Concentration

Mergers and acquisitions, joint ventures, corporate finance, securities, corporate governance, investigations and dispute resolution

Summary

Andrew Baker is the managing partner of Baker Botts. Mr. Baker began his practice in 1979 in the Houston office. In 1985 he moved to Dallas, Texas, to open Baker Botts’ Dallas office. In the spring of 2012, he became the firm’s managing partner and relocated back to Houston.

Mr. Baker’s practice emphasizes the development of close, long-term, value-added relationships. Public and private companies turn to Mr. Baker for advice and deal execution in connection with mergers and acquisitions, joint ventures, securities and other finance transactions of all stripes. Mr. Baker also represents companies, boards and audit committees in corporate and SEC investigations and counsels on corporate compliance and governance, including Sarbanes-Oxley responsibilities, crisis response, dispute resolution, strategic planning and communications.

Representative Engagements

Securities Offerings

• Halliburton Company – $2.5 billion secondary offering of common stock, Rule 144A offerings of $1.05 billion of floating-rate and fixed-rate senior notes, $2.0 billion of senior notes, $500 million senior notes and $1.2 billion of convertible senior notes, exchange offer for $300 million of debentures
• KBR, Inc. – $544 million initial public offering
• Pennzoil Company – $2.5 billion nonrecourse production payment credit facility with Citibank, N.A., as agent
• Goldman Sachs and Bear Stearns – $365 million underwriting of Class A common stock of Sabre Holdings Corporation
• Kimberly-Clark Corporation – $2.1 billion public offering of debt securities
• Dr Pepper/Seven-Up Companies, Inc. – $307 million initial public offering
• Electronic Data Systems Corporation – $6 billion contribution of GM Class E shares to the Hourly Rate Pension Plan, $1.04 billion secondary public offering of common stock of EDS owned by the General Motors Corporation Hourly Rate Pension Plan, $1.4 billion offering of FELINE PRIDES, $1 billion offering of zero-coupon convertible senior notes, $1.1 billion Rule 144A offering of senior notes, $690 million Rule 144A offering of convertible senior notes
• Lennox International Inc. – $175 million initial public offering

Mergers and Acquisitions

• AT&T – $1.4 billion sale of Sterling Commerce to IBM
• Halliburton Company – $2.8 billion split-off of KBR, Inc., $300 million purchase of Boots & Coots   
• Electronic Data Systems Corporation – $27 billion split-off from the General Motors Corporation, $1.65 billion acquisition of MCI Systemhouse, “going-private” acquisition of the publicly held minority interest in Unigraphics Solutions Inc., $950 million acquisition of Structural Dynamics Research Corporation, $700 million acquisition of Sabre Holding Company’s airline outsourcing business, $300 million acquisition of MTech Corp., $200 million acquisition of McDonnell Douglas Systems Corporation
• NRM Energy – $700 million roll-up of 33 publicly traded E&P partnerships, and acquisition of properties from OKC Limited Partnership
• Pennzoil Company – acquisition of Choctaw Energy Company
• Scurlock Oil Company – disposition of assets
• Lennox International Inc. – $300 million acquisition of Service Experts Inc.
• Dr Pepper/Seven-Up Companies, Inc. – $1.7 billion tender offer by Cadbury Schweppes, the follow-up $3.0 billion merger and its $200 million acquisition of Hawaiian Punch from the Procter & Gamble Company

Corporate Governance and Investigations

• Halliburton Company – SEC, DOJ, FCPA and other governmental investigations
• Electronic Data Systems Corporation – SEC investigation
• i2 Technologies, Inc. – Audit Committee and SEC investigation
• El Paso Corporation – SEC investigation and other governmental investigations
• Lennox International – SEC investigation
• Sourcecorp – SEC investigation
• Kimberly-Clark – counsel to the board on corporate governance best practices

Joint Ventures

• Electronic Data Systems Corporation – joint venture with Hitachi, Ltd., regarding the investment in and operation of Hitachi Data Systems, Ltd., joint venture with Computer Associates International in connection with $2.0 billion settlement of licensing dispute, joint venture with MCI/WorldCom
• First Data Corporation – joint venture with Loews Corporation
• NRM Energy – joint ventures with numerous oil and gas exploration and production partners

Dispute Resolution

• Halliburton Company – $5.3 billion global settlement of asbestos and silica liabilities
• Electronic Data Systems Corporation – $2 billion settlement with Computer Associates

Technology

• Electronic Data Systems Corporation – long-term information technology agreements with Banc One Services Corporation, Eli Lilly and MCI/WorldCom

Publications, Speeches and Presentations

• “FCPA Issues Facing Multinational Companies,” Compliance Week, 2009 and 2010 Annual Conferences, Washington, D.C., June 2009 and May 2010
• “FCPA Review of Mergers and Acquisitions,” ACI FCPA Bootcamp, Houston, Texas, January 2009 
• “Handling Parallel Investigations in Multiple Jurisdictions,” National Institute on the Foreign Corrupt Practices Act, Washington, D.C., October 2006
• “The Compliance Challenge: Insights From Outside Counsel, Regulators, and General Counsel,” KPMG Global Energy Conference, Houston, May 2005
• “Planning for the Transaction,” Buying and Selling a Business, CLE International, Dallas, June 2000