Editorial: Banking in Texas

01 May 2007

One of the state’s native heavyweights, the firm grew out of the initial Texas oil boom and now boasts a presence in Austin, Dallas and Houston. While maintaining its sterling reputation in the energy field, V&E has built an equally impressive presence in the area of banking and finance, especially when related to oil and gas: the firm has represented clients such as AIG, Credit Suisse and Goldman Sachs & Co. One example of the firm’s success in energy finance is Larry Barbour, who was said to be “top of the heap” by one respondent. Barbour, as well as working in all aspects of energy finance, has been involved in numerous complex syndicated bank deals along with acquisition and structured finance. His “cool and intelligent” colleague William Young, co-head of the firm’s business and international section, also generated an enthusiastic response, especially for his international structured finance work. Young recently represented an administrative agent in connection with a $325 million US/Canadian, multi-currency, syndicated credit facility provided to an integrated manufacturer of oil-field tubular products. Craig Murray’s corporate and energy-related finance expertise for both lenders and borrowers won him high acclaim for his “businesslike” approach. Ken Anderson, the “excellent” chair of the syndicated finance practice, completes the V&E contingent. His cross-border syndicated finance experience is noted, and he acts for domestic and foreign banks.

Bracewell & Giuliani LLP’s practice wins plaudits for its banking practice’s national and international success. Acting on either side of a deal, the firm’s representation of borrowers, banks and underwriters ensures that it offers, in the words of one contributor, a “wellrounded, client-focused” service. Its presence in New York, Texas, and Kazakhstan and the UK maximises the firm’s capability in the international, energy and banking spheres. Respondents have a “high regard” for Mark Evans, a “first-rate lawyer” with a strong international aspect to his practice. He represents lenders in complex commercial transactions and counts institutions such as Société Générale, BNP Paribas and JP Morgan Chase among his clients. William Hayes possesses another stellar client list, having acted for Citibank and JP Morgan Chase Bank and has a “good eye for detail” in financings. Hayes represented lead arranger Citibank in structuring, negotiating and drafting a $1.5 billion credit facility for a holding company with interests in interstate pipelines, gathering systems and an oil and gas exploration business. Finally, the “great” Dale Smith attracted votes for his experience in debt financings and credit enhancement facilities, among other areas. 

A founding practice of Mayer Brown Rowe & Maw LLP, banking has always been one of the firm’s strengths – banking-related companies make up over half of the firm’s 100 largest clients. Last year, Mayer Brown advised ABN Amro and Deutsche Bank when they provided the acquisition financing for the buying-up of the non-US assets of Enron by three hedge funds for $21 billion. The firm boasts a pair of practitioners from its “wellconnected” team: the “first rate” Michael Niebruegge’s 30 years of experience mean that, according to one respondent, he is “a big player in this area”. He has a “great reputation” for representing lenders and arrangers in negotiating and documenting secured lending and securitisation agreements. One impressed source described Mayer Brown’s second inclusion, Tristan Propst, as “an absolute gem – marvellous”. Propst advises financial institutions and corporate borrowers and his practice has an emphasis on secured lending and energy-related transactions. Baker Botts LLP started out in Houston in the 19th century and opened its Dallas of- fice in 1985. Since its inception the branch has grown to more than 170 lawyers, with a well-respected banking and finance practice. Roderick Goyne is head of the finance section of the firm’s corporate department. He was described as “efficient, honest and a pleasure to deal with”, with real admiration expressed for his syndicated finance work in the energy and other industries, as well as his experience in bank financings, private placement of securities, high-yield debt offerings, structured financings and debt restructurings. He recently represented an oil and gas company, organising a $1 billion borrowing base revolving credit facility and a $500 million bridge loan. 

Andrews Kurth LLP is another Texas stalwart of note, with a banking capability of around 30 lawyers and clients such as JP Morgan Chase, Bank One and Bankers Trust Company. Its Houston homeland is represented here by Thomas Perich and its sister office in Dallas by David Barbour. Perich was warmly praised by his competitors and described as “thoughtful, easy to work with, and with a good private bank and syndicated loans practice”. Recent deals include acting as counsel to JP Morgan Chase as administrative agent on a $1 billion syndicated floor plan and acquisition facility to Group 1 Automotive. His representation of borrowers in debt and equity transactions, and work on bank regulatory issues were particularly praised. David Barbour’s national and international commercial transaction expertise also gained much praise from his peers. Barbour’s “intelligent and personable” approach is highly valued in areas such as asset securitisation. Recent work includes his assistance in the drafting of mortgagebacked securitisation legislation for Russia and Ukraine. 

Haynes & Boone LLP’s client roster contains a host of US and international financial institutions such as Credit Lyonnais, Bank of America and Texas Capital Bank. A 40- lawyer banking group with a reputation for excellent teamwork, the firm’s lawyers have an excellent reputation in mezzanine lending as well as representing domestic and foreign borrowers, vendors and lenders in various transactions. Three lawyers make the cut in this year’s survey and with more than 25 years of experience in banking law, impressed peers have stated that Theresa Einhorn “really knows the area” for structured finance derivatives, loan and other credit workouts and restructuring and corporate trust. Timothy Powers is a member of the board of directors and chairman of the firm’s international practice group and his “much admired” practice certainly reflect this status. His work focuses on international banking and finance, international joint ventures and foreign investment in the United States. Of late, he advised the lead agent and arranger in a $2 billion multi-currency, multi-jurisdiction credit facility for a major data systems company. The other partner appearing in the following pages is former banker, the “great” Joseph Vilardo, whose representation of financial institutions and energy companies in complex financing transactions is “very professional”. One large matter he has been involved with is the representation of the lender in the negotiation and documentation of a $50-million multiple auto dealer floor planning credit facility. 

International powerhouse Weil Gotshal & Manges LLP received widespread praise for its Texas banking practice and especially for the two lawyers representing the firm in this publication. Weil Gotshal’s particular competence in cross-border leasing and lending transactions, acquisition finance, and asset-based and leveraged cash flow financings was noted, as was their client roster which contains The Blackstone Group and Thomas H Lee Partners. The “subtle, intelligent” Angela Fontana was dubbed “great to work with”. Her practice – which focuses on financing transactions and debt restructurings for both lenders and borrowers – was noted, especially her representation of the agents and lead arrangers for Kmart’s exit financing. Managing partner of the Dallas office and member of the firm’s management committee Glenn West joins Fontana in the chapter. He concentrates on private equity and corporate finance for US and international clients and has represented clients such as American Airlines, Greyhound Lines and Blockbuster in public and private acquisitions and corporate finance transactions. Over 30 years, Winstead PC’s “large and very successful” banking and credit transactions practice has built up an excellent reputation for its services across the board representing regional, national and international financial institutions, financial services companies and other lending organisations. The firm fields three partners in this chapter. Interviewees asserted that David Keyes “really knows the law and is a consummate gentleman to work with”. Keyes is a shareholder in the firm’s banking and credit transactions section and his practice focuses on finance and commercial law, representing both financial institutions and companies in matters such as secured and unsecured lending, and securitisation of assets, participation and other financial assets. Recently, he represented a large public software concern in its formation of a global finance company and its domestic and foreign acquisitions and sales of software licence receivables. “Experienced, diligent” former chair of Winstead’s banking and credit transactions practice, Michael Hilliard, has practised in all areas of financial services over his career. Today, his practice concentrates mainly on complex lending transactions, workouts, leveraged leasing and credit products. He represents and counsels a broad range of clients in matters such as Ex- Im Bank guaranteed facilities and complex intercreditor and subordination arrangements. Nelson Block, the final Winstead lawyer to be listed, has been described as “a great problem-solver”. Block advises clients in creating business transaction strategies in the real estate, finance and corporate sectors and he has assisted emerging businesses, Fortune 500 companies, charities, governments and financial institutions. 

Full-service firm Fulbright & Jaworski is one of the largest in the US, with offices in 16 locations worldwide, including three in Texas. The two banking lawyers that appear here both hail from the firm’s Houston office where the firm was founded in 1919 and which now houses more than 300 practitioners. “Sharp and perceptive” Joshua Agrons’s practice focuses on financings, credit facilities, matters related to the Uniform Commercial Code, business acquisitions and dispositions. Frank Garcia, lauded as “one of the deans of the bar”, has practised as a partner at Fulbright since 1983. His work includes corporate debt financings, commercial finance, project finance, general commercial transactions and debt finance, and he is also experienced in the workout of problem financings. 

Thompson & Knight LLP, is a long-established Dallas firm that now has four offices in Texas as well as a formidable worldwide footprint. The firm boasts a “dedicated” team, focusing on energy financing in particular. Dorothy Bjorck, described by peers as a “fine lawyer”, provides a good example of this practice focus. She represents clients in lending and structured finance transactions with emphasis on oil and gas, and asset-based transactions, and also represents clients in volumetric production payment and derivative transactions. She recently acted for an agent bank and arranger in a $1.5 billion syndicated credit facility for an independent oil and gas company with 36 bank lenders. 

Porter & Hedges is a regional firm with an excellent reputation for middle market work and clients include Bank of America, International Bank of Commerce and Whitney National Bank. Nick Sorensen’s 20-year practice has earned him a reputation as an “excellent banking lawyer”, known for his work representing both lenders and borrowers in single and multi-lender credit facilities, mezzanine and subordinated debt facilities and real estate acquisition and development loans. He also represents investors in venture capital and private capitalisation transactions.

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