Eugene “Chip” F. Cowell III is principally engaged in representing companies, underwriters and investors in corporate finance and securities matters, with particular expertise in structuring complex financing arrangements and analyzing debt investment opportunities.

Practice & Background

Mr. Cowell focuses on debt finance, with extensive experience in high yield and investment grade debt offerings (including registered and Rule 144A offerings and private placements), revolving and term loan credit facilities, commercial paper and medium-term note programs, chapter 11 reorganizations and restructurings; and securitizations. He assists clients in designing and implementing complex financing structures, including shared/tiered collateral arrangements and multi-party subordination and intercreditor arrangements. Mr. Cowell also has wide experience in using debt tender and exchange offers and consent solicitations to achieve covenant modifications or lien releases.

Mr. Cowell is a seasoned indenture expert with in-depth market knowledge and a practical, solution-oriented focus. He advises issuers in achieving state-of-the-art enhancements in new financings, as well as assisting in ongoing covenant compliance matters, using work-around techniques to engineer solutions. He also advises funds and other financial institutions seeking debt investment opportunities, helping assess lien protection and covenant packages.

With broad capital markets experience, Mr. Cowell has advised underwriters in more than 75 debt and equity offerings involving a broad range of companies and represented issuers in more than 100 securities offerings. He uses extensive debt finance “know-how” to assist issuers in establishing financing flexibility through universal shelf registrations and other efficiency-focused mechanisms. He has also advised investment banking clients in developing standard form documentation and risk avoidance procedures.

Mr. Cowell also provides corporate finance and securities advice in chapter 11 reorganizations and workout matters, where he represents creditors, debtors and equity holders. His experience includes designing alternative structures to achieve optimal tax results.

The leader of the Houston office diversity committee, Mr. Cowell also sits on the firmwide diversity committee. He has served on the American Bar Association’s Committee on Uncertificated Debt Securities, and he has authored or co-authored a number of articles on corporate finance matters.

Prior to joining Akin Gump, Mr. Cowell practiced with two other international law firms in Houston and New York and served as law clerk to The Hon. Betty Binns Fletcher, U.S. Court of Appeals, Ninth Circuit, Seattle, Washington.

Representative Matters

Mr. Cowell has substantial debt finance experience involving energy sector participants including:

  • oil and gas exploration and production companies
  • oilfield service companies
  • oil and gas transportation companies
  • specialty chemical and renewable energy manufacturers
  • electric power producers.

Mr. Cowell’s representative experience includes advising:

  • initial purchasers in a $400 million offering of senior secured notes by an international maritime energy company
  • initial purchasers in a $250 million offering of senior notes of a public energy company
  • underwriters in a $300 million offering of senior notes by a public energy company
  • a public energy company in its $1.5 billion offering of senior notes
  • a public energy company in its $5.5 billion offering of senior notes
  • an electric utility company in its offering of $300 million of senior secured notes secured by first mortgage bonds
  • an energy MLP in its $200 million offering of senior notes
  • a public energy company in its offering of $150 million of convertible senior notes
  • an energy company in its $500 million offering of senior notes (initial public offering)
  • a chemical company in its $150 million offering of senior secured notes
  • a public energy company in its debt tender offer for $1 billion of senior notes
  • a public energy company in its tender offer and consent solicitation for $1.65 billion of second-priority senior secured notes
  • a public energy company in its tender offer and consent solicitation for $175 million of senior notes
  • a public energy company in its $2.5 billion revolving credit facility
  • an energy MLP in its $1.0 billion revolving credit facility
  • a public energy company in its $900 million revolving credit facility
  • an institutional lender in its $20 million revolving credit facility for a private exploration and production company
  • official creditors committee of a renewable energy company in its issuance of $155 million of senior secured notes upon chapter 11 reorganization
  • official creditors committee of a metal production company in its $285 million first lien/second lien shared collateral credit facilities upon chapter 11 reorganization.

Community Involvement

Mr. Cowell is involved in community and charitable activities including:

  • Chairman, Board of Adjustment, City of Hunters Creek Village
  • Assistant Scoutmaster, Troop 8, Boy Scouts of America
  • Board of Stewards, Finance and Serving Committees, Chapelwood United Methodist Church
  • Facilities Committee, Houston Racquet Club
  • Board of Directors, Bulldogs Intern Program Co-Chair, Yale Club of Houston.