaneous purchase of certain oil and gas assets from Milagro Producing, LLC, as administrative agent

Leading North American pipeline and midstream company — joint venture, in its participation in a public bid issued by the Mexican Electricity Commission and project finance for the construction and operation of a $2.1 billion underwater natural gas pipeline in Mexico

Leading North American pipeline and midstream company — unsecured $2.5 billion revolving credit facilities and $1 billion revolving credit facilities, with Citibank, NA and JPMorgan Chase Bank, NA as agents, respectively

One of the nation’s leading financial institutions — $600 million amended and restated revolving credit facility and a $900 million dropdown credit facility to Tesoro Logistics LP, a crude oil and refined products company, secured on a pari passu basis by all personal property and material real property of the borrower and the guarantors, as administrative agent

Private equity firm — structuring and documentation of a structured finance vehicle to guarantee certain cash flows for one of the world’s largest industrial companies

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, as borrower

Seplat Petroleum Company Plc — $1.7 billion term and revolving facilities comprising of a reserve-based financing with Nigerian banks and a corporate facility with international banks, each secured against Nigerian oil and gas assets

Wells Fargo Bank, N.A. — $25 million secured, debtor-in-possession credit facility to Penn Virginia Holding Corp., an oil and gas exploration and production company, secured by substantially all assets of the borrower, including its oil and gas properties in Texas and Oklahoma, as administrative agent

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Wind Power Finance & Investment Summit 2015

San Diego
February 10, 2015
February 12, 2015
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