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About Heather

Heather Brown, co-chair of Bracewell’s finance department, focuses her on complex financial transactions with emphasis on the energy industry including upstream, midstream, downstream, and services. She represents both lenders and borrowers in large, syndicated and bilateral, secured and unsecured, and traditional and structured financing arrangements, including acquisition and working capital facilities, asset based loans, reserve based loans, dividend recapitalizations, institutional term loans, first and second lien arrangements, bond financing credit enhancement, project financings, contract monetizations, and insolvency matters.

Heather also serves as a member of the firm’s Management Committee.

Heather is incredible at what she does and has a very good sense of the market.
Chambers USA, 2024

Experience

Recent Notable Matters

American multinational investment bank and financial services company — $1.5 billion revolving credit facility to the largest fuel distributor in the United States in connection with its $7.3 billion acquisition of one of the largest independent liquids terminal and pipeline operators in the nation

American multinational investment bank and financial services company — $300 million multi-currency revolving credit facility to a publicly traded Dutch oilfield services company and its wholly-owned US subsidiary, guaranteed by certain of the parent borrower’s Dutch, Curaçao, British, Irish, Luxembourg, Canadian, Gibraltar, and US subsidiaries

American multinational investment bank and financial services company — $1 billion-plus secured revolving credit facility and term loan B in connection with the acquisition of a public E&P company, as well as financing for the subsequent spin-off of the borrower’s OCS contracting business

American multinational investment bank and financial services company — secured $1.4 billion term loan A, covenant-lite term loan B, and revolving credit facility for the acquisition and construction of offshore support vessels

American multinational investment bank and financial services company — $500 million revolving credit facility and a $150 million term loan to a publicly traded global provider of engineering services, integrated technology solutions, and manufacturing services for complex products

American multinational investment bank and financial services company — $30 million revolving credit facility and $90 million term loan in connection with the acquisition of 64 Houston-area retail fuel and convenience store locations by a joint venture between an American multinational oil and gas corporation and a supplier/distributor of petroleum and related products

Societe Generale — phase one $175 million secured term loan facility and a phase two $77.5 million secured initial advance term loan, delayed draw term loan and revolving credit facility for subsequent deployments, each for a bankruptcy-remote entity formed to finance the installation of digital cinema equipment and monetize payment streams from movie studios with respect to digital releases

Societe Generale — arrangements for the purchase and optional resale, in-pipeline, of greater than 100,000 barrels per day of refined petroleum products, and related credit support and transportation arrangements

APA Corporation — $2 billion term loan facility in connection with its $4.5 billion acquisition of a Permian Basin-focused independent oil and natural gas company

DT Midstream, Inc. — $750 million revolving credit facility and $1 billion term loan B in connection with DTE Energy’s spin off of its non-utility natural gas pipeline, storage, and gathering business to an independent, publicly-traded company

Gray Oak Pipeline, LLC — $1.32 billion delayed draw term loan credit facility, for the construction of a crude oil pipeline from the Permian to the Gulf Coast, with credit support consisting of an equity contribution agreement from the sponsors

Kinder Morgan, Inc. — $5 billion bridge facility and a $4 billion revolving credit facility in connection with its acquisition of its master limited partnerships, establishing the largest midstream and third largest energy company in North America, including a cross-guaranty among entities and other debt to create a single creditor class and eliminate structural subordination, as well as subsequent refinancings and other credit facilities including a $4.5 billion five-year revolving credit facility and a $500 million 364-day revolving credit facility,

Phillips 66 — $4 billion revolving credit facility, a $2.8 billion term loan facility, and a $5 billion bridge loan facility in connection with ConocoPhillips’ spin-off of its crude oil and petroleum products refining, marketing and transportation, chemicals, and midstream businesses as an independent publicly-traded company, as well as subsequent refinancings and other credit facilities including (i) a $2 billion term loan liquidity facility, (ii) a $750 million revolving credit facility and a $400 million term loan facility for the borrower’s master limited partnership, and (iii) a $900 million term loan facility assignable to such master limited partnership in connection with dropdowns of assets

Pioneer Natural Resources Company — $2 billion revolving credit facility (the first 5 year syndicated facility in the energy space post-COVID) and a $950 million 364-day revolving liquidity facility

Lubricant base oil production company that is a joint venture between two major energy companies — $250 million revolving credit facility and $200 million term loan with single-asset lender protections

Sixth Street Partners — $362 million of senior secured private placement notes as structured back-leveraged financing for the acquisition of an interest in a joint venture owning various energy products pipelines and related logistics assets and subsequent $281.5 million of pari passu senior secured private placement notes as structured back-leveraged financing for the acquisition of additional assets and interests for a portfolio company of Sixth Street Partners

Credentials

Education

University of Houston Law Center,
J.D.
1994
magna cum laude
Rice University,
Bachelor of Arts
1991

Bar Admissions

Texas
New York

Affiliations

State Bar of Texas
Texas Bar Foundation
Houston Bar Foundation
New York State Bar Association

News

News

Texas Trio Take Lead on Xmas Energy M&A Deals

Insights

Noteworthy

Noteworthy

Chambers USA
Texas Banking & Finance, 2008 - 2024
The Legal 500 United States
Finance - Commercial Lending: Advice to Borrowers, 2016, 2018 - 2024; Finance - Commercial Lending: Advice to Lenders, 2016, 2018 - 2024; Bank Lending, 2015; Project Finance, 2012; Structured Finance, 2012
BL Rankings
Best Lawyers
Banking and Finance Law, 2018 - 2024; Project Finance Law, 2022 - 2024; Commercial Finance Law, 2023 - 2024; Securitization and Structured Finance Law, 2023 - 2024
Delinian Limited
IFLR1000 Financial & Corporate and M&A Guide
2018 - 2023
Lawdragon Inc.
Lawdragon 500 Leading US Energy Lawyers
Energy Transactions, Especially Finance, 2023 - 2024
American City Business Journals
Houston Business Journal
Women Who Mean Business, 2023