Lending

Asset-Based Lending

We have a wealth of experience representing lenders and borrowers in asset-based lending transactions. We work with lenders and financial institutions in developing debt financing structures that will withstand the pressures of a restructuring or insolvency proceeding.

We represent banks, commercial finance companies, private investment funds and hedge funds in negotiating and structuring asset-based transactions across various industries, including, agriculture, automotive, energy and healthcare.

Mezzanine Lending

Some of the world’s largest financial sponsors and issuers, as well as investors, lenders and placement agents, turn to us for legal guidance in various mezzanine finance scenarios. Our lawyers are skilled in handling IPOs, re-capitalizations, fund structuring, subordination and intercreditor arrangements.

We advise commercial and investment banks, hedge funds and private equity funders engaged in the business of lending to companies unable to obtain traditional financing, including companies undergoing financial restructuring or bankruptcy. We advise on matters related to mezzanine, first or second lien, and subordinated financings and the intercreditor and business issues associated with these types of transactions. Our team includes dedicated capital markets and finance lawyers who masterfully manage complex financing and securities matters throughout the United States and around the world.

Market-Leading Engagements

• Apollo Investment Corporation in a $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
• Highbridge Principal Strategies, LLC in a $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
• Highbridge Principal Strategies LLC in a $100 million senior unsecured note purchase agreement to a privately held exploration and production company owning and developing oil and gas assets in the Permian basin, as administrative agent
• Ruby Pipeline, L.L.C. in a $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
• WBH Energy Partners LLC in a $31.5 million revolving second-lien, reserve-based mezzanine financing from an international private equity fund that is secured by upstream oil and gas assets located in the Barnett Combo play in Texas

Project Finance

With one of the largest dedicated energy practices in the world, we have deep experience in project development and project finance. We help energy companies, private equity sponsors and lenders develop, restructure, purchase and sell energy assets and projects. We work with clients on sophisticated financing arrangements and acquisitions, which has earned us the reputation as a market-leading project finance firm in Chambers and Legal 500.

Our team works across our global network of offices located in energy and financial hubs throughout the world to provide seamless and integrated advice on every phase of a project, from initial planning through completion. Recent market-leading engagements include Fotowatio Renewable Ventures in the development of a utility-scale battery storage project to be constructed and operated by Tesla in the UK, as well as in the development of the first utility-scale power plant in Armenia; Marubeni Corporation and Aljomaih Energy & Water Company in the financial closing of the Rabigh 300 MW solar photovoltaic IPP in Saudi Arabia (2021 Middle East & Africa ESG Platform Deal of the Year, PFI Awards); Marubeni and Total Solar in the development and implementation of the Al Kharsaah solar photovoltaic independent power project (2021 Finance Team of the Year Finalist, Legal Business Awards); and Competitive Power Ventures in the equity investment by Osaka Gas USA, Axium Infrastructure and Harrison Street in CPV’s Three River Energy Project in Illinois (2020 US Power Deal of the Year, PFI Awards).

Market-Leading Engagements

• Alcazar Energy Partners on the project financing for wind and solar projects with an aggregate capacity of 100 MW being procured under Egypt’s feed-in-tariff program
• Alcazar Energy Partners on the development and financing of the Al Rajef and Al Shobak wind projects as part of Round 1 and Round 2 of Jordan’s renewable program
• AP Energy Holdings Inc and South Field Energy LLC in the $1.3 billion project financing and equity arrangements for the construction of the South Field Energy project
• Apex Compressed Air Energy Storage LLC in the mezzanine and long-term construction project financing of a compressed air energy storage development project
• ArcLight Capital Partners, LLC in the purchase and related acquisition financing of the FERC-regulated Trans-Union Pipeline from Entegra Power Group
• Competitive Power Ventures in the equity investment by Osaka Gas USA, Axium Infrastructure and Harrison Street in CPV’s gas-fired Three Rivers Energy Center project in Illinois — 2020 US Power Deal of the Year, PFI Awards
• El Paso Corporation and Ruby Pipeline LLC in the $1.58 billion construction and term financing of the 675-mile Ruby Pipeline in the northwest United States — Oil and Gas Deal of the Year in the Americas, Project Finance International and North American Oil and Gas Deal of the Year, Project Finance
• Fotowatio Renewable Ventures in the development of the 99MW/198MWh Clay Tye Project – upon completion, this will be the largest battery energy storage of its kind in the UK
• Fotowatio Renewable Ventures in the development of a 34 MW/68 MwH utility-scale battery storage project, to be constructed and operated by Tesla in the UK
• Fotowatio Renewable Ventures in the development of the 55 MW Met Masrik power plant — the first utility-scale power plant in Armenia
• First Reserve Corporation in the long-term hedge arrangement to enable the acquisition and financing of the 298 MW Kingfisher Wind Project located in Oklahoma — 2015 Commodities Deal of the Year, Commodity Business Awards; 2015 Financial Deal of the Year, Platt’s Global Energy Awards; and 2016 Deal of the Year, Energy Risk Awards
• Freeport Power Limited in the $196 million first-lien financing by its owners GDF Suez Energy North America and Toyota Tsusho Corporation, of an approximately 440 MW rated gas-fired combined cycle power plant located on-site at Dow Chemical’s Oyster Creek chemical complex in Freeport, Texas
• Harmony HB Limited in the first-of-a-kind financing for the Holes Bay Battery Energy Storage Project in Dorset, UK
• HPS Investment Partners, LLC in the 210 million secured note facility to HMS Kingfisher HoldCo, LLC and ARM Midstream, LLC, as well as an equity investment in the related operating company, to fund the development and construction of a crude oil pipeline and gas gathering and processing facilities
• La Paloma Generating Company, LLC in the $412 million first-lien and second-lien term and working capital project finance facilities regarding its 1,022 MW combined-cycle electric generation facility
• Macquarie Bank Limited in the project financing of a diverse portfolio of roof-top solar installations for Just Energy Group Inc.'s subsidiary, Hudson Solar
• Macquarie Bank Limited in the project financing of Juniper GTL, LLC's gas-to-liquids plan in Westlake, Louisiana
• Marubeni Corporation and Aljomaih Energy & Water Company in the financial closing of the Rabigh 300 MW solar photovoltaic IPP in Saudi Arabia — Middle East & Africa ESG Platform Deal of the Year, 2021 PFI Awards; Project Finance Deal of the Year Finalist, 2021 IFLR Middle East Awards
• Marubeni and Total Solar in the development and implementation of the 800.15 MW Al Kharsaah solar photovoltaic independent power project, the first utility-scale renewables IPP in Qatar — Finance Team of the Year Finalist, 2021 Legal Business Awards
• New Age Etinde in the development and proposed financing of the Etinde gas export project in Cameroon
• Plum Point Energy Associates LLC in the restructuring of the $819 million secured construction and term financing for its 665 MW coal-fired power generation facility located in Osceola, Arkansas
• Premier Oil Sea Lion Development and its joint venture partners in connection with the proposed project financing of the Sea Lion offshore oil field development in the North Falkland basin
• Rockland Capital, LLC in the acquisition of $263 million term and project financing of the Michigan Power electric generation project, including development of an innovative secured gas hedging and credit support structure for fuel supply for the project
• Rockland Capital, LLC, Lakeswind Power Partners, Sabine Cogen and Eagle Point Power in multi-project project financing of a wind power project and two gas-fired generation projects
• Sumitomo Mitsui Banking Corporation, as lead arranger and agent, in the project financing of the acquisition of a 121 MW dual fueled combined cycle power plant located in Florida with a short term remaining on its existing tolling arrangement
• Utico in the financing and development of the 122 MIGD Hassyan independent water project in Dubai
• Yuhuang Chemical, Inc. in the project development and financing of a $1.85 billion greenfield methanol project in Louisiana

Reserve-Based Lending

“Bracewell’s competence with RBLs and syndicated loans is second to none,” according to Legal 500 UK (2021). We have extensive experience on the full range of reserve-based financing products, from single field project financings to multi-field based facilities. Our lawyers have been involved with — and in many cases have been instrumental in — the development of more unconventional debt products for the upstream sector. Our recent engagements include Neptune Energy in the $2 billion borrowing based facility to acquire Engie’s 70 percent interest in Engie E&P International; Delek Drilling in the $1.75 billion financing for the development of the Leviathan gas field offshore Israel; and ING and a syndicate of lenders in a $900 million senior secured reserve-based financing for ONE-Dyas.

Market-Leading Engagements

• Bank of Nova Scotia in a $175 million reserve-based lending facility provided by The Bank of Nova Scotia, HSBC Bank USA, National Association and Société Générale to Amerisur Resources plc, as arranger
• Caracal Energy Inc. in the $250 million reserve-based secured facility for the development of its Chad assets – the first reserve-based lending in Chad
• Cheiron Petroleum Group in the first upstream debt transaction for an independent oil and gas company in Mexico
• Citibank, N.A. in a senior secured reserve-based revolving credit facility to Lonestar Resources America Inc., an oil gas exploration and production company, as administrative agent
• Delek Drilling L.P. in the $1.75 billion financing for the development of the Leviathan gas filed offshore Israel
• DNB Bank, ING Bank N.V. and Natixis in a $600 million borrowing base facility made available to Siccar Point Energy to fund the acquisition of OMV’s North Sea oil and gas business
• Deutsche Bank and IFC in the $160 million facility for Kuwait Energy International Limited’s assets in Egypt and the Ukraine
• Gran Tierra Energy International Holdings Ltd. in the amendment to the secured credit facility to add a term loan in connection with an acquisition of oil and gas entities and assets in Colombia and entities organized in Colombia, Panama, Spain and the United Kingdom
• HPS Investment Partners, LLC, as lead investor in a $150 million secured, super-priority incremental facility to Vine Oil & Gas LP, an oil and gas exploration and production company, secured by substantially all assets of the borrower, including its oil and gas properties in Louisiana
• ING Bank N.V. and a syndicate of lenders in a $900 million senior secured reserve-based financing for ONE-Dyas
• ING Bank N.V., Natixis, Deutsche Bank and a syndicate of lenders in the $280 million borrowing base facility for Energean for the acquisition of Edison’s interest in petroleum assets in the UK, Egypt, Greece and Croatia
• JPMorgan Chase Bank, NA in an amendment to increase an existing $250 million senior secured reserve-based revolving credit facility to a $1.5 billion senior secured reserve-based revolving credit facility for a privately held exploration and production company, as borrower, to finance the acquisition, development and maintenance of oil and gas properties located in Texas and Oklahoma secured by substantially all assets of the borrower and its subsidiaries, including its oil and gas properties located in Texas and Oklahoma, as administrative agent
• JPMorgan Chase Bank, N.A. in a secured reserve-based revolving credit facility to an Encap-backed oil and gas exploration and production company with oil and gas properties in Oklahoma, as administrative agent
• Mauritus Commercial Bank in the $75 million receivables purchase financing relating to a $200 million prepayment facility between the borrower as supplier and a buyer supporting a contract pertaining to the sale and purchase of commodities in India
• NEO Energy in the $500 million senior financing and junior financing for NEO Energy to acquire Total UK’s North Sea assets
• Neptune Energy in a $2 billion borrowing base facility to acquire Engie’s 70 percent interest in Engie E&P International SA
• SierraCol Energy in the $235 million reserve-based facility for the acquisition by SierraCol, which is backed by The Carlyle Group, of Oxy’s petroleum assets in Colombia
• Société Générale in a $235 million senior secured credit facility to a private offshore development, exploration and production company with oil and gas properties off the coasts of Louisiana, Mississippi and Alabama, as administrative agent
• Société Générale in the £170 million reserve-based financing for Zennor Petroleum to develop the Finlaggan gas condensate field in the North Sea
• Société Générale, Crédit Agricole and Commonwealth Bank of Australia in the $650 million borrowing base facility to Cobalt Energy
• Sumitomo Mitsui Banking Corporation as sole underwriter on the Warburg Pincus-backed acquisition by Trident Energy of Hess’ oil fields in Equatorial Guinea

Structured Finance

We have extensive experience advising clients on legal issues related to structured financing, including hedging arrangement, credit sleeves, partnership financing and preferred stock issuances. We help clients negotiate the purchase and hedging of both financial and physical assets, ranging from receivables and other revenue streams, inventory financing and storage, to energy production payments and synthetic leases. We have built a reputation as a market-leader in this space based on our work on behalf of such clients as Citigroup Energy, J.P. Morgan Commodities Canada and Merrill Lynch Commodities, among others.

Market-Leading Engagements

• Citigroup Energy, Inc. as hedge provider to numerous energy, manufacturing, and other companies, in connection with hedges secured by shared liens on assets and related intercreditor agreements
• Delek Logistics Partner LP on the administration of and regulatory compliance with various inventory supply and offtake agreements with J. Aron & Company
• First Reserve Corporation in a long-term hedge arrangement to enable the acquisition and financing of the 298 MW Kingfisher Wind Project located in Oklahoma – 2015 Commodities Deal of the Year, Commodity Business Awards; 2015 Financial Deal of the Year, Platt’s Global Energy Awards; 2016 Deal of the Year, Energy Risk Awards
• J.P. Morgan Commodities Canada Corporation in a transaction with St. Paul Park Refining Co. LLC to supply crude oil and enter into certain profit sharing and related arrangements of the refinery acquisition, financing and operations
• Macquarie Bank Limited in a $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
• Macquarie Bank Limited in a $130 million uncommitted senior secured revolving letter of credit/advance facility in favor of supplier and trader of physical commodities
• Macquarie Bank Limited on a $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
• Macquarie Bank Limited on a $160 million revolving credit facility, secured hedge facility, and secured repurchase facility provided to a sponsor-backed agricultural commodities company, as administrative agent with Hedge Provider, and Secured Product PSA Counterparty
• Macquarie Bank Limited in a $210 million senior secured ABL revolving credit facility to United Energy Trading, LLC, United Energy Trading Canada, ULC, and UET CanaRail, ULC, as US and Canadian commodity trading and transportation companies operating the Bakken, secured by substantially all assets of the borrower, administrative agent
• Merrill Lynch Commodities Inc. on committed crude oil supply and inventory financing agreements and related storage tank arrangements with Delta Airlines and BP plc with respect to the Monroe Pennsylvania refinery
• Société Générale in the 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
• Société Générale in the approximately $1.5 billion secured revolving credit, swing line, letter of credit and daylight overdraft facility to an energy and commodities trading company, secured by a subset of all personal property asses of Mercuria Energy Trading, Inc., Mercuria Commodities Canada Corporation, Mercuria Energy America, Inc. and Mercuria Energy Gas Trading LLC
• Société Générale in a $55 million secured uncommitted revolving credit and letter of credit facility to an energy and commodities trading company, secured by all personal property asses of the borrower, as administrative agent
• Topaz Power Group, LLC, and other portfolio companies of Riverstone Holdings LLC on physical and financial hedging, energy management and fuel supply arrangements for their respective natural gas and coal generation facilities located in ERCOT and PJM, with an aggregate generation capacity in excess of 5,000 MW

Syndicated Lending

We consistently place in the top tier of firms in the US syndicated loan markets. In 2020, Refinitiv ranked us #26 among law firms for total issues of syndicated loans both by volume and number of deals. Our practice is top ranked in Chambers, IFLR1000 and Legal 500, and we are the only firm to be ranked Band 1 for banking and finance in Texas for 14 years in a row in Chambers USA.

We advise corporate borrowers and issuers on billions of dollars in syndicated loans each year. Our longstanding financial services clients include Citibank, Crédit Agricole, JP Morgan Chase, Macquarie, MUFG and Wells Fargo.

We represent US and international lending institutions, money centers, regional US banks and foreign banks that regularly act as the lead arrangers in these types of financing. With lawyers located in global financial centers, we are adept in advising on syndicated financing structures virtually anywhere in the world.

Market-Leading Engagements

• Apache Corporation in a $4 billion senior revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent
• Citibank, N.A. in a $1.75 million unsecured, revolving credit facility to Enable Midstream Partners, LP, a midstream oil and gas company, as joint lead arranger and administrative agent 
• Citibank, N.A. in the 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
• Cloud Peak Energy Resources LLC in a $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
• Cloud Peak Energy Resources LLC in a $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
• Coöperatieve Rabobank U.A., New York Branch in a $120 million senior secured revolving credit and letter of credit facility to Spark Energy, Inc.
• Crédit Agricole Corporate and Investment Bank in a $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
• JPMorgan Chase Bank, N.A. in a $1 million credit facility to Caerus Operating LLC, as borrower, secured by substantially all assets of the borrower, as administrative agent
• Macquarie Bank Limited in the $45 million revolving credit facility for Agspring, LLC, as administrative agent and lender in an amendment and increase of commitments
• MUFG Union Bank in a $1.5 million unsecured revolving credit facility to Continental Resources, Inc., as administrative agent
• Phillips 66 in a $900 million credit facility, consisting of a 364-day term loan in an amount of $450 million and a three-year term loan in an amount of $450 million with Toronto Dominion (Texas) LLC, as administrative agent
• Targa Resources Partners LP in a $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
• Wells Fargo Bank, N.A. in 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
• Wells Fargo Bank, N.A. in 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
• Wells Fargo Bank, N.A. in the second amendment to $425 million secured revolving credit facility to Oil States International, Inc., an oilfield services company, secured by substantially all assets of the borrower, as administrative agent
• Wells Fargo Bank, N.A. and Wells Fargo Bank, N.A., Canadian Branch in the $75 million credit facility to Pioneer Investment, Inc., as US borrower, and NCS Multistage Inc., as Canadian borrower, secured by substantially all assets of the borrowers, as US administrative agent and Canadian administrative agent
• ZB, N.A. DBA Amegy Bank in a $125 million secured revolving credit facility to a sand producer and supplier, secured by all assets of the borrower and its subsidiaries, as administrative agent