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We serve as counsel on virtually every type of purchase and sale transaction involving public and privately held businesses. Totaling billions of dollars, these include mergers, management and leveraged buyouts, and acquisitions and dispositions of assets. Other typical transactions include stock sales and exchanges, roll-ups, acquisitions and dispositions of partnership interests and joint venture interests, tender offers, recapitalizations and similar business combinations.
We represent deal sponsors, management, acquiring corporations, sellers, targets, investors and special committees of boards of directors, among other parties. Our clients include capital-intensive businesses such as petrochemicals, cement, oil and gas production, refining and processing, pipelines, airlines, retail gasoline and convenience stores. We have also represented service businesses involved in advertising, computer services, commercial real estate, entertainment and sports, radio, telecommunications, and banking and finance.
We advise senior lenders, subordinated debt investors and private equity investors in drafting effective representations, warranties and covenants that are acceptable to lenders, placement agents, investors and underwriters. Our lawyers are equally experienced in post-closing aspects of acquisitions such as indenture and bank loan covenant reviews, environmental compliance issues, and the prosecution or defense of claims under acquisition documents.
In addition to due diligence and risk analysis, we ensure that all tax, intellectual property, labor and employment, employee benefits, executive compensation, antitrust and regulatory issues are resolved effectively and with minimal disruption to an efficient transaction. Our lawyers draft and negotiate key acquisition and financing agreements, including:
- Secrecy and non-competition covenants
- Disclosure requirements
- Management, employment, and indemnification agreements
- Internal arrangements among equity owners
- Employee benefit plans and other executive compensation arrangements
- Regulatory and third-party approvals
- Intellectual property protection and licensing
- Commercial arrangements
- Environmental insurance coverage and policy provisions.
In certain cases, management or directors may have real or potential conflicts of interest with regard to proposed mergers, acquisitions, divestitures and investments. In such cases, Bracewell works with special committees in order to help ensure that these critical decisions are made independently and in accordance with the best corporate governance practices.
Potential mergers and acquisitions — especially those involving large companies, unique market sectors and specific geographic regions — must comply with the strict antitrust and other unfair competition laws of the United States and, in the case of multinational transactions, one or more foreign jurisdictions. Bracewell helps clients assess the costs and benefits of transactions under consideration, ensuring compliance with antitrust requirements. We regularly represent clients before regulatory bodies and enforcement agencies, including the U.S. Department of Justice, the Federal Trade Commission, as well as state attorneys general. We work with economic experts and others where appropriate, to develop proactive responses that minimize waiting periods and reduce the likelihood of receiving an extended review from antitrust agencies. We offer counsel with regard to:
- Hart-Scott-Rodino (HSR) notifications and exemptions, including specific exemptions for oil and gas transactions
- Responding to voluntary information requests
- Complying with “second requests”
- Representing clients in depositions and investigational hearings
- Negotiating remedies, where necessary, to resolve competitive concerns
- Merger and other antitrust litigation
- Antitrust issues in connection with joint ventures
- Antitrust aspects of roll-ups, spin-offs and industry consolidations
- Antitrust considerations arising out of information exchanges during due diligence and integration planning
Bracewell’s attorneys have broad experience assisting clients involved in international and cross-border transactions, including public takeovers, demergers and corporate restructurings, joint ventures and strategic alliances, and auction sales. Our attorneys have represented clients in a number of high profile, ground breaking deals across all industry sectors. Our corporate attorneys work as a team with our government relations specialists to successful manage issues that are unique to international transactions, including CFIUS reviews, U.S. Foreign Corrupt Practices Act compliance with foreign trade sanctions regulations.
We advise clients with regard to registered public offerings and stock exchange listings in the United States by non-U.S. issuers of ordinary shares or American Depositary Shares, including offerings involving dual stock exchange listings. We have represented issuers, underwriters and placement agents in connection with offshore offerings under Regulation S, including offerings of equity or debt undertaken concurrently with private offerings in the United States under Rule 144A, and have provided legal advice on a range of issues arising under the U.S. securities laws resulting from a company’s offshore capital markets activities, including spin-offs, rights offerings, exchange offers, tender offers, scrip dividend programs and stock repurchase programs.
In response to increased government scrutiny of public companies, a number of U.S.-based, publicly owned businesses are considering the option of going private. Likewise, many governments around the world are opting to increase the level of privatization in their economies.
Bracewell has an extensive record handling a range of domestic and international privatization transactions in an array of industries, including energy, utilities, telecommunications, financial services and other market sectors. Our attorneys help clients identify the strategic opportunities and the challenges inherent in the sale and transfer of public entities. For example, in Kazakhstan, our lawyers helped lead the country’s privatizations of banks, the state telecommunications company, a large oil and gas production company, and various mining concerns.
Minority and Control Investments
Mergers and acquisitions frequently give rise to a number of issues regarding the rights of minority and majority owners and changes of control between parties in a deal. Bracewell’s M&A attorneys provide comprehensive, effective guidance to both minority and majority shareholders engaged in a range of transactions, including public and private company mergers and acquisitions, leveraged buyouts, going-private transactions, distressed and bankruptcy acquisitions, consortium deals, proxy contests, PIPEs transactions, venture investments, and bridge and mezzanine fundings. We help clients balance their objectives with the requirements of other owners and shareholders, seeking common ground where possible and pursuing our clients’ interests effectively.
Private Investments in Public Companies
Private investments in public equities (PIPEs) have become an increasingly popular option for many investors. Bracewell has represented numerous venture capital groups, general partners, limited partners, co-investors and other equity stakeholders, as well as private companies, portfolio companies, lenders and financial sponsor groups in a range of PIPEs transactions. We help clients structure, negotiate, document and implement these transactions in both U.S. and non-U.S. markets, and provide guidance regarding NASDAQ- and NYSE-related issues. In conjunction with our securities and capital markets attorneys, we provide counsel on related investments such as equity lines, registered direct offerings and Rule 144A offerings.
Bracewell has represented clients in leveraged buyouts (LBOs) and related transactions for more than two decades. We have advised on LBOs valued well in excess of $6 billion. We work with clients on all sides of the negotiating table, including buyers and sellers, lenders and investment funds, management, and competitive bidders.
Our attorneys follow a streamlined, systematic approach to LBO transactions to ensure that all work product is thorough and all critical deadlines are met. Our corporate team addresses all tax, environmental, real estate, labor, employee benefits, banking and finance, intellectual property, litigation and antitrust aspects of these transactions. We work cooperatively with clients’ accountants, financial advisors, consulting firms, as well as with opposing counsel, in order to accomplish the deal.