Timothy R. Brown

Timothy R. Brown

  • 713.951.5822
    832.397.8070
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Of Counsel

  • Thompson & Knight LLP
    811 Main Street
    Suite 2500
    Houston, TX 77002-6129 USA
    713.951.5822
    832.397.8070
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Tim's practice includes the representation of real estate developers, lenders and investors, energy companies, manufacturers, media companies, health care entities, municipalities, financial institutions, and commercial entities. His experience encompasses acting as a client manager and large infrastructure project manager of significant U.S. and international legal transactions.

He is Board Certified in Commercial Real Estate Law by the Texas Board of Legal Specialization.

Experience

Commercial and Residential Real Estate

  • Representation of public and private real estate companies in their formation, consolidation, and operation of office building, apartment, industrial and retail portfolios; such representation not only includes the transactional and operational work for these entities but also the condemnation litigation

  • Representation of public and private real estate companies in their formation, consolidation, and operation of office building, apartment, industrial and retail portfolios; such representation not only includes the transactional and operational work for these entities but also the condemnation litigation

  • Representation of real estate company registered on American Stock Exchange in its formation, roll up of partnership and operation of office building portfolio

  • Extensive condemnation litigation

  • Representation of major oil company in division and transfer of refineries and manufacturing complexes

  • Representation of public companies in connection with their real estate portfolio

  • Represent Fortune 500 company in facilities lease, $1.2 billion

  • Leverage lease financing, $90 million

  • Represented purchaser in acquisition of hotel from Japanese investors, $35 million

  • Acquisition of multi-phased apartment project, $80 million

  • Sale of two high-rise condominium projects, $150 million

  • Acquisition of office building complex, $55 million

  • Acquisition, development, construction, leasing, and sale of numerous office buildings ranging in size in excess of 1,000,000 square feet

  • Acquisition, development, and financing of $12 million convalescent facility

  • Representation of major tenants and landlords in office leasing ranging from 2,000 square feet to more than 1,000,000 square feet

  • Representation of major insurance companies in all equity investment and financing in Texas

  • Acquisition and development of a real estate multi-use subdivision with attendant country club

  • Representation of major oil company in division and transfer of five oil refineries and in all real estate work in the U.S.

  • Coordinate and perform due diligence and acquisition for the purchase/sale of $450 million office complex

  • Negotiations of numerous construction, development, and management contracts

  • Preparation of Zoning Ordinances, restrictive covenants, and PUD agreements

Energy Industry

  • Representation of numerous energy companies in their downstream activities from the wellhead to the service stations or other disposition points

  • Representation of international energy and manufacturing companies in their activities in the United States and U.S. companies in other countries throughout the world; such representation has included transactional work as well as international arbitrations

  • Represented Major Worldwide Refiner in sale to a non US entity of a 1/2 interest in a fuels refinery; and in the creation of a joint venture with the purchaser. Represented the resulting ownership entity in its subsequent construction and financing of a Coker in the fuels refinery. This involved the creation of new feedstock, tolling, processing and transportation agreements with international requirements since the feedstock was being transported from the Yucatan Peninsula and some of the product was being transported back to Mexico. Since only an interest in the fuels refinery was being transferred, the work also required the separation of the businesses in the refinery, including separation of pipelines, processing units, infrastructure, service contracts, communication contracts and governmental permits. The transaction also involved Exon Florio and Hart Scott Rodino filings and approvals with the US government

  • Separation of the Fuels refinery from the Chemical and asphalt refinery within major refinery; creation of joint ownership, shared facilities and operating agreements to avoid public utility issues; separate communications, co-own and operate infrastructure and develop product transfer models

  • Sale of a portion of the chemical business (resin and elastomers) in world wide refineries (US, Great Britain, France, Germany and the Pacific Rim) which entailed a separation of the facilities, establishment of co-ownership of the infrastructure, extensive definition of, indemnity for, and reserve and limitations of liabilities, environmental conditions, etc. This involved extensive separation and renegotiation of product streams, feedstock sources and offtake/customer contracts

  • Separated into different entities five US refineries with refining capacity of approximately 1,100,000 barrels per day in order to segregate the fuels refinery, the chemical manufacturing facilities, the asphalt businesses and in certain circumstances the downstream distribution facilities. This required an understanding of the physical aspects and businesses of each of the Refineries; the interrelation of the separate businesses; the product transfers among and between the businesses; the interstate and intrastate implications of the pipeline supply and distribution systems; the permitting, licensing, the ownership, use and licensing of IP and IT; the tax implications of the transfers; the separation of feedstock and offtake distributions systems, and all other aspects of each of the refining facilities such as Martinez, California, Anacortes, Washington, Wood River, Illinois, Norco Louisiana, and Midland Texas, and all of the terminal facilities, distribution facilities in most of the States of the United States

  • Represented major oil company in the three joint ventures that combines the fuels refining activities of a client with the US refining activities of two major energy companies. This work encompassed the transfer of refineries both as the transferor and the transferee. Therefore, all due diligence, ownership transfer of land and assets, transfer and assumption of liabilities, contracts and licenses and permits were required, as well as governmental compliance. The refineries were located throughout the US and consisted of fuels refining capacity in excess of 1.5 million barrels per day

  • Represented Petrobras in its bid to acquire the Good Hope refinery in form Orion Refining Corp, located in Norco, Louisiana, with capacity to produce 185,000 bpd (2003). T&K assisted Petrobras in the bid process, due diligence and negotiations. The refinery was reportedly sold to Valero Energy for an aggregate consideration of more than US $400 million. Petrobras was the second highest bidder in this transaction

  • Representation of a Major energy company (within the 15 top energy companies in the world) in the acquisition of a 1/2 interest in a refinery and trading business in the Houston area, including compliance with Exon Florion and Hart Scott Rodino and appearance before CFIUS

  • Representation of numerous energy companies in their downstream activities including from the wellhead to the service stations or other disposition points. Suck work included sale and acquisition of midstream and services station facilities'

  • Represented international energy company in acquisition and trading of upstream production

  • Formation and construction of an ethanol dehydration facility in the Virgin Islands

  • Representation of international energy and manufacturing companies in their activities in the United States and U.S. companies in other countries throughout the world; such representation has included transactional work as well as international arbitrations

  • Representation of services companies, E&P Companies, drilling contractors and royalty and mineral owners in day to day activities, including some litigation and arbitration of disputes

Media and Telecommunications

  • Representation of media companies in their formation, operation and sale of television stations and radio stations

Banking Industry

  • Representation of health care service providers in their formation, operation and merger and consolidation activities

  • Representation of manufacturing and service entities in various industries including steel mills, fabrication facilities, oil and gas companies, construction service companies, professional engineering firms, and architectural firms

Distinctions/Honors

  • The Best Lawyers in America® by Woodward/White Inc. (Banking and Finance Law, Natural Resource Law, Real Estate Law); 2003-2018

  • Texas Super Lawyers® by Thomson Reuters (Real Estate, Energy & Natural Resources, Business/Corporate); 2003-2017

  • Best Lawyers in Houston, Inside Houston; 2002

  • The Who's Who Registry; 1992-present

  • Best Lawyers in Houston, H Texas Magazine; 2004, 2005

  • Who's Who Legal: Texas (Energy; Real Estate); 2014-2017

  • "ICFM Leading Lawyers 500," InterContinental Finance magazine; 2013
  • The International Who's Who of Oil & Gas Lawyers; 2011  

Activities (Memberships/Affiliations)

  • Member, American Bar Association

  • Member, Houston Bar Association

  • Member, Houston Real Estate Lawyers Council

  • Fellow, Texas Bar Foundation

  • Fellow, Houston Bar Foundation

  • Member, College of the State Bar of Texas

  • Member, Texas Association of Bank Counsel

  • Committee Member, State Bar of Texas Subcommittee on legal fees paid by title companies, 1987

  • Committee Member and Author, chapter on financing in The Texas Homebuyer's Manual, 1985, State Bar of Texas