The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Andrew C.J. Bueso, Partner—Business & Regulatory Section/Finance Department (2022)
Andrew represents both lenders and borrowers in a variety of traditional and creative secured and unsecured credit transactions. He advises clients in connection with leveraged and investment grade credit facilities, including reserve-based loans, acquisition financings, multi-currency facilities, and cross-border facilities, as well as distressed credits in restructuring and workout situations. A large portion of Andrew’s practice consists of representing large commercial banks, both domestic and international, in connection with syndicated credit facilities to exploration and production companies, midstream companies, oilfield services companies, and commodity trading and storage companies.
Andrew received his B.S.B.A from the University of Denver and his J.D., cum laude, from the University of Houston Law Center.
Describe your practice area and what it entails.
Through my representation of lenders and borrowers as a member of Bracewell’s finance practice, I work on financing transactions that provide companies with the money that they need for day-to-day operations, specific acquisitions, and emergency reserves. I prepare and negotiate the loan documents that govern large loans made by banks and other financial institutions to companies that are predominantly in the energy space, including midstream companies, oil field services companies, and exploration and production companies. There are a number of documents involved in these complex financial transactions. We work to keep each deal moving forward while taking the time to negotiate the terms that will allow the borrower to have the desired flexibility under the terms of the loan documents and provide the lenders with the necessary protections that they are expecting or that they will want if the borrower ends up in a distressed situation.
What types of clients do you represent?
About 80% of my work involves representing large commercial banks, such as Bank of America, Citibank, and JPMorgan Chase, among others. The other 20% is made up of deals where I represent other types of financial institutions, such as the lending or credit arm of private equity funds, and deals where I represent the borrower. My borrower clients range from large investment grade companies to smaller portfolio companies of private equity funds.
What types of cases/deals do you work on?
I work on secured and unsecured loan transactions, which are either term loans or revolving credit facilities (or a combination of the two). The secured loans I work on are secured by a variety of collateral packages, which can consist of oil and gas leases, pipeline assets, and personal property. A revolving credit facility is similar to a very large credit card that is funded by multiple lenders, so the risk is shared. These types of loans allow companies to borrow, re-pay, and re-borrow, so long as the total amount outstanding never exceeds the total amount that all of the lenders participating in the loan have agreed to commit. The loans I work on could provide the borrower with funds to pay the purchase price for an acquisition. They could also be working capital facilities that give the borrower funds to operate its business on a day-to-day basis. During this period of COVID-19, I’ve also worked on credit facilities that provide companies with emergency reserves to help them weather the unknown.
How did you choose this practice area?
I chose the Bracewell finance group because of the people. After meeting a few of the Bracewell finance partners and associates at various summer associate events, I knew I would enjoy my time working with this group of people. That turned out to be a great way to choose a practice group, as I enjoy the work and my colleagues.
What is a typical day like and/or what are some common tasks you perform?
Every day is very different. Typically, I start my day by checking my email to make sure there is not a pressing issue that has popped up that needs immediate attention. I then turn to my frequently updated to-do list. I will usually have four to five active deals going at any time. Most of my day consists of drafting documents, reviewing changes to documents that come across from opposing counsel, checking on the status of diligence materials and other deliverables needed for closing, and having phone calls with clients or opposing counsel to discuss the deals we are working on. Unlike some practice areas, once a financing transaction closes, there is an ongoing relationship between the borrower and the lenders. Over the life of the loans that we work on, we frequently get questions from our clients regarding what the terms of the loan documents say with respect to certain actions or events. Depending on the day, much of my time can be spent reviewing and analyzing active loan documents to answer those questions and identify arguments that opposing counsel may use to counter our interpretation of the provisions that are implicated. I will also spend a portion of my day visiting with others from our group to run ideas, language, or questions by them, to answer questions they might have for me, or to give feedback on projects that we are working on together.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend taking secured finance/secured transactions (or the equivalent class offered at your law school that deals with Article 9 of the Uniform Commercial Code) and business organizations (or the equivalent class offered at your law school that deals with the law of agency and the organization and operation of LLCs, corporations, and partnerships). Many people talk about how law school classes are not at all helpful in the actual practice of law, but I use what I learned in those two classes every day. Being extremely well organized and paying attention to the most minor details are two important skills to have in our practice area. Not every minor detail is worth negotiating with opposing counsel, but you need to be able to identify the ones that are important to your client.
What do you like best about your practice area?
Each borrower has its own specific needs, so each set of loan documents is unique and drafted to accommodate each borrower’s operations while still providing the lenders with the protections they require and expect. I enjoy making the changes needed to customize each set of loan documents to address the specific issues that are present in each deal. The interaction that we have with the lenders and borrowers to help us find out what those issues are is an interesting and enjoyable part of this practice area. I also enjoy knowing that the answer to a question related to a credit facility will be found in the loan documents that we drafted. Sometimes that answer is “it depends” or there are multiple interpretations, but the starting point for getting to the answer is always in the loan documents.
What misconceptions exist about your practice area?
Many people think that those of us who work in the finance group need to have a finance or accounting background or must have worked in finance or accounting prior to becoming an attorney, but that is not the case. Many of the attorneys in our practice group, including me, have an undergraduate degree that has nothing to do with finance. While I have a business degree, my major was Hotel, Restaurant, and Tourism Management. I actually worked in the hotel and restaurant industry for a few years before deciding to go to law school.
What are some typical tasks that a junior lawyer would perform in this practice area?
Bracewell does a great job of giving meaningful responsibility to junior attorneys. The level of responsibility is not overwhelming, and you always have the support of more senior attorneys. Having some independence and responsibility really helps tackle the steep learning curve that comes with starting your legal practice. Many junior attorneys in our practice group work directly with a partner on a transaction. If the transaction is not on a very short timeline and the junior attorney is not working on a number of projects at the same time, the junior attorney will usually prepare the initial drafts of all the financing documents. The partner or senior attorney on the transaction will review and revise those drafts and will then take the time to sit with the junior attorney to talk through why certain revisions were made.
What kinds of experience can summer associates gain at this practice area at your firm?
Summer associates are involved in the most interesting parts of the best transactions that our group has going on at the time. We understand that law students get a limited amount of time to experience life at a law firm before having to make a career decision after graduation, so we try to make the most of it. We have summer associates sit in on conference calls to see how loan documents are negotiated. Summer associates get to see how we interact with clients and opposing counsel to bring about a compromise that allows the terms of the loan to work for all parties. Summer associates are given drafting projects, where they will prepare initial drafts of certain loan documents. We will then sit with the summer associate to discuss their drafts, so they can see what our thought process is when we are working on the same documents.