The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Annemarie Dunleavy, Associate—Finance
Annemarie Dunleavy’s practice focuses on commercial lending and project finance transactions. She represents lenders and borrowers in a range of secured and unsecured financial arrangements, including structuring and negotiating senior and subordinated debt financings, acquisition and project financings, structured financings, and securitizations, with a focus on the energy sector. She also assists clients in all phases of energy and infrastructure projects.
Prior to joining Bracewell, Annemarie served as in-house counsel for a publicly traded midstream oil and gas master limited partnership and for a renewable power generation company. She earned a B.A. in Economics from Drew University, an M.B.A. from American University Kogod School of Business, and a J.D. from American University Washington College of Law.
Describe your practice area and what it entails.
My practice focuses on complex financial transactions. I regularly advise banks, private equity funds, and other corporate borrowers in the energy sector on a variety of commercial lending and project finance matters. We often represent large commercial banks in connection with syndicated credit facilities, with a particular emphasis on secured oil and gas reserve-base lending and working capital lines of credit.
Transactions can last anywhere from a couple of weeks to many months. They are an immersive experience that allows you to explore how clients operate. Deals begin with the negotiation of a term sheet, which serves as a roadmap for significant points of a transaction. Drafting and negotiating the primary transaction documents, such as the credit agreement and security agreements, is an exercise in which the entire team is involved. Junior and mid-level associates assume leadership roles in drafting and reviewing ancillary deliverables, coordinating with opposing counsel, and managing closing and post-closing logistics.
What types of clients do you represent?
I represent some of the largest financial institutions in the world, a diverse group of corporate borrowers, and smaller players in the energy industry. Most recently, I participated in the representation of Crédit Agricole Corporate and Investment Bank as agent to the lenders in the $2.44 billion letter of credit facility and approximately $544 million in funded debt for McDermott International in the successfully completed emergence from bankruptcy. The transaction was a great opportunity to collaborate with a diverse group of lawyers from practices and offices throughout the firm to provide effective counsel.
Earlier this year, I represented Co-op Power Inc. on a pro bono basis in the sale of a New York City Housing Authority community solar project to a clean energy investment firm. Co-op Power is an innovative consumer-owned sustainable energy cooperative that enables communities to create community-owned clean energy products and services. I enjoyed working on this transaction as it required me to draw on my creativity during a contentious negotiation, which resulted in an ideal result for all parties. The experience was incredibly valuable in my development as a lawyer and raising my profile within the firm.
What types of cases/deals do you work on?
I generally work on a wide variety of secured and unsecured credit transactions, including asset-based lending, senior and subordinated debt financings, cross-border financings, debt restructurings, project and acquisition financings, letter of credit facilities, term loans, revolving facilities, working capital loans, and oil and gas secured financings, as well as loan restructures and workouts and various other interbank relationships involved in syndicated loan transactions. While my practice focuses on the finance space, no two transactions are identical. I enjoy drawing analogies to prior deals and analyzing differences and similarities between matters. Given the depth and breadth of Bracewell’s finance practice, I have found that working with an array of partners and teams across offices provides exposure to many types of transactions and the opportunity to gain experience in different areas of our Finance practice.
How did you choose this practice area?
I decided to focus on finance because it sits at the intersection of two inextricably linked disciplines: finance and law. I explored different practice areas and found that I enjoyed the immersive, rigorous, and collaborative aspects of finance law. The length and pace of finance transactions is such that every deal is an opportunity to gain insight into how a company functions, its corporate needs, its risk tolerances, and where its sensitivities lie. Each deal is sufficiently different that it presents novel challenges that deepen my substantive knowledge and skillset. I am also a “people” person, so it is important to me to work with a team that I respect, can learn from, and genuinely like. Working with colleagues who support one another and actively collaborate produces the most effective representation for clients and, in my experience, results in the greatest level of professional satisfaction.
What is a typical day like and/or what are some common tasks you perform?
Each day in the Finance group brings different challenges. In a typical day, I draft and negotiate credit agreements and related ancillary documentation, analyze client questions, collaborate with my team, and coordinate with clients and opposing counsel. Outside my practice, I focus on training junior and mid-level associates. I enjoy sharing my experiences and explaining the rationale behind why transactions are conducted in a certain way. Conversely, I find the trainings that Bracewell hosts, in addition to the other training resources available to lawyers at the firm, to be valuable tools to build my knowledge base. Supporting Bracewell’s pro bono clients is important to me. Many days involve some aspect of pro bono representation, such as legal research or drafting briefs. Finally, I work to integrate business development into my daily routine. This may involve reaching out to an old colleague or law school friend with an interesting article or reviewing trade publications to keep abreast of industry developments.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Developing an understanding of business and how financial institutions function and interning with a law firm are ideal experiences for someone who would like to practice with a finance group. Appreciating the rationale behind business decisions and how financial institutions operate provides a solid foundation upon which substantive legal and transactional knowledge can be based. Finally, interning or working as a summer associate with a law firm is an effective way to experience associate life to confirm an interest in that path. Secured Transactions, Corporate Taxation, and Business Associations are three law school classes that prepared me well for my practice. I completed a J.D./M.B.A. program and through my business studies developed the corporate framework within which I apply my legal knowledge. I recommend a J.D./M.B.A. to anyone interested in finance law.
What do you like best about your practice area?
I enjoy the challenge and variety of my practice area. I find the process of conceptualizing, drafting, and negotiating trans-
actions rewarding, especially when working across from collaborative co-counsel in the context of a collegial Bracewell team. In our practice group, veteran lawyers make it a priority to train more-junior lawyers. This is valuable, both with respect to gaining substantive knowledge and strengthening relationships within the team. We also benefit from having a steady follow of high-quality deals, which gives us the opportunity to work with partners throughout the firm.
How do you see this practice area evolving in the future?
The energy industry is undergoing a dramatic transformation. As low oil prices apply pressure to many of our clients and technological advancements redesign the energy industry landscape, I see our practice responding with creativity and resilience—creativity in the structure of transactions, the analysis of complex challenges, and the composition of teams. Finance lawyers have adapted to disruptions and novel challenges by re-tooling and broadening our skillsets. Finance law will continue to navigate changes in administration, market disruptions, and other challenges with the same level of creativity and resilience.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
The confluence of the coronavirus pandemic and the precipitous decline in the price of oil this year have had a substantive impact on the types of transactions upon which I work. Whereas I previously advised on bankruptcy matters only rarely, I am currently actively involved in finance transactions involving a bankruptcy debtor during, and emerging from, a bankruptcy case. I have built upon my finance knowledge to help clients in the context of bankruptcy and within the confines of bankruptcy courts. This has given me an opportunity to broaden my practice, diversify my skillset, and forge relationships with many of my Bracewell colleagues as we collaborate to effectively support our energy clients.
Bracewell navigated the transition to working from home smoothly and has provided the tools necessary to seamlessly function remotely. As a collaborative team, our practice has shifted to incorporate electronically connecting and supporting one another. For example, rather than hold in-person meetings, we emphasize connecting via video in order to facilitate the team dynamic that enables us to most effectively represent our clients.
For those considering corporate work, why would you advise them to specialize in energy, oil, and gas?
I would advise one interested in corporate work to specialize in the energy, oil, and gas industry because it is a fascinating, cutting-edge sector with exceptional growth potential rooted in a well-established foundation. Engaging in the energy industry during this rapid cycle of development provides the opportunity to witness firsthand technological developments that will impact generations. The transaction structures designed to accommodate these advancements require creative problem-solving and a responsive, nimble approach. Corporate work in the energy space is broad and involves finance, mergers and acquisitions, joint ventures, capital markets, and other work. As such, there are many potential paths for someone interested in pursuing this course.