- International Practice
- Securities Regulation
- Climate Change
- Financial Institutions
- Labor and Employment
- Strategic Communications
- Corporate and Securities
- Financial Restructuring
- Educational Institutions
- Private Funds
- Intellectual Property
- Public Finance
- White Collar Defense
- Environmental Strategies
- Internal Investigations
- Real Estate and Projects
Aaron P. Roffwarg
Aaron Roffwarg is the head of Bracewell’s firm-wide Real Estate and Infrastructure practice group and represents and counsels clients in transactions that involve real estate and construction projects, including synthetic lease and sale-leaseback transactions, complex midstream oil and gas projects; pipelines and terminals used to transport oil, gas and other petroleum products, and merchant electric generation facilities. Mr. Roffwarg represents private equity investors, developers, financial institutions and utilities in transactions that include acquisitions and divestitures of assets and companies, structured finance, leveraged finance, project development and project finance.
Mr. Roffwarg regularly counsels clients on strategic transactions in a creative, efficient and effective manner. Recent transactions include the development of a major intermodal terminal in close proximity to the Eagle-Ford Shale, the sale and leaseback (Credit-Tenant Leveraged Lease) of an office building Houston, Texas for a major energy company, the construction and synthetic lease financing of a new Class-A global headquarters for a major energy company in Houston, Texas, the unwinding of a leveraged lease and subsequent sale of a terminal facility in Washington, and acquisition of a publicly-traded pipeline company by a Houston-based company.
Mr. Roffwarg has been recognized every year since 2004 by a number of publications (including Chambers, Legal 500 and Texas Monthly) for his broad experience in Energy, Real Estate and Corporate Finance transactions. According to Chambers, Mr. Roffwarg has won praise as a "Project Finance expert" and for his "outstanding level of experience." Additionally, Chambers notes that Aaron "has the ability to convince everyone of the reasonableness of his arguments and recommendations."
Duke Energy Corporation in connection with real estate, co-ownership and generation/transmission separation matters related to the $2.8 billion sale of its Midwest merchant generation business to a subsidiary of Dynegy Inc., which includes ownership interests in 11 power plants with a total capacity of approximately 6,100 MW, as well as Duke’s competitive retail electric and gas business.
Tenaska in connection with the development and purchase agreement with Brownsville Public Utilities Board (BPUB) for construction of a proposed 800 MW natural gas-fueled electric generation station in Brownsville, Texas.
Calpine in connection with its acquisition of the Bosque Power Plant – an 800 MW natural gas combined cycle power generation facility.
Bank of Nova Scotia in connection with real estate and construction issues related to the financing of the Wind Energy Transmission Texas, LLC project to construct and operate high-voltage transmission lines in West Texas.
Reliant Energy, Inc. related to ownership and real estate issues (including the unwinding of 3 synthetic lease transactions) related to 12 power plants securing its $6.2 billion debt restructuring and subsequent sale of certain power plants.
Kinder Morgan Energy Partners, L.P. in connection with real estate matters related to the acquisition of Copano Energy for approximately $5 billion, including the assumption of debt.
Kinder Morgan, Inc. in connection with real estate matters related to the acquisition of El Paso Corporation for approximately $38 billion (including the assumption of debt outstanding at El Paso Corporation and including the debt outstanding at El Paso Pipeline Partners, L.P.).
Kinder Morgan Energy Partners, L.P. in connection with real estate matters related to the sale of Midstream Assets to Tallgrass Energy Partners, LP for $3.3 billion of Kinder Morgan Interstate Gas Transmission, Trailblazer Pipeline Company, the Casper-Douglas natural gas processing and West Frenchie Draw treating facilities in Wyoming, and KMEP's 50 percent interest in the Rockies Express Pipeline.
Chevron in connection with real estate matters related to the unwinding of an existing synthetic lease and subsequent sale of a storage and distribution facility in Ferndale, Washington.
Western Gas Partners LP in connection with real estate matters related to the acquisition of midstream assets from Anadarko Petroleum.
Delek US Holdings in connection with real estate matters related to multiple pipeline acquisitions in Texas and Louisiana.
Representation of infrastructure hedge fund in the acquisition of subsurface natural gas storage facilities in north Texas.
Representation of global infrastructure hedge fund in equity investment in a 464-mile pipeline with a capacity of 2.1 billion cubic feet/day which transports gas for delivery from northern Louisiana to end-users, intrastate pipelines, and interstate pipelines.
Representation of a merchant energy company regarding real estate and finance matters related to the restructure of its principal bank credit facility and relations between first lien and second lien collateral trust structures for securing $1.3 billion of bank debt and additional public notes.
Representation of the developer regarding financing of three merchant power generation facilities located in Oklahoma, Mississippi and Texas.
Representation related to real estate matters related to major energy company's secured revolving and term credit facilities.
Energy and Real Estate Finance
Representation of Devon Energy Corporation in connection with the synthetic lease financing and construction of a new 27 story office building in Oklahoma City, Oklahoma.
Representation of a large international energy company and several of its affiliates in (i) the negotiation of a Credit-Tenant Lease (the "Lease") for an office building and garage building located on two full city blocks in downtown Houston, Texas (the "Properties") and (ii) an approximately $480 million loan secured by the Properties and the Lease. The Lease was the largest credit-tenant lease transaction for the year 2012.
Representation of a national banking institution affiliate in connection with loans and equity instruments related to the recapitalization of a master-planned residential community and golf club in Texas, including $9.8 million loan for purchase of 50 acre tract of land and principal reduction in original indebtedness.
Representation of a major Fortune 500 Energy Company based in Houston, Texas in the negotiations of the construction and financing for its new world headquarters in the Houston Energy Corridor area. The campus will include approximately 1.1 million square-feet of space in multiple buildings, along with a cafeteria, fitness center, coffee shop, and conference center. The complex will be designed to achieve a minimum LEED Silver rating from the U.S. Green Building Council. The crux of the transaction was one of the largest synthetic leases for an office development in the country.
Representation of Bank of America in financing related to $195 million loan, initially consisting of a $90 million revolver loan (increased to $120 million in May 2008) and $105 million term loan secured by, inter alia, 155 properties in Texas and New Mexico.
Representation of Kinder Morgan in the sale of its equity interests in Thunder Creek Gas Services, L.L.C. to PVR Midstream LLC.
Energy and Real Estate Acquisitions and Dispositions
Representation of a subsidiary of Apache Corporation in its recent purchase of 6.4 acres in BLVD Place, a new multi-use development in Houston’s high-end Galleria area, and the related development thereof.
Representation of a subsidiary of the Canyon Johnson Urban Funds, a private equity firm based in California, in the acquisition and financing of the Houston Pavilions, a commercial and retail mixed-use complex spanning three city blocks in downtown Houston, and the neighboring garage property.
Lead counsel for City of Houston in sale of former Summit/Compaq Center to Lakewood Church.
Lead counsel for City of Houston in development and financing of Major League Soccer Stadium in Houston, Texas.
Representation of a major energy company regarding its acquisition of headquarters in Harris County, Texas and assumption of securitized loan using a reverse 1031 structure.
Acquisition, financing, construction, leasing, and sale of three office buildings in Houston, Texas on behalf of DNA Development, Ltd.
Lead counsel in the sale of a class "A", LEED Certified office building occupied by GE Oil and Gas in Houston, Texas, located on 8.7 acres of land, to a major real estate fund.
Lead counsel in the sale of a class "A", LEED Certified 10 story office building in Houston, Texas, located on 4.7 acres of land, to a major real estate fund.
Representation of a terminal company in the development of a major intermodal terminal in close proximity to the Eagle-Ford Shale in Central Texas.
Representation of Atlanta-based highrise condominium developer in acquisition and development of three multi-acre sites located in Houston, Texas.
Sale on behalf of bank syndicate of the Enron Building in Houston, Texas.
Acquisition of 40 acre site in west Houston for the construction of national trading facility.
Development of headquarters building for a publicly traded oil services company on behalf of owner/landlord in Houston, Texas.
Development of headquarters building for a publicly traded health care services company on behalf of owner/landlord in San Antonio, Texas.
Acquisition of multiple carpet manufacturing facilities in connection with a leveraged buy-out located in the southeastern United States on behalf of purchaser.
Representation of major energy generation company's divestment of power plant portfolio throughout Texas.
Representation of numerous terminal facilities throughout the United States on behalf of major pipeline company.
Representation of Fortune 500 energy company related to the acquisition of a power generation facility in Attala, Mississippi.
Representation of Metropolitan Transit Authority of Houston regarding acquisition and development of major transit facility.
Representation of a property developer in acquiring, leasing, developing, financing and constructing a 13-building mixed-use condominium, retail and office development in Houston, Texas.
Representation of a major U.S. medical center in the proposed development of a 28-acre biomedical innovation and commercialization campus. The facility will be a cooperative development between the medical center and four public medical institutions, including a world-renowned cancer center and a major public university’s health center.
Representation of a major Fortune 500 Energy Company based in Houston, Texas in all aspects of the construction of its new corporate headquarters building.
Representation of a major oil company in the development and construction of a new building on its campus to be used as a state-of-the-art high performance computer center.
Lead counsel in the development of a state of the art corporate health care facility located at the campus of a major energy company in Houston, Texas.
Representation of developer of a 37 acre major mixed-use project in Houston, Texas.
Representation of developer of a golf course in Annapolis, Maryland.
Representation of major energy company's redevelopment of global headquarters in Houston, Texas.
Representation of Apache Corporation in the negotiations of a Credit-Tenant Lease for an office building in Midland, Texas.
Representation of Thomas Properties Group, Inc. in the negotiations of a long term lease to Statoil Gulf Services L.L.C., the U.S. upstream subsidiary of the Norwegian energy company, at CityWestPlace in Houston’s Westchase District. The lease includes approximately 581,000 square feet, which more than doubles the size of Statoil’s North American headquarters.
Representation of BHP Billiton Petroleum (Deepwater), Inc. in the negotiations of a build-to-suit lease for its corporate headquarters in the Galleria area of Houston, Texas, as well as the reorganization of more than 700,000 square feet of additional office space in Houston, Texas. The new building, once constructed, will contain approximately 543,143 square feet of office space.
Representation of a major oil company in the leasing of approximately 600,000 square feet of Class "A" office space, in two buildings in the Energy Corridor, Houston, Texas.
Negotiation of lease of two entire office buildings on behalf of major natural gas services company to be used as their global headquarters in Houston, Texas.
Negotiation of lease on behalf of Fortune 500 company's headquarters in downtown Houston, Texas.
Negotiation of lease on behalf of major pipeline company's headquarters in downtown Houston, Texas.
Negotiation of lease on behalf of British Consulate in downtown Houston, Texas.
Negotiation of lease and naming rights on behalf of major energy company's headquarters in Houston, Texas.
Publications and Speeches
"Obstacles to Pipeline Development Highlight Texas' Conservative Split," TribTalk, November 2015
“Revised Texas Permitting Process Complicates Eminent Domain,” Oil & Gas Journal, November 2, 2015
“Condemning Land for Crude Pipelines in the Post-Denbury Era – Implications of Denbury to Pipeline Companies” Phillips 66 Legal Department - Houston, September 2015
"Deconstructing the Synthetic Lease," CBRE Global Energy Group - Houston, August 2015, and Houston Real Estate Lawyers Council, December 2013
"Innovation in Office Campuses," Real Estate Forum, January 2015
"How to Get More Value Out of a Real Estate Lease," Houston Business Journal, June 2013
"Everything You Ever Wanted to Know About Title and Flood Insurance," Bank of America – Houston, September 2011
"Going Green: Implementing Environmentally Friendly Leases" – Bernard O. Dow Leasing Institute - Dallas, April 2009
J.D., with honors, Order of the Coif, The University of Texas School of Law, 1995
B.A., with high honors, Phi Beta Kappa, The University of Texas at Austin, 1991
State Bar of Texas
Houston Bar Association
Fellow, American College of Real Estate Lawyers
Faculty, Rice University - Jones Graduate School of Business
Chambers & Partners, Chambers USA, Real Estate, 2008-2012, 2014-2016
Legalease, The Legal 500 United States, Real Estate, 2007-2009; Real estate and Construction, 2016
Woodward/White, Inc., Best Lawyers, Real Estate Law, 2013-2017
Thomson Reuters, Texas Super Lawyers, Rising Star, 2004-2009