The following is an excerpt from Practice Perspectives: Vault’s Guide to Legal Practice Areas.
Kaam Sahely, Partner—Energy Transactions & Projects;
and Jessica Peet, Senior Associate—Restructuring & Reorganization
Kaam Sahely is a Partner and co-head of Vinson & Elkins’ Energy Transactions & Projects practice group and has been practicing law for 16 years. Kaam represents private equity and special situations funds, developers and other participants in complex energy, infrastructure, and industrial investments and projects. He practices in the areas of project development and finance, mergers and acquisitions, complex structured transactions, and joint ventures. Kaam’s recent work includes a number of renewable energy projects, including the purchase, sale and financing of portfolios of solar and wind projects.
Jessica Peet is a Senior Associate in V&E’s Restructuring & Reorganization practice group and has been practicing law for six years. Her principal areas of practice include representing debtors, creditors, and investors in various aspects of complex corporate restructurings, including Chapter 11 cases, out-of-court restructurings, and acquisitions. In addition to extensive experience within the energy industry, Jessica also represents clients in industries such as gaming, retail, and professional sports.
Please provide an overview of what, substantively, your practice area entails.
Kaam: Lawyers in Vinson & Elkins’ Energy Transactions & Projects group advise on a broad range of global energy transactions, covering project and infrastructure development and financings. Our group also works on joint ventures, mergers and acquisitions, and private equity and venture capital investments for a range of energy-related assets. Our client work spans the energy spectrum, from traditional oil and gas exploration and production, to pipeline development and operation, downstream (refining and petrochemical), distribution, and power generation, including solar, wind, and other alternative energy projects.
Jessica: At its core, restructuring work involves getting creditors and debtors to reach a deal in which creditors aren’t going to get fully repaid, but will get some form of recovery, and then working out the details of what that deal looks like. Lawyers in V&E’s Restructuring & Reorganization practice represent debtors, private equity funds, lenders, purchasers, litigation parties, and other creditors in out-of-court restructurings and in-court bankruptcy cases. We handle all aspects of complex corporate restructurings, distressed M&A, financing, insolvency risk management, bankruptcy litigation and reorganizations.
What types of clients do you represent?
Kaam: My clients include major financial institutions such as Goldman Sachs; global private equity funds like TPG; energy companies, power producers, clean energy companies, petrochemical companies, commodities traders, as well as pipeline, exploration and production, and mining companies. In addition to my international work, I have a large East Coast client base, doing very sophisticated work.
Jessica: I represent large companies, financial institutions, and investment funds involved in transactions that include some aspects of financial distress. Most often, I represent parties going through restructuring of debt—usually Chapter 11 filings (out of court); and I also represent companies in bids for significant assets. Right now, a large percentage of my clients are in the energy industry, but because of the type of work we do, my practice is industry agnostic. For example, recently I have been helping companies in the distressed oil and gas space, but I expect that will change as the market shifts. The work we do has positioned me to advise companies in a range of industries including professional sports, gaming, and retail.
What types of cases/deals do you work on?
Kaam: My practice is focused on project development and finance on the one hand, and asset and project M&A on the other—a combination of representing developers and other participants in large-scale energy, industrial, and infrastructure projects. My practice not only covers traditional oil and gas and power sectors, but the majority of my work in recent times is in renewables, which is a really exciting area. I’m currently working on a number of solar and wind projects in the United States, a waste-to-power project in the Caribbean, and a huge, state-of-the art high-speed passenger rail project between Dallas and Houston. The “Texas Bullet Train” is an eco-friendly project that will have incredible benefits to the traveling public, the communities who will receive tax revenue, and the thousands employed to build and operate the 240-mile project.
Jessica: I’m fortunate to have worked on a number of high-profile and interesting matters involving companies with a strong prospect of moving forward and thriving. In addition to corporate restructuring, I play a proactive consultative role for my clients, helping companies and investors evaluate distressed transactions, assessing risks of strategic opportunities, and advising on how to protect their interests and optimize their transactions. I’m currently on a team advising an energy and power-focused private investment firm on a transaction involving reducing current debt by over $1.6 billion and raising approximately $525 million to acquire assets of a large public company. It involves a unique plan for reorganization, with the company expected to emerge from Chapter 11 in a short period of time with a stronger balance sheet and greater financial flexibility to grow.
How did you decide to practice in your area?
Kaam: Energy and infrastructure are such exciting areas because they encompass so many different sectors, including emerging areas and technologies, and the work includes a variety of aspects of law and business. Like technology, energy and infrastructure are areas that are extremely dynamic and touch so many aspects of the world.
Jessica: Like many students may have, I had a very general sense of what practicing law in a big firm would be like—either as a litigator or corporate lawyer. What I really enjoy about restructuring is the blend of transactional and litigation work. I can be arguing in front of a judge on one day of the week and be negotiating a deal with a counterparty the other.
What is a typical day or week like in your practice area?
Kaam: Day-to-day activities include client meetings; drafting, reviewing, and advising on contracts; negotiations with counter parties; and proposing resolutions to transaction issues. I’m lucky to work with a lot of other lawyers at V&E who are experts in their fields (from M&A, to finance, tax, and others) and I spend time collaborating with colleagues on a range of aspects of complex deals. At this stage in my career, I manage deals at a high level. For example, at any given time, I may be working on 6-10 significant deals with different teams of V&E lawyers at all seniority levels. My work includes travel—to New York, London, Asia—which I enjoy. My client work also takes me a few times a year to Australia where I grew up. As co-practice leader, I work with other partners to oversee associate development, work opportunities, and staffing. We look closely at the composition of our teams to ensure we are staffing with diversity and a broad range of opportunities in mind. It’s important that we show our depth and strength across the firm, highlighting how our associates are well trained and do a lot of the important work. It’s also paramount that our associates know we value having personal lives, so we look closely at individual workload and really try to be respectful and careful that people are not overloaded.
Jessica: My weeks include a mix of advising clients, negotiating with other parties, going before bankruptcy courts to advocate for clients, reviewing written materials, and handling a number of out-of-court aspects related to restructurings, financial arrangements, and agreements. I have a hands-on approach to developing associates with whom I work, so while I don’t think of this as work per se, it’s important that junior associates I’m working with have opportunities to learn all aspects of the practice, get encouragement and regular feedback, and feel empowered to run with work streams.
What is the best thing about your practice area?
Kaam: The work is quite varied. I see a lot of different types of projects and it’s exciting to be at the forefront of the rapid advancement of the renewable and clean energy industry. I also enjoy the relationships I have built with my clients, many of whom are my generation or younger—people I have worked with over the years who are now running the deals and funds. While we provide legal advice, we truly are an integral part of our client’s deal team. I talk with my clients about all sorts of things related to their businesses.
Jessica: After managing the challenges of a complex matter with lengthy negotiations, it’s really satisfying to reach a consensus on a deal; but the best and most rewarding part is helping a client with a distressed investment emerge as an even stronger company. I really enjoy the interplay between different areas of law at V&E. I work closely with our litigation teams, M&A, finance, energy projects, and tax lawyers, across offices. I enjoy the teamwork aspect, and it allows us to get the best results for our client. Associates have the opportunity to accelerate quickly as they gain experience early on—leading negotiations, managing document preparation, and actively participating on board calls and strategy sessions. V&E encourages associates to stretch and grow.
What is the most challenging aspect of your practice area?
Kaam: Sometimes deals can be extremely complex and on tight timelines, so we have to make sure our advice is commercial and also always technically accurate. We are entrusted to deliver solutions that will help the client’s overall business.
Jessica: The work moves at a fast pace, so it’s critical to learn quickly and know your stuff early on. That said, we have such a supportive team including great mentors at V&E—you always know someone has your back. When I joined as a lateral associate, partners across the firm made me feel like a valued member of the V&E team right out of the gate.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Jessica: Restructuring is an area of law that is good for people who enjoy interacting with others. We spend a lot of time in meetings with clients and lawyers on the other side, and on calls with many different groups, talking through various pieces of the deal. It’s a detail-oriented and deadline-intensive practice.
What misconceptions exist about your practice area?
Kaam: Energy work goes beyond traditional oil and gas. The ground-breaking work that V&E has done across the energy industry has positioned us well to provide insightful advice and help clients structure the best deals (and litigate matters) in a variety of industries such as technology, media, real estate, transportation, etc.
Jessica: I think the biggest misconception is that restructuring and reorganization work just means bankruptcy. It’s not always about companies closing doors or salvaging assets. In fact, more often it’s about guiding companies through situations that will ultimately position them for future success. Also, in this area of law, there is room for developing creative solutions that will benefit the client.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
Kaam: Our traditional energy work remains robust, and the work we are doing in the area of renewables investments in wind, solar, biomass, and geothermal is really evolving and exciting. Solar in particular is a big growth area for the firm right now.
Jessica: I love that there is significant opportunity to work closely with clients and have a tangible influence on the outcome. I also appreciate having great female role models and colleagues at V&E, and that women lawyers are given as much opportunity as their male counterparts.
What activities do you enjoy when you are not in the office, and how do you make time for them?
Kaam: I have an active family with three boys (ages 11, 9, 5), so managing my personal life and spending quality time with them is important, including coaching the boys’ basketball teams. [Kaam is 6’7”, and played basketball professionally, and his wife Amy is 5’11”, so scouts should keep their eyes out for the Sahely boys!] We also blend in social outings, sporting events, and travel with colleagues and clients who have become good friends.
Jessica: V&E is the kind of firm with high expectations for performance, but we also have a culture that values balance and having a personal life. When things slow down a bit at the office, I enjoy time with my family and friends, and hitting the tennis court.