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Editorial

Overview

A busy 2015, which has continued into the early months of 2016, confirms a trend towards further growth in the asset finance field. Growth in the global market has pushed an increasing number of firms to strengthen their international coverage, and, in addition, the market generally continues to diversify. The aviation sector remains the main focus for most firms - with Macquarie Group’s $4bn purchase of a 90-aircraft portfolio from AWAS representing the largest transaction of 2015 - but asset finance advice in the rail and maritime sectors has also increased in importance in the US market.

Investment grade deals remained relatively stable, with well-established issuers continuing to access the market for their regular financing requirements. This of course included the financing of acquisitions, which, given the bumper year for M&A deals, was a key driver of debt issuances. Indeed, most of the largest bond deals of 2015 were used to fund major takeovers.

The economic slowdown in China and the drop in energy prices contributed to a significant drop in equity capital markets activity throughout 2015, particularly within the energy sector. Hi-tech growth companies accounted for most of the IPOs done in the market, and life sciences companies were also highly active, with a number of successful IPOs being completed in the healthcare and pharmaceuticals sectors. Among the largest successful debuts of 2015 were the IPOs of wearable technology company Fitbit and payment technology solutions company First Data.

In 2015, the international capital markets saw a continuation of trends seen in 2014, with fluctuating levels of activity across the different products. The first half of the year saw a thriving international debt market, but the second part of the year proved difficult for both issuers and underwriters.

Given its susceptibility to market jitters, the high-yield market was an altogether different story to the investment grade space, particularly in the second half of the year. New issuances more or less dried up, so the bulk of the work in this space revolved around refinancing and restructuring.

There was a noticeable drop-off in sponsor activity and deal size in the commercial lending market, which was evident from the third quarter of 2015 onwards. As a result of this, there has been a considerable drop-off in big-ticket transactions, as bank lenders have taken a more cautious approach. On the flip side, middle-market deals remain largely unaffected, which is partly attributed to the number of alternative lenders in the market. The market share of non-traditional lenders has continued to grow thanks to the less demanding regulatory requirements they face in comparison to the banks. This has been a boon to law firms that have focused their lending practice on this space, while others are keen to make up lost ground and expand into this area. Of note is the recent trend among direct lenders of ‘clubbing up’ to finance deals at the upper end of the market, where bank financing is not presently available.

Enacted in 2010, the Dodd-Frank Act was aimed at reining in the riskier practices that exposed banks and other lenders to huge losses and consequently led the government to step in and bail-out the banks using tax-payers money. While the majority of the provisions have come into force - as is probably to be expected in a document that runs to over 2,300 pages long - the ‘devil is in the detail’, and there is consequently still a huge amount of work for lawyers operating in the field, as clients seek to understand and comply with its regulations, many of which are still more than a little ambiguous. After a long gestation period, the Volcker Rule came into force in July 2015, and this continues to account for a significant amount of activity for law firms in the industry, in relation both to pure advisory work and to strategic and structural M&A, as banks seek to adapt to this transformative regulatory change. ‘Too big to fail’ considerations also continue to be a huge headache for so called systemically important financial institutions (SIFIs) - banks with assets in excess of $50bn - as regulators attempt to reduce the probability that these SIFIs will fail and, if they do, that their failure will be cushioned by orderly procedures put in place by resolution planning, thus having, at least in theory, a less contagious effect on the financial industry as a whole. With the Federal Reserve placing increased pressure on the largest banks in the industry to expand their capital buffers to better absorb losses and reduce their reliance on more volatile forms of lending, many continue to divest of non-performing divisions and look to the capital markets to raise capital. Firms at the top of the ranking will have a deep involvement in these key concerns, both from an advisory and regulatory-driven transactional perspective. Weight is also attached to the diversity of a firm’s client base, and while major investment banking mandates are headline grabbing and important, there are numerous other types of financial services entities that have been affected, from asset managers to insurers. The ranking also pays attention to cross-border capability, particularly in light of the increased tendencies for global regulators to collaborate.

Recent scandals in the not-for-profit (NFP) space have prompted NFP governing boards to focus more vigilantly on their obligations towards their institutions. Consequently, law firms are increasingly advising clients on their corporate structures, reviewing corporate bylaws, policies and procedures, and assisting with audits and internal compliance.

Furthermore, ongoing scrutiny by the IRS, state attorneys general and local taxing authorities of the charitable and tax-exempt status of organizations, together with legislation such as the Affordable Care Act and New York’s Nonprofit Revitalization Act (which took effect in July 2014 and marks the first major overhaul of New York’s nonprofit laws in over 40 years) also continue to supply NFP legal practices with steady streams of compliance work.

Key moves in the NFP legal market saw Loeb & Loeb LLP hire Washington DC-based Diara Holmes and Marcus Owens (a former director of the IRS Exempt Organizations Division) from Caplin & Drysdale, Chartered. Davis Wright Tremaine LLP also grew its practice with the recruitment of former New York State assistant attorney general in charge of the New York Charities Bureau Daniel Kurtz; and San Francisco and New York-based Jean Tom joined from Patterson Belknap Webb & Tyler LLP.

Despite low commodity prices, the US project finance market remains fairly strong. Oil and gas companies have been soliciting alternative financing sources, such as mezzanine funds, but traditional lenders such as BNP Paribas, Société Générale and Deutsche Bank continue to fund projects.

The year’s most exciting story was the rise and fall of the yieldco. Formed by energy giants such as SunEdison and Abengoa, they initially returned stable, burgeoning yields and, along with tax equity investors, constituted the major driver of market activity. In late 2015, however, yieldcos saw a decline in fortunes, due largely to their inability to acquire assets and development projects at a rapid enough rate. They were also rendered less profitable thanks to the 0.25% increase in interest rates, the first in nearly a decade. In light of yieldcos being overvalued and over-paying for projects, warehouse transactions are becoming increasingly prominent.

Renewables financing continues apace. December 2015 saw the extension of investment tax credits and production tax credits; the federal budget is fairly renewables-friendly considering the uncertain state of the US’ oil and gas sector. Coal-fired power plants are slowly but steadily being usurped by gas-fired power plants. Moreover, the WIFIA (Water Infrastructure Finance and Innovation Act) is attempting to do for water and wastewater infrastructure projects what the Transportation Infrastructure Finance and Innovation Act (TIFIA) did for transportation infrastructure.

The other major event of December 2015 was the relaxation of decades-long restrictions on exporting crude oil, although low commodity prices are likely to continue causing problems for the US’ LNG sector.

Though yet to see an uptick in distressed debt work, following a marked drop in major roles for successive years, the Chapter 11s of Caesars Entertainment Operating Company and Energy Future Holdings (EFH) - which held a combined total of $58bn in liabilities - provided a flood of instructions for New York and Chicago restructuring teams. The trophy lead debtor roles in both went to Kirkland & Ellis LLP’s powerhouse company-side group (Sidley Austin LLP secured a lucrative co-counsel role in EFH), with keynote creditor roles obtained by firms as diverse as Jones Day, O’Melveny & Myers LLP, and Fried, Frank, Harris, Shriver & Jacobson LLP, which belied its relatively compact size by acting for the holder of one of the largest pieces of EFH debt. EFH aside, the anticipated energy mega-bankruptcies, particularly in Texas oil and gas, are yet to come. Accordingly, it is firms that can leverage their reputation in the energy sector that may be best placed to gain roles in the next major bankruptcy. Vinson & Elkins LLP and Norton Rose Fulbright US LLP are obvious examples, but it is only Akin Gump Strauss Hauer & Feld LLP that combines globally renowned energy expertise with substantial restructuring footprints in both New York and Texas. In a high-profile lateral hire, Jenner & Block LLP hired Richard Levin from Cravath, Swaine & Moore LLP.

In the municipal restructuring and bankruptcy space, work on headline cases such Jefferson County, the City of Stockton and the City of Detroit is drawing to a close, so it has been more recent cases that have kept lawyers busy. As Congress seeks a solution to Puerto Rico’s $70bn debt crisis, San Bernardino’s fiscal recovery plan is underway. Alongside bankruptcy expertise, firms require public sector knowledge to advise on restructurings in the municipal space, as investors and bondholders are often subject to challenges by public sector workers and pension funds. Settlements resulting in redundancies, or reductions in public services or the pensions of public sector workers, inevitably attract public attention, so political considerations are an important aspect of this type of work.

The perception among legal professionals is that activity within the structured finance market is steadily increasing and that this trend is likely to continue. The appetite for less risky innovative transactions continues, despite the enactment of legislation implementing more stringent regulations (e.g. Dodd-Frank Act and the Volcker Rules). A renewed but cautious interest in new financial products is steadily increasing. There is also a higher demand for innovative esoteric assets.


Asset finance and leasing

Index of tables

  1. Asset finance and leasing
  2. Leading lawyers

Leading lawyers

  1. 1

Clifford Chance’s asset finance practice provides ‘genuinely excellent legal advice’ and is ‘clearly worth the money’. The highly reputed and ‘very knowledgeable team’ has longstanding experience in assisting investment banks, export credit agencies (ECAs), investors, airlines and aircraft leasing companies with all aspects of asset finance and leasing matters, and demonstrates particular cutting-edge expertise in securitizations and equipment trust certificate (EETC) issuances. In a recent highlight on the securitization front, practice co-head Zarrar Sehgal advised Goldman Sachs on the issuance of $556m of senior secured asset-backed loans by Apollo Aviation Securitization Equity Trust 2014-1, and on the M&A side, practice co-head John Howitt led a team that represented Milestone Aviation Group, the world’s largest helicopter leasing company by fleet value, with its $1.78bn sale to GE Capital Aviation Services (GECAS). The New York-based, four-partner group also receives a steady stream of work from AWAS, and recently assisted the prominent aircraft leasing company with its first private placement term loan worth $350m. The firm’s blue-chip client base also includes BNP Paribas, LATAM Airlines Group and new client Global Jet Capital. The ‘very experiencedEmily DiStefanofocuses on the important issues’ and is ‘always calm and collected’.

Widely recognized in the aviation industry for its deep asset finance and leasing expertise, Milbank, Tweed, Hadley & McCloy LLP’s 20-strong transportation and space team is frequently involved in the market’s most prominent transactions, and has a particular strength in EETC deals. Acting for banks and underwriters, the 2015 caseload included several highlights: Elihu Robertson and James Pascale assisted Morgan Stanley and other underwriters with a $1.1bn EETC offering, and Credit Suisse Securities and Deutsche Bank Securities with a $1.2bn EETC offering, both by American Airlines. In other work, Pascale assisted Magnetar Capital with the $600m purchase by an entity advised by the client of a ten-aircraft portfolio from AerCap Holdings, and practice head Drew Fine and Helfried Schwarz represented AWAS and its owners Terra Firma and CPP Investment Board in an agreement to sell a $4bn portfolio of 90 aircraft to Macquarie Group. Other key clients include Apollo Aviation, AirAsia X and Citigroup. All attorneys mentioned are based in New York.

Vedder Price’s ‘excellent’ global transportation finance team stands out for its ‘impressive industry knowledge’, ‘deep and broad experience’ and ‘outstanding business acumen’. With 21 partners in the US alone, the team is highly adept at advising high-profile clients in the aviation industry as well as the rail and maritime sectors, where it provides experience in transactional and regulatory matters. The group recently assisted longstanding client Export-Import Bank of the US (EXIM) with the issuance of $1.2bn of EXIM guaranteed bonds for multiple airlines and operating lessors to finance aircraft and other equipment. It also acted as lead counsel to Macquarie Group in the $4bn purchase of a 90-aircraft portfolio from AWAS; this acquisition represented the largest transaction in the aviation sector in 2015. Highlights in the rail industry included advising Macquarie Bank on the sale of Macquarie Rail assets to First Union Rail, and in EETC work, the group represented Air Canada in the $1.03bn EETC financing of nine Boing 787 aircraft. The ‘extremely knowledgeable and bright’ Dean Gerber leads the practice from Chicago, where the recommended Josh Gentner and Geoffrey Kass are also based. In New York, Denise Blau ‘makes tax aspects absolutely understandable’ and Mehtap Cevher Conti was promoted to the partnership. The Los Angeles team was further strengthened by the arrival of Raviv Surpin, who joined from AerCap.

Strongly recommended for its ‘excellent response times, industry knowledge and value for money’, Holland & Knight LLP’s asset finance and leasing team has a particularly good track record in the aviation and shipping sectors, where it advises international banks, sea and air carriers, leasing companies, ECAs and multinational companies on the entire spectrum of asset finance transactions. Spread over the firm’s New York, Los Angeles and San Francisco offices, the group has lengthy experience in both domestic and cross-border matters, with a particularly strong focus on Latin America. Notable highlights included assisting Aircastle with the multimillion-dollar purchase and leaseback of ten new A320 aircraft from Brazilian carrier Avianca Brazil as well as of a new A330 aircraft from Colombia’s Avianca. In other major cross-border mandates, the team advised BBAM Aircraft Management on a $1.2bn aircraft portfolio securitization and sale to a Bermuda entity, and acted as Marshall Islands’ counsel to Deutsche Bank regarding a $3bn revolving senior secured credit facility used to refinance debt relating to the acquisition of four drilling rigs by Seadrill. Clients also include Citibank, Southwest Airlines and Wilmington Trust. In the New York office, Phillip Durham ‘knows the issues inside out’ and ‘is keen to get the deal done without having to prove that he is the smartest guy in the room’, practice head John Pritchard and Richard Furey are both ‘excellent’ and Fred Bass is also recommended. Further expanding its West Coast presence, the firm hired Brian Daigle and of counsel Ronald Goldberg in Los Angeles, who both joined from Akin Gump Strauss Hauer & Feld LLP.

Clients appreciate Norton Rose Fulbright US LLP’s ‘great industry knowledge’ of both aviation and shipping and the ‘very good value for money’. The firm’s offices in Europe, Asia and Australia support a global practice, which in the US is headed by James Tussing in New York. The ‘excellent’ transport and asset finance team handles a continuous flow of aircraft portfolio acquisitions and sales, leasing, and financings for major clients such as AWAS and Apollo Aviation. In notable highlights, the ‘deeply knowledgeable and practicalSean Corrigan led advice to Emirates on the first ever ECA-backed Sukuk (Islamic bonds), the proceeds of which ($913m) were used to finance four Airbus A380; he also assisted LATAM Airlines as borrower with a $250m engine portfolio financing. The ‘very experiencedBrian Devine and Brad Berman add significant expertise in ship finance to the team; in a recent highlight, Devine advised ABN AMRO Bank and Citibank as lenders on a $760m fleet financing. Other key clients include Deutsche Bank, Citibank and Air Canada. Alyssa Marie Vazquez made partner in 2015 and focuses on aviation finance.

In 2015, Pillsbury Winthrop Shaw Pittman, LLP’s ‘very good’ transportation finance group welcomed the arrivals of Barry Biggar in New York and the ‘very knowledgeable and hard-working’ Jason Greenberg as special counsel in Los Angeles, while New York-based Daniel Richards made partner. In a year of change, it also saw the departures of capital markets and structured finance experts William Bowers and Peter Morgan to Winston & Strawn LLP. Despite the upheaval, the group continues to have an impressive profile in the market and assists numerous (mainly foreign) airlines, commercial and investment banks, leasing companies and manufacturers. Proving once again its particular strength in debt financing and leasing, the team recently represented BNP Paribas and structuring agent Goldman Sachs as joint book-runners in a $667m multi-tranche 144A debt issuance by AIM Aviation Finance Limited, and advised Norddeutsche Landesbank Girozentrale and a syndicate of participant banks on the $210m lease financing of three separate B777F aircraft acquired by third-party equity investors. Other 2015 highlight work included closing the world’s first Japanese yen-denominated EETC transaction for Turkish Airlines’ $125m financing of three new Airbus A321 aircraft. New York-based Mark Lessard jointly heads the practice with Thomas Zimmer, and Charlotta Otterbeck is also recommended.

White & Case LLP recently grew its global asset finance practice with the hire of Jessica Zhou from Milbank, Tweed, Hadley & McCloy in Hong Kong, who brings considerable experience in US-based structured financings in the aviation and rail sectors. While the new arrival contributes to the group’s steadily growing strength in complex cross-border deals, the US-based team continues to be increasingly active in EETC matters for both domestic and international carriers. In a notable highlight, Ji Hoon Hong assisted Atlas Air with the $223m partial refinancing of three EETC transactions, involving a redemption of all of the equipment notes related to five aircraft. Elsewhere, the team advised Citibank as administrative agent on a $1.15bn credit facility for American Airlines, consisting of a revolver of up to $400m and a term loan of up to $750m. Highlight matters in the shipping sector included assisting United Arab Shipping Company with a $240m enhanced maritime trust certificate (EMTC), and advising Nordea Bank Finland on a $581m senior secured credit facility to Gener8 Maritime Subsidiary II to refinance existing debt of General Maritime related to 25 tanker vessels. Christopher Frampton and Chris Hansen head the practice from New York and Miami respectively.

Headed by the highly regarded John Curry, Debevoise & Plimpton LLP’s global aviation practice has seven ‘very strong’ partners and three counsel with longstanding experience in financing and capital markets, restructuring, fleet transactions and M&A. The team is particularly known for its representation of domestic and international airlines and recently assisted Spirit Airlines with its $576.6m 2015-1 EETC offering and Delta Air Lines with its $500m 2015-1 EETC offering. Longstanding client American Airlines also continues to rely on the team’s financing expertise: in 2015, the group advised the industry heavyweight on several mortgage financings and facilities and also represented the client as lessor in separate leases of a large number of vintage E145 aircraft to Trans States Airlines and ExpressJet Airlines. In other cross-border aviation work, the group advised CHC Helicopter on a $145m asset-based revolving credit facility. Counsel Raymond Wells and Le Lam are also recommended. All mentioned attorneys are based in New York.

Entirely focused on the aviation industry, Hughes Hubbard & Reed LLP has an impressive track record advising high-profile US and international investment banks and leasing companies (such as Goldman Sachs, Deutsche Bank and AWAS) and leading domestic and foreign airlines on aviation financing structures, including EETCs and ABS. In a major highlight, Washington DC’s particularly visible Steven Chung advised on the formation and financing of joint venture Blackbird Capital - between Air Lease Corporation and Napier Park Global Capital - which will spend approximately $2bn acquiring new aircraft by the end of 2016. Other highlights included representing Wells Fargo as trustee, operating bank and security trustee in a $667m aircraft asset-backed securitization for Deucalion Limited and in a $261m aircraft asset-backed securitization for AWAS. In another leasing highlight, New York-based practice head John Hoyns assisted United Airlines with its agreement to lease up to 25 used Airbus A319 aircraft from AerCap.

Kaye Scholer LLPtends to stand out due to its expertise level’ and ‘offers tremendous value’ in the form of ‘extensive legal and business acumen’, ‘personable, coherent advice’ and ‘an eye for detail’. With a particular focus on the aviation and rail industries, the mainly New York-based team, which clients consider ‘deep enough to take on large and sophisticated transactions’, is adept at advising on complex domestic and cross-border matters. In 2015, the group advised Philippines-based carrier Cebu Air on the $105m sale and leaseback of six Airbus A319 to Allegiant Air, assisted Limex Sicar with the $15m acquisition of a new Citation XLS aircraft from Cessna, and represented 328 Group, a collection of aviation companies, in its $90m sale to SNC International. Highlights in the rail sector included assisting Credit Suisse with a $100m bridge loan secured by freight railcars and leases to Longtrain Leasing II, and subsequently representing the client as structuring agent and initial purchaser in a Rule 144A $625m offering, the proceeds of which were partly used to refinance the bridge loan. ‘Extremely experienced and creative’ practice head Michal Mulitz has ‘outstanding business insight’ and ‘always listens to your needs’, and Chicago’s William Fellerhoff attracts praise for his ‘good understanding of issues and commercial thinking’. Henry Morriello and Kurt Skonberg are also recommended.

Latham & Watkins LLP’s structured finance and securitization group has a superb reputation for its asset finance and leasing expertise and regularly handles securitizations of rental car fleets, cell tower assets and aircraft. In recent highlights, practice head Kevin Fingeret and Graeme Smyth led advice to American Airlines as issuer in a $1.06bn EETC offering for the financing of 21 aircraft and on a separate $1.2bn EETC offering to finance the purchase of 28 aircraft; the duo also advised Citigroup Global Markets as initial purchaser on a $712m sub-prime automobile loan securitization. Other work included assisting Guggenheim Securities as arranger with a $200m structured bridge loan to Vertical Bridge to acquire a portfolio of broadcast towers and related assets from iHeartMedia. All attorneys mentioned are based in New York.

Mayer Brown has longstanding experience in assisting with railcar and aircraft financings, with particular expertise acting for lenders. The group, led by New York-based George Miller, recently represented Credit Suisse as an agent for a $1bn syndicated railcar warehouse facility, advised Morgan Stanley and Citigroup Global Markets as initial purchasers on a Rule 144A $500m offering by BNSF Railway, and assisted Bank of America Merrill Lynch with a proposed $270m interim financing of the acquisition of rolling stock for the All Aboard Florida passenger rail project. Other recent work includes advising on EETCs and lease securitization structures. Julie Gillespie in Chicago is another name to note.

Shearman & Sterling LLP’s well-established asset finance practice covers advice on the whole spectrum of securitizations and structured finance across multiple asset classes, ranging from solar equipment and real estate to automobiles and aircraft. Based out of New York, the 11-partner Americas structured finance group is jointly headed by Joshua Thompson and Bjorn Bjerke, and recently welcomed counsel Charles Thompson from Cleary Gottlieb Steen & Hamilton LLP, who brings additional capital markets expertise to the table. In a major 2015 highlight, the team assisted OneMain Financial as sponsor with a $3bn warehouse variable funding note securitization of consumer loans. Other key clients include Citigroup, General Electric and Société Générale.

Simpson Thacher & Bartlett LLP fields a five-partner lease and transportation financing group, led by Alan Brenner, which advises vendors, lessors and lenders on aircraft finance transactions and cross-border operating leases, among other things. In 2015, the team handled a diverse mix of matters, including representing JPMorgan and Barclays as lenders in the $2bn refinancing of Delta Air Lines, comprising a $500m term loan and a $1.5bn revolving credit facility, and advising JLL Partners on the financing of its acquisition of Aviation Technical Services. In another major highlight, the team assisted several underwriters and arrangers with multiple financing matters related to Air Lease Corporation, including a $600m public offering.


Capital markets: debt offerings

Index of tables

  1. Capital markets: debt offerings - advice to issuers
  2. Capital markets: debt offerings - advice to managers
  3. Leading lawyers

Leading lawyers

  1. 1

Cleary Gottlieb Steen & Hamilton LLP, praised for being ‘service-oriented and sensitive to pricing’, continues to be sought out by issuers and underwriters to advise on some of the most complex and high-value capital markets deals in the market. In early 2015, the firm assisted Actavis with its purchase of Allergan, which included financing via a $21bn notes offering; the bond deal, led by Jeffrey Karpf, was the second largest corporate debt issuance ever. The firm does not appoint practice heads, but other key names include Craig Brod and Michael Volkovitsch; Volkovitsch acted for Credit Suisse in what was the first issuance of ‘bail in’ securities by a Swiss bank, further demonstrating the firm’s leading-edge practice. On the bank side, in relation to a series of debt deals by AIG, Brod and Karpf advised various parties including underwriters, structuring agents and dealer managers. Counsel James Small left for an in-house role while Adam Brenneman was promoted to partner.

The team at Cravath, Swaine & Moore LLP is hailed by one client for its ‘truly outstanding level of service’ and for the ‘remarkable impact on every deal that we have worked on together’. The securities team, led by ‘best in the business’ William Whelan, advises issuers and underwriters on major debt deals spanning a wide array of industries, including healthcare, real estate and media. Highlights included acting for Qualcomm on its $10bn debut debt offering and assisting Time Warner with two offerings totaling $2.8bn; Scott Bennett led on the former, and Johnny Skumpija and William Rogers on the latter. On the underwriter side, a team led by Stephen Burns and Andrew Pitts advised JPMorgan, Mizuho Securities, Wells Fargo Securities, Morgan Stanley, Barclays and Citigroup on Actavis’ $21bn senior notes offering. William Fogg, Craig Arcella and Kris Heinzelman are also names to note.

Davis Polk & Wardwell LLP has a stellar reputation in the field of capital markets, and in the investment grade space it advises some of the world’s biggest issuers including ExxonMobil, Comcast and Freeport. Standout engagements in the past year included advising Visa on its $16bn notes offering and acting for the representatives of the underwriters on AbbVie’s $16.7bn notes offering. The first matter, led by Joseph Hall, was the second largest securities offering by a financial technology company ever; the second, led by Richard Truesdell, was the largest securities offering by a pharmaceutical sector issuer ever. Hall and Truesdell are based in New York along with Michael Kaplan and other senior members of the team while Bruce Dallas and Alan Denenberg are based in Menlo Park and are part of the firm’s strong West Coast presence.

The ‘exceptional’ capital markets practice at Sidley Austin LLP is jointly headed by New York-based Edward Petrosky, Craig Chapman and William Massey and Chicago-based Kevin Blatchford. The team has had a busy year despite market turbulence; highlights included advising new client BorgWarner on its issuance of $1bn of senior notes and acting as designated underwriters’ counsel in relation to Disney’s $2bn notes offering. Eric Haueter, who handled the Disney work, is ‘careful and detail-oriented’. Petrosky, who acted on the BorgWarner matter, also led the advice to Simon Property Group, a leading REIT, on notes offerings totaling $1.1bn. The REIT space is a rich source of financing work for the practice, as are private equity and corporate acquisitions. Other names to note are Aryeh Zarchan, James O’Connor and Robert Ryan, all based in New York.

Arthur Robinson’s team at Simpson Thacher & Bartlett LLP is ‘world class’, say clients. ‘The overall level of service is excellent - the response times could not be better and the experience, industry knowledge and business acumen are particularly impressive’. The team generates a lot of work through its first-rate private equity practice, acting for portfolio companies and as designated underwriters’ counsel; it also represents major public companies. Palo Alto-based William Brentani, who ‘has a depth of experience and a practical nature that allows clients to move quickly and effectively’, handles a lot of debt work for Microsoft, and in 2015 he advised it on offerings totaling $23.75bn. Kevin Kennedy and Daniel Webb, also in Palo Alto, advised the underwriters on a series of debt offerings by Apple totaling $23.7bn. Roxane Reardon, Kenneth Wallach and Andrew Keller also stand out; they are based in New York, as is Mark Brod, who returned from the firm’s London office in early 2015.

The ‘outstanding’ team at Sullivan & Cromwell LLP is hailed for its depth and consistency of quality: ‘from partners to associates it delivers excellent service.’ A notable highlight in 2015 was acting as designated underwriters’ counsel in relation to AT&T’s $17.5bn notes offering, the third largest corporate bond deal ever. The ‘very reasonablePatrick Brown led on that matter. Brown is based in Los Angeles, but most other key members of the group are based in New York, including Robert Downes who advised the Building Materials Corporation of America on its $1.1bn senior notes offering and John Estes who handled Cheniere CCH HoldCo II’s $1bn offering of secured payment-in-kind (PIK) convertible notes. New York-based Robert Buckholz and David Harms are also highly regarded; Buckholz advised the underwriters on two offerings by Becton Dickinson, including an exchange offer, and Harms assisted the underwriters with two offerings by United Technologies.

Cahill Gordon & Reindel LLP is counsel of choice for many investment banks and as such advises underwriters in a huge number of investment grade and high-yield debt deals each year. Recent highlights include advising the joint book-running managers and co-managers on the $15.5bn Rule 144A/Regulation S notes offering by CCO Safari II (a subsidiary of Charter Communications), the proceeds of which will be used to complete Charter’s pending acquisition of Time Warner Cable. John Tripodoro, Corey Wright and Brian Kelleher led on that matter. Elsewhere, a team led by Ann Makich and Michael Reddy assisted the underwriters with a $4bn public offering by Comcast while a team led by Daniel Zubkoff and Douglas Horowitz acted for the underwriters in a $650m public offering by Xerox. Other names to note are William Hartnett, James Clark and Susanna Suh.

Kirkland & Ellis LLP’s capital markets team focuses largely on issuer-side work. It represents a mix of private equity sponsors, portfolio companies and corporate clients in the full array of debt and equity transactions, including complex exchange offers, where it benefits from the firm’s first rate restructuring practice. The firm has a focus on the complex high-yield market, but it also handles investment grade work for the likes of Boeing, Kellogg’s and Heinz. In 2015, in a particularly standout matter, New York-based Joshua Korff advised Heinz on its offering of notes totaling $12bn, the proceeds of which part financed its merger with Kraft. In another highlight, Richard Aftanas and Ross Leff, also in New York, advised Exelon on its offering of $4.2bn of senior unsecured notes. Other key contacts include Dennis Myers, Christian Nagler and Robert Hayward.

Latham & Watkins LLP’s capital markets practice, headed by Marc Jaffe in New York and Patrick Shannon in Washington DC, is one of the largest in the world, advising on all product types across a wide array of industries. The team has longstanding ties with many of the key underwriters, but the steady expansion of the firm’s private equity client base means issuer-side representations now account for roughly half its work in this area - particularly in the investment grade arena. Notable recent matters include advising the underwriters on CNO Financial’s $825m offering of senior notes and assisting CommScope with its $3bn acquisition of certain businesses of TE Connectivity, including debt financing via a $2bn notes offering. Jaffe and Senet Bischoff led on the former; Shannon and Jason Licht led on the latter. As an example of the firm’s cross-border expertise, a team led by Chicago-based Roderick Branch acted for Illinois Tool Works in its offering to European investors of €1bn of New York-listed notes. Kirk Davenport and Ian Schuman are other key names.

Shearman & Sterling LLP has capital markets lawyers based in its New York, Washington DC, Palo Alto and San Francisco offices, as well outside the US in Toronto and Sao Paulo. Led by David Beveridge, the ‘deep bench’ operates ‘at the highest level’, providing ‘significant strength in business acumen and appropriateness of advice and value’. Investment grade debt is a core strength and the firm regularly acts for issuers and underwriters. Highlights included advising Bank of America Merrill Lynch, Barclays, JPMorgan and Goldman Sachs on Qualcomm’s launch of a $4bn commercial paper program and CVS Health on a registered shelf takedown offering of $15bn of senior notes. Stephen Giove led on the latter while Lisa Jacobs led on the former. Other key names are Jonathan DeSantis, Michael Benjamin and former department head and Latin America specialist Antonia Stolper. Newly promoted partner Merritt Johnson is described as ‘very hard working’ with ‘great client coverage’.

Given its huge M&A practice, it stands to reason that Skadden, Arps, Slate, Meagher & Flom LLP is strong on corporate finance. An impressive year for the firm includes advising Coca-Cola on what was the largest-ever issuance of euro-denominated bonds by a US company - €8.5bn; this was led by Dwight Yoo. In another notable matter, Stacy Kanter acted for longstanding client Gilead Sciences in its $10bn notes offering. Michael Zeidel handled a novel matter, assisting CS&L and Windstream with a debt-for-debt exchange involving an offering of $1.6bn of CS&L debt securities. The team also acted as underwriters’ counsel in two debt offerings by Brixmor Operating Partnership. Gregory Fernicola is also recommended.

Weil, Gotshal & Manges LLP is commended for its ‘excellent work’ advising issuers and underwriters on high-yield and investment grade debt offerings, often in the context of acquisition finance. Following the retirement of Matthew Bloch, Alexander Lynch is now sole head of the team, which also includes Jennifer Bensch, Frank Adams and Corey Chivers. Highlights from 2015 included Bensch advising H&R Block on a $1bn offering of senior notes by its subsidiary Block Financial; Adams acting for the underwriters in a $2.4bn notes offering by Harris Corporation to finance its $4.75bn acquisition of Exelis; and Chivers handling, for the underwriters, two notes offerings by Microsoft valued at $13bn and $10.75bn respectively. The firm’s premier restructuring practice is also a source of work for the team, and a significant matter in this regard was assisting, with Chivers leading, GE Capital with a $36bn debt exchange offer as part of GE’s strategy to shrink its financial services arm.

David Kirkland and Kelly Rose head Baker Botts L.L.P.’s firmwide corporate department out of Houston. The largely Texas-based team has a clear strength in the energy market, regularly advising issuers, private equity sponsors and underwriters in relation to securities offerings. Recent examples include advising Halliburton on its $7.5bn senior notes offering and acting for Valero Energy on its $1.25bn senior notes offering; Rose led on the first of these and Gary Spedale on the second. On the underwriter side, Tull Florey assisted Deutsche Bank, BNP Paribas, Citigroup and Morgan Stanley with Enbridge Energy Partners’ $1.6bn offering of senior unsecured notes.

Debevoise & Plimpton LLP’s ‘very knowledgeable, very thoughtful’ team earns praise from clients for being ‘in tune with the industries’ in which they work. Led by Steven Slutzky and Matthew Kaplan, it team handles the full array of capital markets transactions for its clients, which include public company, financial institution and private equity issuers, and to a lesser extent underwriters. A standout matter in 2015 was advising Spirit Airlines on its $577m debut offering of enhanced equipment trust certificates (EETCs), the proceeds of which will be used to finance 15 new aircraft. This deal, which was led by Kaplan, is an example of the type of nonstandard matters the team often works on. Other highlights include Kaplan assisting Corporate Risk Holdings with various matters relating to its Chapter 11 proceedings, including refinancing and restructuring around $2bn worth of debt. Other key figures include Peter Loughran, who handled a series of debt deals in 2015 for International Paper.

Stuart Gelfond and Daniel Bursky lead the ‘top-notch’ capital markets team at Fried, Frank, Harris, Shriver & Jacobson LLP, which earns praise for ‘consistently exceeding all reasonable expectations’ and for an overall level of service that is ‘beyond compare’. The team handles a wide range of capital raising transactions for the firm’s numerous corporate and private equity clients and also acts regularly as underwriters’ counsel. Highlights in 2015 included advising Merck on a €2.5bn offering of euro-denominated notes, a concurrent tender offer to purchase any and all of certain outstanding notes totaling $1.8bn, and a subsequent $8bn notes offering. On the underwriter side, Gelfond and Mark Hayek acted for Goldman Sachs, JPMorgan, Morgan Stanley and Wells Fargo in Quest Diagnostics’ $1.2bn notes offering. Other key names include Joshua Coleman and Andrew Barkan.

Gibson, Dunn & Crutcher LLP has relationships with some of the largest corporations and financial institutions in US, including Mondelēz, Capital One, General Electric and Intel. These relationships supply a steady source of financing work for the practice; in an example from 2015, a team led by San Francisco-based Stewart McDowell closed a $7bn notes offering for Intel, the proceeds of which helped fund Intel’s acquisition of Altera. Also in 2015, a team led by New York-based Andrew Fabens advised Mondelēz on a euro-denominated notes offering and its first-ever offerings of sterling-denominated and Swiss franc-denominated notes. On the underwriter side, Douglas Smith acted for Wells Fargo Securities in relation to a series of issuances totaling $17.55bn. McDowell and Fabens chair the practice alongside Los Angeles-based Peter Wardle. Robyn Zolman in Denver is another name to note.

Jones Day’s sizeable corporate and M&A practice feeds into what remains an active capital markets group, particularly on the corporate issuer side; Cleveland-based Christopher Kelly and Michael Solecki head the ‘very practical and responsive’ team. Major corporate clients continue to do debt deals and in 2015 the team acted for key client Starbucks in its public offering of $850m of senior notes with Chicago-based Edward Winslow leading. In another highlight, Winslow teamed up with San Francisco’s Timothy Hoxie to assist semiconductor company Lam Research with its offering of $1bn of senior notes; this was notable as tech companies are not traditional debt market users. On the underwriter side, New York-based Rory Hood and John Owen advised in relation to two separate offerings by PepsiCo, one totaling $3.25bn and the other $3bn.

Mayer Brown has capital markets practitioners based in its New York, Chicago, Houston and Palo Alto offices as well as in offices outside the US, giving it a good range in terms of geography and client base. Chicago-based Edward Best leads the group; he recently worked alongside David Bakst and Jennifer Carlson in advising the dealers, including Citigroup Global Markets, on the setting up of Agricultural Bank of China’s $10bn senior MTN program. They also acted for Citi as the representative of several underwriters in Agricultural Bank of China’s subsequent $1.25bn notes offering. Out of Houston, Harry Beaudry, Bill Hart and William Heller handled a $1.5bn notes offering for Noble Energy while Chicago’s David Schuette assisted biopharma company Baxalta with its issuance of notes worth $5bn.

The ‘exceptionally responsive and creative’ team at Milbank, Tweed, Hadley & McCloy LLP is a leader in asset and project finance, and much of the debt capital markets work it does arises from its experience and relationships within these fields. Highlights in 2015 included New York-based Arnold Peinado advising the initial purchasers on the first offering in South America of aircraft-backed EETCs - just over $1bn issued by LATAM Airlines. Another was advising the dealer managers on a private exchange offer by Verizon involving $10.4bn of existing debt and $13.37bn in newly issued securities - one of the largest exchange offers on record. This was led out of London and New York by Stuart Morrissy and the ‘very smart’ Paul Denaro, who ‘can understand complex matters and identify which issues are of concern’. Practice head Marcelo Mottesi, Rod Miller and Brett Nadritch are also recommended - all are based in New York.

Morrison & Foerster LLP’s ‘very knowledgeable, experienced and responsive’ capital markets group handles a substantial amount of investment grade work. Led by the ‘highly experienced’ James Tanenbaum, who ‘gives excellent and valuable service’, the team advises issuers and underwriters on, among other things, Rule 144A/Regulation S offerings, continuous debt offerings, covered bonds and complex hybrid securities such as convertibles. In a recent matter, the ‘brilliant’ Anna Pinedo assisted Incapital with the establishment of a continuous registered debt offering of $40m of InterNotes by Alcentra, a business development company (BDC); this was notable as BDCs do not typically issue debt securities. In addition to acting for financial services clients such as Incapital, Capital One and Bank of Nova Scotia, the firm is noted for its experience in the REITs and life sciences arenas; Alexandria Real Estate Equities and Bacterin are recent clients. Ze’ev Eiger is also recommended.

At O’Melveny & Myers LLP, the capital markets practice is chaired by San Francisco-based Brophy Christensen and New York-based Michael Schiavone. On the debt side, the team picks up a steady stream of underwriter work and over the course of 2015 it acted on sizeable offerings by, among others, American Honda Finance (three offerings totaling $1bn and another of €1.2bn), Toyota Motor Credit (five offerings totaling $5.3bn) and Prologis (one offering of $750m and another of €700m). Schiavone led on the Prologis offerings while Los Angeles-based John-Paul Motley led on the others. Daniel O’Shea in New York and Peter Healy in San Francisco are other names to note; each served as underwriters’ counsel in various deals in 2015. On the issuer side, Motley handled Air Lease Corporation’s $500m public debt offering.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has a significant debt practice, particularly in the high-yield space on behalf of issuers, where it attends to the financing needs of a stable of private equity clients. Gregory Ezring and John Kennedy jointly lead the ‘intelligent and practical’ team, which also includes ‘standoutMonica Thurmond. Notable recent maters include Kennedy handling cruise ship operator Carnival’s offering into Europe of €1.25bn of senior notes. Other representative examples include Andrew Foley assisting Canadian Pacific Railway with various offerings of notes totaling $2.7bn and Raphael Russo acting for Ralph Lauren on a $300m notes offering. On the underwriter side, Christopher Cummings advised on various notes offerings by TransCanada PipeLines.

Proskauer Rose LLP’s capital markets team is ‘highly client focused’ and is ‘a strong player in the debt space’. Frank Lopez has ‘his finger on the pulse of the market’ and is ‘a great resource’. Lopez heads the practice alongside Julie Allen and under the pair’s stewardship the firm’s capital markets practice has grown substantially in recent years. In a standout matter from 2015, Lopez and Stephen Gruberg advised longstanding client Celgene on its offering of five tranches of notes totaling $8bn, the proceeds of which were used to finance its acquisition of Receptos. The firm has good relationships with major underwriters and private equity firms with a significant amount of work flowing from these. For example, Lopez acted for the underwriters in two offerings by Techniplas while Los Angeles-based Monica Shilling assisted Ares Capital with two notes offerings totaling $600m. New York-based Robin Feiner is ‘terrific with clients’ and Los Angeles-based Philippa Bond is ‘a rising star’.

The team at Vinson & Elkins LLP, jointly headed by the Houston-based David Oelman and Keith Fullenweider, is praised for its excellence and for being ‘proactive instead of reactive’. It is a major player in the debt space and routinely ranks as one of the largest practices nationally in terms of deal volume and deal count. Much of this work originates from issuers in the energy sector, but the group also represents underwriters and has industry expertise in areas such as aviation, real estate, financial services and technology. Highlights included advising Plains All American Pipelines on notes offerings totaling $2.95bn; Oelman led on this matter along with Alan Beck. Other active clients in the energy space include NiSource, MarkWest Energy and Energy XXI. Outside of energy, the firm has acted for Southwest Airlines, Apollo Global and Cardtronics.

The ‘outstanding’ corporate and securities team at Andrews Kurth LLP is jointly headed by David Buck and Michael O’Leary. Largely based out of Houston, but with practitioners also located in Austin, Dallas and Washington DC, the team advises issuers and underwriters on public and private offerings primarily within the energy space. Recent highlights include assisting master limited partnership ONEOK Partners with its offering of $800m of senior notes and handling Cheniere Energy’s registered direct offering of $625m of convertible notes; O’Leary led on both matters. Other names to note are Henry Havre, Meredith Mouer and Scott Olson. One client says of the team: ‘they have all provided the highest level of service and expertise and I trust each and every one of them as close advisers’.

William Anderson and Charles Still lead Bracewell LLP’s largely Houston-centered team, which is noted in particular for its work within the energy sector. A standout transaction of 2015 was handling Kinder Morgan’s first €1.25bn notes offering, its first-ever euro-denominated issuance; Troy Harder led on that. Other notable highlights included Anderson advising ConocoPhillips on a $2.5bn notes offering and Still acting for Venoco on a series of financing transactions including an exchange offer. Newly promoted partner Emily Leitch is another key figure.

Covington & Burling LLP is well known for its strong relationships within the life sciences industry, particularly with Fortune 500 companies. The firm handles the full range of financing transactions for such clients, and in the debt capital markets space has recently advised on notes offerings for Eli Lilly (€2.1bn), Bristol-Myers Squibb (€1.15bn) and Johnson & Johnson ($2bn). Chaired by Donald Murray, the ‘excellent’ team also includes New York-based Eric Blanchard, who is described as a ‘go-to lawyer for debt offerings’. Outside of the life sciences space, Blanchard advised the underwriters on consumer products company Clorox’s $500m notes offering and Washington DC-based senior counsel David Martin assisted Avid Technology with a $125m Rule 144A/Regulation S placement of convertible notes.

Key figures at DLA Piper LLP (US) include capital markets practice chair Christopher Paci and head of the debt capital markets group Jamie Knox. Knox and Paci are both based in New York, but the firm also has capital markets lawyers in its Los Angeles, Washington DC, Chicago, Silicon Valley, Minneapolis, Baltimore and San Diego offices. This broad reach attracts a range of issuer clients, although the firm has particular strength in real estate, technology and life sciences. Recent work includes advising biopharmaceutical Immunomedics on its $100m Rule 144A/Regulation S convertible notes offering and handling Lima Metro Line 2 Finance’s close to $1.2bn Rule 144A/Regulation S notes offering.

Dechert LLP’s capital markets practice is ‘outstanding in every way’, advising issuers from a range of industries, and also underwriters, on the full spectrum of debt work. Led by New York-based David Rosenthal and Boston-based Thomas Friedmann, the team has practitioners operating across its US and international network. ‘I would never use anyone else’, says a client who compliments in particular the ‘response times, specific practice knowledge and value’. The firm has a strong showing among life sciences, private equity and BDC clients. Recent highlights include advising FS Investment Corporation, a BDC, on its public offering of $325m of unsecured notes and acting for pharma company Egalet on its offering of $60m of senior convertible notes. Philadelphia-based Eric Siegel is hailed for his ‘consistent, measured and thoughtful advice’.

Faegre Baker Daniels has strong relationships with several high-volume debt issuers, the most notable of which is Wells Fargo. During the course of 2015, the team advised Wells Fargo on public and private debt offerings totaling $18.5bn, including floating and fixed rate notes, senior and subordinated notes, and structured securities; leading the advice was Dawn Holicky Pruitt and practice head Sonia Shewchuk, both of whom are based in Minneapolis. Over the same time period, Indianapolis-based Christine Long and Janelle Blankenship advised Zimmer Biomet on public debt offerings totaling just under $7.7bn. Other recent clients in the debt space include Target, Northern Oil & Gas and Archer Daniels Midland.

Freshfields Bruckhaus Deringer LLP’s US capital markets practice has grown considerably since the arrival of a team at the end of 2014 from Fried, Frank, Harris, Shriver & Jacobson LLP, which included high-profile practitioners Valerie Ford Jacob, Paul Tropp and Michael Levitt. The acquisition of such a well-known group has strengthened the firm’s brand recognition significantly, particularly among banking clients. Notable recent highlights include acting as underwriters’ counsel in relation to a $200m notes offering by Ares Capital, a $500m notes offering by Republic Services, and two offerings by FS Investment Corporation worth $600m combined. Levitt led on the Ares and Republic Services matters; Tropp led on the FS Investment Corporation deal.

Hogan Lovells US LLP has a largely issuer-side practice, with its excellent regulatory credentials proving an attractive option for issuers within heavily regulated industries such as life sciences and healthcare. A recent example was assisting UnitedHealth with its $10.5bn notes offering; Washington DC-based Richard Parrino led on that. Parrino also led advice to newly acquired client CBS in a series of offerings totaling $3.5bn. Other key names include practice head David Bonser, Eve Howard and Stuart Stein, all of whom are based in Washington DC. Howard handled matters for Anthem and Extended Stay America and Stein continued the firm’s work with Apple Inc, acting on an $8bn notes issuance under a shelf registration.

The overall level of service is excellent’ at Morgan, Lewis & Bockius LLP. In particular, ‘the firm responds quickly, has strong industry knowledge, provides a good depth of resources through its team approach and offers great value’. The capital markets group, led by Philadelphia-based Joanne Soslow and Pittsburg-based Amy Pandit, handles a steady stream of debt financing work for the firm’s corporate clients, which include life sciences and utility companies. Highlights in 2015 included advising American Water Capital Corp. on its $550m notes offering and acting for pharmaceutical company AmerisourceBergen on its $1bn notes offering. James McKenzie led the second matter; Soslow led the first alongside senior attorney Sally Liao and of counsel Maria Ross, who is valued for her ‘extensive, industry-wide experience with utility mortgages’. John Hood, another key name, provides an ‘impressive depth of securities laws and financial transactions experience’.

The service at Orrick, Herrington & Sutcliffe LLP is ‘prompt and responsive’ and ‘excellent in all respects’, with the firm providing ‘a high level of expertise in public, private and bank financings’. The global team is led out of Hong Kong by Edwin Luk; key contacts in the US include Brett Cooper in San Francisco and New York-based Stephen Ashley, who ‘is very responsive, does thorough research and speaks in plain English’. The firm has a sizeable stable of cleantech industry clients, and recently advised Cube Hydro on a private placement of $140m of senior secured notes. Ashley led on that alongside Tara Higgins, who earns praise for being ‘extremely knowledgeable of our industry, our company and of financing options in general; she’s very personable and engaged’. The firm also has notable expertise in the conventional energy, infrastructure, technology and life sciences industries, and in 2015 the practice also handled deals for PG&E and TC PipeLines.

Paul Hastings LLP’s capital markets team is chaired by Michael Zuppone. The practice has grown steadily in recent years, particularly in the high-yield space, but also in relation to investment grade debt. Highlights included John Cobb advising the underwriters on a $200m notes offering by Centene, and Michael Fitzgerald and Arturo Carrillo handling Mexican corn flour producer Gruma’s $400m Rule 144A/Regulation S bond offering, the proceeds of which will go towards redeeming what are possibly the only perpetual corporate bonds ever issued in Mexico. Elsewhere, Cathleen McLaughlin, a new recruit from Allen & Overy LLP, acted for the Government of Jamaica in a $2bn dual-tranche bond issuance.

WilmerHale’s capital markets team handles public offerings and private placements for a client base largely made up of public companies within the life sciences, financial services, technology and communications industries. Recent highlights include Washington DC-based Erika Robinson advising Danaher on a $1.8bn notes offering and assisting the corporation with a €2.7bn notes offering by its Luxembourg finance subsidiary. Robinson also acted for Discovery Communications in its issuance of notes totaling $900m, and worked alongside Boston-based Mark Borden in advising Red Hat on an $805m Rule 144A/Regulation S placement of convertible notes. Practice co-chair Brian Johnson is based in New York.

Winston & Strawn LLPprovides extraordinary service’ to its clients, which in the debt capital markets space are mostly underwriters. Washington DC-based Christopher Zochowski co-chairs the practice with Matthew Bergmann, who is based in the Chicago office along with key name Cabell Morris. The firm also has capital markets experts operating from its New York office, including James Junewicz, who is ‘clearly one of the best lawyers I have worked with regarding capital markets and M&A’ according to one client. Chicago-based Robert Wall also impresses. The firm acts as designated underwriters’ counsel for several major issuers, including Exelon, and in 2015 Morris advised on multiple debt offerings by the energy company totaling several billion dollars.


Capital markets: equity offerings

Index of tables

  1. Capital markets: equity offerings - advice to issuers
  2. Capital markets: equity offerings - advice to managers
  3. Leading lawyers

Leading lawyers

  1. 1

Cleary Gottlieb Steen & Hamilton LLP’s New York-based group advised on numerous precedent-setting capital markets deals throughout 2015, including Actavis’ $9bn financing of its high-profile acquisition of Allergan, a major deal in the healthcare and pharmaceutical space. The transaction was handled by Jeffrey Karpf, who, together with Craig Brod, also acted for underwriters Citigroup and Goldman Sachs on the $3.7bn secondary public offering of American International Group. Leslie Silverman also led a number of deals for a group of underwriters, including Morgan Stanley, RBS Securities, Goldman Sachs and JPMorgan, advising on the secondary public offerings of RBS subsidiaries totaling $9bn. Other notable capital markets experts include David Lopez, who assisted a group of underwriters with the $1.4bn secondary public offering of common stock in IMS Health Holdings; Duane McLaughlin, who acted for New Media in its $150m follow-on offering; and senior counsel Alan Beller.

Cravath, Swaine & Moore LLP’s ‘well-connected’ group provides ‘a truly outstanding level of service’, and is particularly noted for its strength on the manager side of transactions. LizabethAnn Eisen advised a group of underwriters led by Goldman Sachs, Jeffries and Credit Suisse on the $270m IPO of Amplify Snack Brands, while Craig Arcella acted for Citigroup, Goldman Sachs and Deutsche Bank in the $1.1bn IPO and $2.3bn secondary stock offering by Axalta Coating Systems. On the issuer side, corporate head William Fogg handled Evolent Health’s $225m IPO, and also advised CyrusOne on two registered offerings of common stock totaling $833m. Other recommended individuals include William Whelan and Andrew Pitts, who ‘are very responsive, able to call on a broad range of partners with particular industry expertise, and provide reliable advice on new SEC and FINRA rules’. All named partners are based in New York.

Davis Polk & Wardwell LLP has notable experience in cross-border transactions, particularly regarding Latin America. The group has also acted for issuers across Canada and Europe, and has represented US issuers with securities listed on foreign exchanges. Richard Truesdell and Byron Rooney advised the lead deal managers on GE’s offer to exchange up to 705 million shares in Synchrony Financial for outstanding shares of GE common stock, in a deal totaling $2.6bn. Menlo Park-based Bruce Dallas also acted for Masco Corporation and its subsidiary, TopBuild, on Masco’s $1bn spin-off of TopBuild. Other key highlights included assisting the joint book-running managers with GoDaddy’s $520m IPO, and advising the underwriters on the IPOs of Virtu Financial, Summit Materials and Etsy. Michael Kaplan co-heads the global capital markets group, acting for both issuers and underwriters across various sectors, including technology, telecoms and consumer products. All named partners are based in New York, except where otherwise stated.

Latham & Watkins LLP is particularly noted for its strength in the life sciences space, but has also received high-profile mandates in the telecoms, technology and consumer retail sectors. Silicon Valley-based Patrick Pohlen and Brian Cuneo advised biopharmaceutical company Aimmune Therapeutics on its $183m IPO, with Bank of America Merrill Lynch, Credit Suisse and Piper Jaffray acting as underwriters. In the Washington DC office, Patrick Shannon and Jason Licht acted for Axalta Coating Systems on a number of matters, including its $1.1bn IPO, a $1.2bn follow-on public offering, and a $560m private placement. Marc Jaffe co-chairs the global capital markets practice in New York, where Kirk Davenport and the recently promoted Nathan Ajiashvili are also key figures.

Simpson Thacher & Bartlett LLP couples ‘an impressive level of experience, industry knowledge and business acumen’ with a ‘deep bench’ that ‘ensures the timely and accurate completion of each transaction’. Joseph Kaufman, who ‘is extraordinarily responsive to clients’ demands, and always ensures a smooth path to completion’, is a key figure, as are distinguished IPO lawyer Joshua Bonnie and Richard Fenyes, who acts for clients such as TransUnion, Goldman Sachs and Blackstone. Notable highlights included acting for First Data in its $2.5bn NYSE-listed IPO, and assisting Performance Food Group, a portfolio company of The Blackstone Group, with its $317m IPO. The firm also acted for JPMorgan, Merrill Lynch, Jefferies and Credit Suisse as underwriters in the IPO of 15 million shares in Planet Fitness. Arthur Robinson heads the New York-based team.

Skadden, Arps, Slate, Meagher & Flom LLP successfully leverages its impressive reputation in the corporate sphere to act in a broad range of issuer and underwriter-side matters in the equity capital markets space. Key individual David Goldschmidt advised popular dating site Match.com on its IPO, while Gregory Fernicola acted for Citigroup in a number of preferred stock transactions totaling $6.3bn. Other leading figures include counsel Phyllis Korff, who, along with Goldschmidt, recently advised the underwriters in a number of debt and equity transactions for Brixmor Property group. Michael Zeidel and Laura Kaufmann Belkhayat are also key names to note. The firm has strong presences in New York, where Stacy Kanter heads the group, and Los Angeles.

Based in New York, Sullivan & Cromwell LLP’s team continues to attract high-value mandates across a wide range of sectors, and has recently handled matters for companies in the automotive, pharmaceutical and financial services industries. A cross-practice group led by Palo Alto-based John Savva advised Valeant Pharmaceuticals on its $1.5bn offering of common shares as part of its $15.8bn acquisition of Salix Pharmaceuticals. Other key highlights included Robert Downes assisting Citigroup and JPMorgan with the $674m IPO of Newmont Mining, and acting for Ferrari and Fiat Chrysler regarding Ferrari’s $9.8bn IPO, part of its separation from its parent company. Scott Miller led the latter transaction, with Davis Wang handling the tax-related aspects of the deal. BNY Mellon, Goldman Sachs and NorthStar Realty Finance are also clients. Leading figure Robert Buckholz is another name to note.

Debevoise & Plimpton LLP’s client roster includes a wide range of corporate issuers, private equity firms, financial institutions and underwriters, and the group handled numerous IPOs, tender offers and follow-on transactions throughout 2015. Peter Loughran advised Envision Healthcare on a series of secondary offerings of common stock totaling $3.4bn, and also acted for Tribune Media in a $519m secondary offering along with a $480m spin-off and public listing on the NYSE of Tribune Publishing Company. Global capital markets co-head Matthew Kaplan is also recommended, as is Steven Slutzky, who recently assisted HD Supply with a series of secondary offerings totaling $3.6bn. All named attorneys are based in New York.

Fried, Frank, Harris, Shriver & Jacobson LLP’s ‘responsive’ team ‘never fails to deliver the best resources at the right time’, and the group ‘knows the subject matter law very well, consistently factoring in the client’s circumstances and business goals when providing legal advice’. Areas of strength include acquisition finance for private equity sponsors and investment banks, and the firm is retained by clients such as AEA Investors, Goldman Sachs, Onex and Merrill Lynch. Daniel Bursky and Stuart Gelfond head the New York-based group, which recently acted for JPMorgan and Morgan Stanley in Shake Shack’s $121m IPO, handling all aspects of the deal and advising on various securities law issues. Joshua Coleman and Joshua Wechsler advised Media General on the $125m secondary offering by Standard General Communications. Andrew Barkan and the recently promoted Mark Hayek are also recommended.

Gibson, Dunn & Crutcher LLP continues to be highly active in the technology space, while also maintaining a strong client base in the financial, healthcare and retail sectors. Andrew Fabens acted for Capital One Financial Corporation in a number of debt and equity transactions totaling $7.5bn, including two $500m perpetual preferred stock offerings, and the group also advised The Rubicon Project on its $100m IPO. Stewart McDowell led the latter transaction out of California, from where Peter Wardle also advised Continental Building Product on several secondary common stock offerings totaling $331m. Robyn Zolman is the key contact in the Denver office, acting for Atmos Energy and The Williams Companies among others. Additional key clients of the firm include Intel, T-Mobile and General Electric.

Hogan Lovells US LLP stands out for its regulatory expertise, having developed a strong client base within heavily regulated fields such as the pharmaceuticals, aerospace, energy and medical devices. The group acts primarily for issuers, but has also attracted strong underwriter-side work over 2015; key partner Stuart Barr acted for Merrill Lynch and Morgan Stanley on the $2.6bn IPO of Paramount Group, and also advised Wells Fargo Securities and Citigroup on Extra Space Storage’s $416m offering of common stock. Other key highlights included assisting The Advisory Board Company with a $232m shelf takedown of common stock, advising TESARO on a $180m public share offering, and acting for Anthem on a $1.3bn transaction consisting of notes and equity forward contracts. Other leading figures in the group, which is headed by David Bonser in Washington DC, include Michael Silver and Amy Bowerman Freed in New York and Laura Berezin in Silicon Valley.

Kirkland & Ellis LLP’s cross-office team, which has a strong presence in New York and Chicago, handled a broad mix of issuer and underwriter-side work over the course of 2015. Richard Aftanas acted as underwriter’s counsel to Morgan Stanley in AES Corporation’s $784m public offering, while Christian Nagler and David Curtiss advised Deutsche Bank and Cantor Fitzgerald in Quinpario Acquisition Corp. 2’s $350m IPO by way of a sale of 35 million units, with each unit consisting of one share of common stock and a warrant to purchase another one-half of a share of common stock. On the issuer side, Joshua Korff acted for Burlington Stores in three equity offerings totaling $1.7bn, and Chicago-based Dennis Myers handled TerraForm Global’s $675m IPO. Other key clients of the firm include Golden Gate Capital, Charter Communications and Burger King. Alexander Fine is the key contact in Washington DC.

Paul Hastings LLP recruited capital markets lawyer Cathleen McLaughlin from Allen & Overy LLP in March 2015. McLaughlin brings strong expertise in cross-border securities transactions, most notably within the Latin America region. Other key figures include William Schwitter, who chairs the firm’s leveraged finance practice, and Michael Fitzgerald, who has been highly active in the Latin American market and has a strong track record in Mexico-related matters. John Cobb and Yariv Katz recently acted as underwriter’s counsel to Barclays Capital on a secondary offering of common stock by certain stockholders of Mattress Firm Holding Corp. San Francisco-based Thomas Pollock represented BioMarin Pharmaceutical in its $912m public offering of 9.7 million shares of common stock. Gislar Donnenberg is a key figure in the Houston office and San Diego-based Teri O’Brien is also recommended.

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s ‘strong equity-side practice’ acted for Virtu Financial on its $336m IPO, handled Spectrum Brands Holdings’ $563m secondary offering of common shares, and advised Morgan Stanley, Credit Suisse and RBC as underwriters in the $150m IPO of Shopify. The group’s industry expertise spans a range of sectors including energy, telecoms, apparel and leisure, and the firm has notable experience advising both domestic and cross-border clients. John Kennedy is recommended as ‘a great lawyer with a solid grasp of the rules’. Gregory Ezring, Monica Thurmond and Lawrence Wee are also key figures in the New York office. Apollo Global Management, Citigroup and Ralph Lauren are other notable clients.

Shearman & Sterling LLP handles deals across a wide range of sectors, including technology, healthcare, financial services and media, and is highly active in cross-border transactions, particularly involving Latin America. Merritt Johnson recently acted as underwriters’ counsel to Morgan Stanley and JPMorgan on an $804m secondary offering of common stock by Catalent. Other highlights included advising Goldman Sachs, Barclays and Morgan Stanley on a $600m follow-on offering of Zayo Group Holdings shares, and assisting Merrill Lynch and Piper Jaffray on Entellus Medical’s $95m IPO; counsel James Scott handled the latter transaction. Other key individuals include Robert Evans, Menlo Park-based Christopher Forrester and David Beveridge, who heads the practice. All named attorneys are based in New York except where otherwise stated.

Sidley Austin LLP’s New York-based group is ‘very responsive’ and ‘always there for the client’, providing ‘great expertise and sound judgment’ to issuers and underwriters involved in IPOs, privatizations, secondary offerings and at-the-market equity offerings. Vijay Sekhon recently joined the firm’s Los Angeles office from Klee, Tuchin, Bogdanoff & Stern LLP, while Martin Wellington joined in Palo Alto from Davis Polk & Wardwell LLP. Other key figures include Edward Petrosky, who advised Wells Fargo Securities as initial purchaser in Land O’Lake’s $200m private placement; Palo Alto-based Sam Zucker, who handled Dicerna Pharmaceuticals’ $49m follow-on offering; and Craig Chapman and James O’Connor, who together acted for Merrill Lynch and Deutsche Bank on Great Western Bancorp’s two stock offerings. Other key clients of the firm include eBay, Western Union and Health Care REIT (now Welltower).

Weil, Gotshal & Manges LLP’s capital markets practice head Alexander Lynch recently assisted Black Knight Financial Services, an integrated technology, data and analytics provider, with its $507m IPO, highlighting the firm’s expertise in technology deals. Additionally, the group has strong life sciences capabilities; Heather Emmel acted for biopharmaceutical and medical device company INC Research in its $173m IPO, and also handled Lantheus Holdings’ $74m flotation. On the underwriter side, the firm acted for Barclays, JPMorgan, RBC and SunTrust Robinson Humphrey in the $489m offering of interests in Macquarie Infrastructure Company. Jennifer Bensch, Corey Chivers and David Lefkowitz are also recommended. Frank Adams joined the firm from Greenberg Traurig, LLP in 2015.

Baker Botts L.L.P. has notable strength in the energy sector, leveraging its ‘great capital markets practice for upstream oil and gas clients’. David Kirkland and Kelly Rose head the team out of Houston, from where Kirkland recently advised the underwriters, led by Credit Suisse, on the $815m public offering of shares in Newfield Exploration Company. Joshua Davidson and Austin-based Mollie Duckworth assisted Tallgrass Energy with its $1.3bn IPO, and Davison, along with Hillary Holmes, also acted for underwriters Citigroup and Barclays on Columbia Pipeline Partners’ $1.2bn IPO. Gerald Spedale and Dallas-based Douglass Rayburn, who has ‘a solid reputation and great technical skills’, are other names to note.

Cahill Gordon & Reindel LLP maintains a strong underwriter client base, and continues to be highly active in bank-side equity transactions. Key figures William Hartnett and Helene Banks advised a group of underwriters, including Citigroup, Merrill Lynch, Barclays and UBS Investment Bank, in the $340m IPO of Fortress Transportation and Infrastructure. In another highlight, Douglas Horowitz acted for JPMorgan, Merrill Lynch and Citigroup in the $750m offering of shares in Frontier Communications, a deal conducted as part of the company’s acquisition of Verizon’s wireline business. Other leading attorneys in the New York-based team include Marc Lashbrook, John Tripodoro and Jonathan Schaffzin.

Covington & Burling LLP has a strong track record in advising life sciences clients on their capital-raising activities, drawing on the experience of its securities, FDA regulatory, IP and tax attorneys. Practice chair Donald Murray acted for Jefferies, Credit Suisse and Cowen and Company on the $188m follow-on offering of common stock in Kite Pharma, while vice-chair Eric Blanchard advised Jefferies, Citigroup and Piper Jaffray on the $140m IPO by Bellicum Pharmaceuticals. Blanchard also assisted Jefferies, as well as Cowen and Company, with NeuroDerm’s IPO. The group is based in the firm’s New York office, which recently saw the arrival of counsel Christopher DeCresce from investment banking firm Sandler, O’Neill & Partners LP.

Dechert LLP handles a broad mix of issuer and underwriter-side equity deals, with notable experience in the life sciences sector and in permanent capital vehicles. The firm has also advised on numerous cross-border matters, acting on deals across Europe, Asia and Latin America. David Rosenthal is advising Citigroup and Jefferies on the $86m cross-border IPO of American depositary shares in Advanced Accelerator Applications, a French radiopharmaceutical company; and Philadelphia-based James Lebovitz is assisting FS Investment Corporation IV with its continuous public offering of shares totaling $2.7bn. Boston-based Thomas Friedmann is also a leading figure, having recently advised Eagle Point Credit Company on its $103m IPO of common stock. Additional key clients include Goldman Sachs, Edge Therapeutics and Golub Capital.

Fenwick & West LLP’s Silicon Valley-based team is ‘particularly adept at representing technology companies’, and the group has ‘very high technical acumen, and all the relevant transactional experience’. Boise-based Robert Freedman is ‘an outstanding securities attorney, who has good relationships with the regulators’; Jeffrey Vetter co-heads the practice in California; and Horace Nash is recommended for his ‘extensive experience in equity offerings and pragmatic approach’. The firm handled numerous high-value IPOs over 2015; highlights included acting as issuer’s counsel to LendingClub in its $1bn IPO, and advising Fitbit, a maker of wearable health-tracking devices, on its $732m IPO.

Goodwin Procter LLP has deep benches of securities attorneys on both the east and west coasts, and continues to be highly active in targeted industries, namely technology, REITs, life sciences and financial services. Gilbert Menna is a key figure in Boston, and recently acted for Goldman Sachs in Alarm.com’s $98m IPO. Silicon Valley-based Rezwan Pavri and Richard Kline acted for Morgan Stanley, handling the underwriter-side issues in Fitbit’s $732m IPO, and Kline and Anthony McCusker also advised Morgan Stanley in relation to Box’s $201m IPO. Ettore Santucci heads the practice from Boston. New York-based Edwin O’Connor is also recommended.

Milbank, Tweed, Hadley & McCloy LLP acts primarily for underwriters and private issuers in complex, high-stakes securities offerings, and the group has notable expertise in the transportation, energy, power and infrastructure sectors. Global securities partner Rod Miller and Paul Denaro acted for a number of underwriters, including Credit Suisse, HSBC Securities and Barclays Capital Canada in Brookfield Infrastructure Partners’ $600m IPO. Miller also assisted Goldman Sachs with an acquisition finance transaction, a matter involving the refinancing of Neovia Logistics’ $75m revolving credit agreement. Brett Nadritch and David Kuo, who joined from Allen & Overy’s Hong Kong office, are the other key contacts. Merrill Lynch, the Government of Canada, LightSquared and RBC Capital Markets are also key clients.

Morrison & Foerster LLP’s strong IP practice gives the capital markets group notable capabilities in the life sciences, medical device and biotech fields, with the team also attracting a number of impressive mandates in the REIT space. In Washington DC, Justin Salon assisted Sandler O’Neill & Partners and SunTrust Robinson Humphrey with Community Healthcare Trust’s $144m IPO of common stock, while in San Francisco, Brandon Parris and Andrew Winden acted for Elevate Credit in its IPO of shares, which is expected to raise upwards of $100m. New York-based Anna Pinedo advised Raymond James & Associates as sole underwriter in C1 Financial’s $22m offering of common stock, and, along with Edward Welch, was also retained by a number of underwriters, including Merrill Lynch, UBS Securities and Morgan Stanley, on Capital One Financial’s $500m offering of depository shares. Other key clients include Citigroup, Equity Residential and AutoZone.

In the San Francisco office, O’Melveny & Myers LLP’s Eric Sibbitt and Kurt Berney acted for the joint book-runners and co-managers, including Morgan Stanley, Citigroup and Allen & Company, in Lending Club’s $1bn IPO, the largest IPO of a California company in 2014. New York-based Daniel O’Shea acted for Goldman Sachs and Deutsche Bank Securities in SolarEdge Technologies’ $145m IPO, and, alongside Michael Schiavone and Washington DC-based Robert Plesnarski, he also advised MHR Find Management in connection with the sale, via an underwritten public offering, of common shares in Lions Gate Entertainment. Schiavone and Brophy Christensen head the group from New York and San Francisco respectively.

Proskauer Rose LLP is ‘a strong player in the equity capital markets space, particularly in the IPO market’, according to a source. The New York-based team is ‘highly client focused’ and has ‘a deep, practical knowledge base’. Practice co-head Frank Lopezhas his finger on the pulse of the market’, and is ‘a terrific group leader’; Philippa Bond is ‘a rising star on the West Coast, who brings investment banking experience to bear when executing transactions’; and co-head Julie Allen has strong experience in initial public offerings and follow-on equity transactions. The firm recently acted for joint book-running managers Credit Suisse, Citigroup, JPMorgan and Raymond James in WCI Communities’ $85m secondary offering, and is assisting Neiman Marcus Group with its proposed IPO of common stock. Jefferies, NovoCure and Ascena Retail Group are also key clients.

Vinson & Elkins LLP is particularly noted for its strength in the energy space, and has also been highly active in the transport, telecoms, real estate and technology sectors. David Oelman and Alan Beck are key figures; they recently represented Plains All American Pipelines in three securities offerings with a combined transactional value of $3bn, including a $1bn equity offering. James Prince acted for the underwriters to Baytex Energy Group in two securities offerings totaling $1.8bn, including an equity offering valued at $632m. On the issuer side, Mark Kelly handled Anadarko Petroleum’s $400m public offering of tangible equity units. Keith Fullenweider, who co-heads the firm’s M&A and capital markets practice, is the other leading practitioner. All named lawyers are based in Houston.

White & Case LLP has a strong client base of corporations and major financial institutions, and in 2015 it handled a broad range of domestic and cross-border capital-raising transactions, as well as compliance-related matters. Equity partners Colin Diamond and Daniel Nam advised a group of major investment banks, including Barclays, Credit Suisse and Deutsche Bank, on the provision of $3.9bn worth of debt and equity financing to SS&C Technologies, the proceeds of which related to its acquisition of Advent Software. Diamond also acted for a number of underwriters, including Barclays Capital and Oppenheimer & Co, in Foamix Pharmaceuticals’ $69m public offering. John Vetterli and Sao Paulo-based Donald Baker are also recommended; they recently handled a major equity offering in the aviation sector. All named attorneys are based in New York except where otherwise stated.

Andrews Kurth LLPdemonstrates unquestionable integrity’ and ‘provides a very high level of service and expertise’, making it ‘highly trusted as a close adviser’. Practice heads Michael O’Leary and David Buck have significant experience acting for issuers and underwriters in IPOs, as well as in other public and private equity offerings. O’Leary and Stephanie Conklin Beauvais advised Green Plains Partners on its $173m IPO. Other highlights included assisting the underwriters with Energy Partners’ $275m IPO, and advising the underwriters, including FBR Capital Markets and Stifel Nicolaus, on the $90m IPO of Peak Resorts. Carmelo Gordian and Edward Gilman led the latter transaction from the Austin office, while the former was led by Jon Daly and Washington DC-based William Cooper. All other attorneys are based in Houston.

Bracewell LLP’s Houston-based team has significant strength in the energy sector, acting for a number of prominent energy companies as issuers in high-value capital markets transactions. Charles Still recently assisted Energy & Exploration Partners with its proposed $400m IPO, and is currently acting for an upstream MLP in a pending public offering. Additionally, William Anderson and Jason Jean advised Allegiance Bancshares, the parent bank holding company of Allegiance Bank, on its $55m IPO of common shares, while Troy Harder acted for Kinder Morgan in its SEC-registered offering of depository shares, a transaction totaling $1.6bn. Emily Leitch is the other key figure, handling equity transactions for a range of issuers and underwriters.

Clifford Chance’s ‘highly professional team’ offers ‘innovative solutions’, and ‘always identifies the key challenges of the transaction early in the process’. The group is highly active in the REIT space, and advised on numerous high-profile matters in 2015. Jay Bernstein and Andrew Epstein have ‘a broad background of experience as well as strong contacts within the industry’, and recently advised National Storage Affiliates on its $278m IPO. Clifford Cone advised the underwriters, led by Wells Fargo Securities, on the $580m IPO of Tekla World Healthcare Fund, and Alex Camacho acted for Merrill Lynch, Piper Jaffray, Deutsche Bank and Stifel Financial on Tandem Diabetes Care’s $69m follow-on offering of common stock. JPMorgan, GTECH and LATAM Airlines are also notable clients.

Cooley LLP’s California-based group advises issuers, investment banks and investors on a range of equity transactions within both the public and private capital markets. The firm, whose expertise in the technology and life sciences sectors is particularly noteworthy, acts for a mix of start-ups and major companies. David Peinsipp, Eric Jensen and Andrew Williamson advised a syndicate of underwriters, including Goldman Sachs, Morgan Stanley and Merrill Lynch, on Zendesk’s $233m follow-on offering; Boston-based Nicole Brookshire acted for cybersecurity company Rapid7 in its $103m IPO; and the team also advised Horizon Pharma on four major debt and equity offerings, including two follow-on offerings totaling $660m. San Diego-based Charlie Kim is also a key figure, and is regularly retained by clients such as Wells Fargo Securities, Morgan Stanley and Jefferies.

DLA Piper LLP (US) has strong expertise in the technology space, and particularly in relation to the internet, e-commerce and software development. The group, which provides ‘great value for money’ to its wide-ranging client base, has also recently handled equity transactions relating to medical devices, REITs and animal health. ‘Practical and dedicated attorneyChristopher Paci, singled out for his ‘outstanding knowledge of capital markets regulations’, recently advised Globant on a number of equity offerings totaling $228m, including an IPO and two follow-on offerings. Other highlights included assisting Q2 Holdings, a provider of virtual banking solutions, with its $110m public follow-on offering. The deal was handled by Texas-based John Gilluly, who splits his time between Austin and Dallas. Peter Astiz and Curtis Mo are the key contacts in Silicon Valley, and Los Angeles-based Ann Lawrence is also recommended.

Jones Day’s capital markets practice continues to receive transactional work from issuers and managers, as well as advising clients on various SEC and corporate governance issues. Cleveland-based Michael Solecki and Chicago-based Edward Winslow assisted Citigroup and KeyBanc Capital Markets with the IPO of Apartment Investment and Management Company, a matter totaling $370m. The group also advised Jefferies as lead underwriter on the $231m IPO of AMAG Pharmaceuticals, a company focusing on maternal health, anemia and cancer supportive care. Kimberly Pustulka, who recently acted for A. Schulman in its $110m public offering, is the other key contact in Cleveland.

Mayer Brown is noted for its strength in the financial services sector, handling equity transactions on both the issuer and manager side. Michael Hermsen handled Prologis’ $750m at-the-market equity offering program; Edward Best acted for BMO Capital Markets group as book-running manager in Fenix Parts’ IPO of 14 million shares; and Palo Alto-based Jennifer Carlson advised Morgan Stanley and Credit Suisse on Workiva’s $101m IPO. Other key figures include Lawrence Hamilton, who represented Duff & Phelps Global Utility Income Fund in its $100m issuance of preferred shares, and Houston-based Dallas Parker, who acted for Bonanza Creek Energy in its $203m shares. Emerald Oil and Jefferies are also key clients.

Morgan, Lewis & Bockius LLP offers ‘an excellent mix of industry knowledge coupled with strong capital markets experience’. The group’s notable cross-border capabilities were strengthened with the arrival of three attorneys in the Singapore office. In recent highlights, Howard Kenny acted for Sprout Farmers Market in a trade of common stock valued at $550m, while Steve Farrell and Finnbarr Murphy advised an underwriting syndicate including Deutsche Bank, Citigroup and JPMorgan on the $229m IPO of Euronav, a Belgian shipping company. Additional new arrivals include Laurie Cerveny and Julio Vega in the Boston office, who both joined the firm following its 2014 merger with Bingham McCutchen.

Orrick, Herrington & Sutcliffe LLP strengthened its presence in the technology sector in 2015, collaborating with its technology company practice to develop a strong IPO pipeline, and advising clients on a broad range of corporate governance issues. Christopher Austin divides his time between New York and Silicon Valley, handling IPOs and follow-on offerings in the technology and life sciences sectors, and San Francisco-based Karen Dempsey acts for a range of public and private companies, venture capital firms and investment banks on various equity transactions. Highlights included acting for a group of underwriters, including Morgan Stanley, Merrill Lynch and JPMorgan, on OnDeck Capital’s $230m IPO, and advising Ooma on its $65m IPO. Peter Lamb and Brian Margolis are the key contacts in Silicon Valley and New York respectively.

Ropes & Gray LLP represents corporate issuers, major investment banks and private equity firms in all aspects of capital markets transactions, particularly when it comes to handling follow-on offerings and private placements. David Fine assists with various equity and investment deals; he recently advised Planet Fitness on its $216m IPO, backed by private equity sponsor TSG Partners. Julie Jones and San Francisco-based Thomas Holden are also key figures; they recently acted for supply retailer Party City in its $372m IPO. Other notable clients include The Habit Restaurants, IMS Health and Petco Holdings. Patrick O’Brien and Paul Kinsella head the practice from Boston, where the team is based.

Sutherland Asbill & Brennan LLP’s ‘extremely responsive and thoughtful’ group has ‘an unprecedented level of access to key regulatory bodies’ and ‘responds not only to the questions, but also to the needs of the client’s business’. Practice head Steven Boehm regularly works with business development companies, acting on a range of financing and regulatory issues surrounding equity offerings in this space. Cynthia Krus advises companies and alternative investment funds on raising capital, while Harry Pangas acts for issuers and investment banks in public and private equity offerings. Highlights included handling Griffin-Benefit Street Partners BDC’s $1.5bn IPO, and advising Alcentra Capital Corporation on all aspects of its $111m IPO. Credit Suisse Park View BDC and Newtek Business Services are both new clients.

WilmerHale is particularly strong in the life sciences sector, and practice head Brian Johnson has acted for a broad range of healthcare companies in their equity capital-raising activities. Other key figures include Steven Singer, who assisted Bellerophon Therapeutics with its $60m IPO, and Joshua Fox, who acted for Massachusetts-based technology company ConforMIS in its $166m IPO of common stock. In the Boston office, Mark Borden and David Westenberg advised the underwriters, led by Morgan Stanley and JPMorgan, in the $167m IPO of HubSpot, an inbound marketing and sales software company. Erika Robinson is the key figure in the Washington DC office, focusing on various capital markets transactions and commercial finance matters.


Capital markets: global offerings

Index of tables

  1. Capital markets: global offerings - advice to corporates
  2. Capital markets: global offerings - advice to financial institutions
  3. Leading lawyers

Leading lawyers

  1. 1
    • Manuel Garciadiaz - Davis Polk & Wardwell LLP
    • Jeffrey Karpf - Cleary Gottlieb Steen & Hamilton LLP
    • Marcelo Mottesi - Milbank, Tweed, Hadley & McCloy LLP
    • William Rogers - Cravath, Swaine & Moore LLP

With 16 offices worldwide, Cleary Gottlieb Steen & Hamilton LLP is an undoubted global force in the capital markets arena and advises an extensive client roster both on the issuer and underwriter side. In the global high-yield sphere, the highly regarded team has a particular strong standing in Latin America; Francesca Odell recently assisted Brazilian energy corporation Petrobras with a $2.5bn SEC-registered offering of guaranteed senior notes. This deal represented the largest century bond offering to date, as well as the first by a Brazilian issuer. In other high-yield work, the group advised several international banks as initial purchasers on a $500m global bond offering by Mexican IT company KIO Networks. On the equity side, Jeffrey Karpf assisted Actavis with the largest acquisition financing securities offering to date, which consisted of $4.1bn worth of ordinary and $4.9bn worth of convertible preferred shares; the proceeds were used to finance parts of its acquisition of UK-based pharmaceutical company Allergan. Adam Brenneman, who is especially active in Latin America matters, made partner. Craig Brod is another name to note. All attorneys mentioned are based in New York.

Although Cravath, Swaine & Moore LLP’s capital market practice is concentrated solely in the firm’s New York and London offices, the team’s ‘expertise, work ethic and deep bench strength make the firm hard to compete with’. On the corporate side, Craig Arcella who ‘demonstrates a unique balance of sophistication and creativity’ and the ‘very thoughtful and responsiveAndrew Pitts, acted for AerCap Holdings in three secondary offerings of ordinary shares totaling $4bn and assisted AerCap Ireland as well as AerCap Global Aviation Trust with three Rule 144A/Regulation S senior debt offerings totaling $2.8bn. In other work, William Fogg and Johnny Skumpija advised JPMorgan, Goldman Sachs, Barclays, UBS Investment Bank and other underwriters on the $1.1bn equity offering of Fiat Chrysler Automobiles. William Whelan provides ‘excellent legal advice’ and William Rogers is also recommended.

A ‘premier firm for capital markets advice’, Davis Polk & Wardwell LLP has an impressive track record in assisting its diverse client base with high-profile offerings worldwide. While the practice pays particular attention to Latin America, it is also increasingly active in Canada, Europe, Asia and Israel. Recent highlights for the group include advising Switzerland-based travel retailer Dufry on a $700m Rule 144A/Regulation S high-yield debt offering as well as a CHF2.2bn rights offering of approximately 23 million ordinary shares; handling Israel Chemicals’ $800m Rule 144A/Regulation S senior notes offering; and assisting the joint book-running managers with a $165m SEC-registered IPO and NASDAQ listing of the common stock of Channel Islands-based NovoCure. In Latin America-based work, Maurice Blanco advised Telefônica Brasil (Vivo) on its SEC-registered offering of preferred shares worth $5.5bn, which represents the largest equity offering by a Latin American issuer in 2015, while the highly recommended Manuel Garciadiaz acted for Mexican manufacturer Elementia on a $425m Rule 144A/Regulation S notes offering as well as on its $3.9bn Rule 144A/Regulation S offering of ordinary shares. Both attorneys mentioned split their time between the New York and Sao Paulo offices.

World class in all aspects’, Simpson Thacher & Bartlett LLP is considered by many as an ‘exceptional firm for capital markets advice’, where a ‘deep bench of excellent attorneys’ are ‘always available when you need them’. The US group has particular clout in Latin America; it recently assisted the Republic of Peru with the issuance and sale of €1.1bn of euro-denominated and $1.3bn of dollar denominated global bonds, and also handled Spanish corporation ACI Airport SudAmérica’s $200m Rule 144A/Regulation S offering of senior secured notes due 2032. In another highlight, a cross-border team including Todd Crider and Sao Paulo-based Grenfel Calheiros advised the underwriters in Telefônica Brasil’s $5.5bn equity offering. Backed by its equally strong practices in Hong Kong and Tokyo, the practice is also regularly engaged by the firm’s Asian client base. Richard Fenyes ‘thinks outside the box to solve issues’, Joseph Kaufman’s ‘industry knowledge and practical skills ensure a smooth path to completion’ and Palo Alto-based Kevin Kennedy is ‘always exceptionally well-prepared’. Mark Brod returned to New York from the firm’s London office; all attorneys mentioned are based in New York unless otherwise stated.

Sullivan & Cromwell LLP’s capital markets team assists issuers across a wide array of industries with global offerings related to acquisitions, business expansions and debt restructurings. Some of the many such mandates received in 2015 include Christopher Mann advising the Republic of Paraguay on its Luxembourg Stock Exchange-listed $280m bond offering, and Scott Miller assisting Ferrari, and its parent company Fiat Chrysler Automobiles (FCA), with its $982m IPO, which represents the first step in the separation of Ferrari from FCA. On the financial institutions side, the group acted for a consortium of underwriters, including RBC Capital Markets and Scotia Capital among others, on a $1bn SEC-registered offering of global debentures series GM by the Province of Manitoba and also assisted El Salvadoran Banco Agrícola with its $300m Rule 144A/Regulation S senior notes offering. The diverse client roster includes Concordia Healthcare, Ecopetrol, Citigroup and Deutsche Bank. Robert Buckholz and Robert Downes are other names to note. All attorneys mentioned are based in New York, although the US practice also has capital market experts located in Palo Alto and Los Angeles.

Latham & Watkins LLP is particularly well regarded for its capital market advice to financial institutions, but is equally active on the corporate side for issuers. Leveraging its longstanding experience in equity offerings, the group recently assisted Leerink Partners as underwriters with Switzerland-based Auris Medical Holding’s $25m offering of common shares listed on NASDAQ, and an Asia-US cross-border team led by Shanghai-based Karen Yan advised Baozun on its IPO of 12.7 million American depositary shares, representing 33 million class A ordinary shares listed on NASDAQ. In a European matter, the group assisted Manchester United with its $46m NYSE block trade secondary offering of three million class A ordinary shares. New York-based Marc Jaffe heads the US team, which has seen 14 partner promotions since 2014.

Milbank, Tweed, Hadley & McCloy LLP’s ‘very competent’ capital markets attorneys form ‘one of the strongest Latin America practices around’. Supported by a strong Sao Paulo-office, the team, whose ‘depth permits responsiveness and quality work’, acted for Brazil’s largest reinsurer IRB Brasil in its Sao Paulo Stock Exchange-based $1bn Rule 144A/Regulation S issuance, assisted the initial purchasers with a $150m equity follow-on offering of Brazilian technology company Valid, and advised Credit Suisse and HSBC as underwriters in the $1.5bn notes offering by Ecopetrol. ‘Excellent’ practice head Marcelo Mottesi also acted for Citigroup Global Markets as initial purchaser in the first aircraft-backed enhanced equipment trust certificate (EETC) issued in South America by LATAM Airlines, worth $1bn. Andrew Jánszky is recommended. All attorneys mentioned are based in New York.

Morrison & Foerster LLP is ‘very much in tune with the tone of the markets’, providing ‘a world-class service level’. Headed by the New York-based James Tanenbaum, the capital markets group has strong expertise in advising on cross-border IPOs, private placements and global covered bonds, often acting for Canadian and European clients. Highlights in 2015 included advising Dutch company Mobileye on its $822m follow-on equity offering and assisting Icelandic bank Íslandsbanki with a $750m global medium-term note program update. In Canada-based mandates, the team acted for National Bank of Canada Financial, BNP Paribas Securities and Citigroup Global Markets as lead managers in National Bank of Canada’s $750m covered bond offering, and also advised WR Hambrecht + Co as sole underwriter on the $76m IPO of the British Columbia domiciled company XBiotech.

Proskauer Rose LLP’s ‘terrific’ team is especially lauded for its ‘significant high-yield expertise’ and is considered a ‘particularly strong player in the IPO market’. This was underlined by several major highlight matters in 2015, including advising the underwriters, led by Citigroup, on the $100m London IPO of Georgia Healthcare Group, and assiting Barclays and IKB Deutsche Industriebank as joint lead managers and book-runners with Techniplas’ €135m high-yield bond offering. Other notable matters included handling Celgene’s $8bn offering of five tranches of investment grade unsecured senior notes. Frank Lopez, who ‘has his finger on the pulse of the market’, jointly heads the practice with Julie Allen, who is ‘excellent in every aspect’. Carlos Martinez is particularly well-regarded for his Latin America expertise.

Shearman & Sterling LLP has longstanding experience in acting for underwriters and issuers, and its broad client base in Latin America in particular stands out. Stuart Fleischmann advised Deutsche Bank Securities and JPMorgan as underwriters on a century bond by Petrobras, the first issued to date by a Brazilian entity. Antonia Stolper acted for Citigroup and JPMorgan as lead underwriters in a $1.25bn senior global bond offering by the Republic of Peru, and also advised different lead underwriters on a $1.2bn registered shelf takedown offering of investment grade senior bonds by the Republic of Uruguay. Additionally, Jason Lehner, who splits his time between Toronto and New York, handled the province of Ontario’s $2bn registered shelf takedown of fixed-rate investment grade bonds. All attorneys mentioned are based in New York unless otherwise stated.

A ‘trusted adviser’ in capital market matters, Skadden, Arps, Slate, Meagher & Flom LLP’s New York-based practice receives a high volume of diverse work stemming from European, Canadian, Asian and Latin American clients. Dwight Yoo assisted the Coca-Cola Company with the issue of €8.5bn multi-tranche notes, which represented the largest issuance of euro-denominated bonds by a US company to date. In a major high-yield deal, practice co-head Stacy Kanter acted for Ireland-based pharmaceutical company Endo International in a $1.2bn Rule 144A/Regulation S senior notes offering, issued by Endo Limited, Endo Finance and Endo Finco, as well as on another $1.64bn Rule 144A/Regulation S senior notes offering. In a Latin America highlight, Gregory Fernicola assisted CEMEX with a high-yield offering of senior secured notes in two tranches, respectively worth €550m and $750m. The group is also active in the IPO field.

Clifford Chance was particularly active in Latin America-based high-yield matters in 2015. Alex Camacho led advice to the Mexican offshore service provider Offshore Drilling Holding as issuer in a $950m senior notes offering due 2020 placed by Citibank, Credit Suisse, Deutsche Bank and Santander, and, on the underwriter side, he advised Morgan Stanley in a $300m offering of notes by Grupo IDESA. BNP Paribas, LATAM Airlines, Goldman Sachs and Santander Investment Securities are among the many other recent clients of the team, which is headed by Kathleen Werner and Jon Zonis. Gary Brooks is another key contact.

Dechert LLP’s ‘excellent in-depth knowledge of the global capital markets’ is illustrated by its diverse client base which includes Deutsche Bank, Citigroup and Zealand Pharma. While the ‘well-known and respected attorneyHoward Kleinman, who ‘stands out from the crowd for his capital market expertise’, concentrates on Latin America-based matters, the rest of the team regularly acts for issuers and underwriters in Asia, the Middle East and Europe, with a particular focus on matters related to life sciences. In New York, David Rosenthal, who jointly heads the practice with Boston-based Thomas Friedmann, was recently retained by an underwriting syndicate, led by JMP Securities as sole book-running manager, in a $50m cross-border IPO of ordinary shares listed on NASDAQ by Israel-based Mapi Pharma. In Philadelphia, William Lawlor and Ian Hartman assisted Crown Holdings with a €600m offering of senior unsecured notes due 2025.

Linklaters LLP’s ‘excellent’, ‘knowledgeable and professional’ team fields ‘high-quality attorneys’, including the highly recommended Conrado Tenaglia and Jeffrey Cohen. The group has a significant IPO practice and in one recent such highlight it advised Argentine company Bioceres on its proposed $75m NYSE IPO. In another Latin America-based matter, on the underwriter side this time, Tenaglia led advice to HSBC Securities, JPMorgan Securities, Bank of America Merrill Lynch and Pierce, Fenner & Smith as joint book-runners in a $500m offering of notes due 2021. Cohen also led a cross-border team from the firm’s European, Asian and US offices to assist Rabobank Nederland with its issuance of $2.75bn worth of tier 2 subordinated notes, including notes due 2045. Other key clients include BNP Paribas, Abengoa and National Grid.

Paul Hastings LLP significantly bolstered its capital markets team with the arrival of Cathleen McLaughlin, Allen & Overy LLP’s former Latin America practice head. Since joining in March, she has advised on several multimillion-dollar capital markets transactions, most prominently the $2bn SEC-registered dual-tranche bond offering for the Government of Jamaica. Michael Fitzgerald and Arturo Carrillo acted for Morgan Stanley and Deutsche Bank as underwriters in a $175m follow-on secondary offering of Mexican low-cost airline Volaris and, in an equity matter, San Francisco-based Thomas Pollock assisted BioMarin Pharmaceutical with its underwritten public offering of 9.8 million of common shares, raising $912m. William Schwitter heads the leveraged finance practice from New York, where all attorneys mentioned are based unless otherwise stated.

White & Case LLP’s 2015 workload in the global offerings sphere was dominated by a high number of Israel-related mandates. On the issuer side, New York’s Colin Diamond assisted digital printing company Kornit with its NASDAQ-listed IPO, which raised $73m in net proceeds, and, on the underwriter side, he acted for Barclays Capital, Cowen and Company, Guggenheim Securities and Oppenheimer & Co. in Foamix Pharmaceuticals’ $69m equity offering. In an Australia-based highlight, Diamond advised Morgan Stanley and Credit Suisse Securities as joint lead book-runners on the public offering and $500m sale of pass-through certificates by Delta Air Lines.

Advice on sovereign bonds is the backbone of Arnold & Porter LLP’s capital markets practice. New York’s Steven Tepper kept busy in 2015 and assisted the Republic of Turkey with three global debt offerings totaling $4bn, and also acted for Citigroup Global Markets and JPMorgan Securities as underwriters in a $1bn offering of guaranteed notes due 2022 by the Hashemite Kingdom of Jordan. The group also continues to be very active in the Latin American market; Neil Goodman led advice to the Republic of Colombia in three SEC-registered global bond issuances worth $4bn, while Whitney Debevoise assisted the Federative Republic of Brazil with the early redemption of its 11.5% global bonds due 2040, worth $1bn. Counsel Arturo Caraballo returned to the firm in August 2015. All attorneys mentioned are based in Washington DC unless otherwise stated.

Debevoise & Plimpton LLP’s capital markets practice spans the entire spectrum of debt and equity offerings advice, and has a particularly good reputation in the high-yield debt space. In a notable highlight, Matthew Kaplan assisted Westpac Banking as issuer with several transactions, including a $1bn offering of notes due 2018, a $1bn offering of notes due 2020, and a $600m offering of floating-rate notes due 2018; all offerings totaled approximately $7.1bn. Steven Slutzky is another name to note. All attorneys mentioned are based in New York.

Fried, Frank, Harris, Shriver & Jacobson LLP’s Daniel Bursky and Stuart Gelfond head the firm’s capital market practice, which is particularly active in cross-border deals on both the issuer and underwriter side. Major highlights of 2015 included handling Irish company Perrigo’s $1.6bn offering of outstanding investment-grade senior notes, and advising Norbord on its $315m offering of high-yield senior secured notes. On the underwriter side, the group acted as counsel to the initial purchasers, led by Bank of America Merrill Lynch, Barclays and Goldman Sachs, in SIG Combibloc Holding’s €675m high-yield senior secured notes offering. On the IPO front, Gelfond and Joshua Coleman, who returned to the New York-based team from the firm’s London office, assisted Acasta Enterprises and the underwriters in its Toronto Stock Exchange-listed $403m IPO of class A restricted voting units. Mark Hayek made partner in March 2015.

In 2015, Mayer Brown continued to handle a steady stream of capital market work from Canadian, European and Asian clients. Notable work for underwriters included advising JPMorgan Securities on the issuance of €500m worth of floating-rate notes due 2019 and €600m worth of notes due 2023 by Archer-Daniels-Midland. On the issuer side, Chicago-based practice head Edward Best assisted ACE Limited with its $5.3bn issuance of four tranches of senior notes, respectively due in 2020, 2022, 2026 and 2045, as well as on the issuance of $800m worth of 3.15% senior notes due 2025. Key clients also include TransCanada PipeLines, La Caisse centrale Desjardins du Québec, and Bank of America Merrill Lynch.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has ‘deep knowledge of the mechanics of Canada-US capital markets transactions’ and fields a ‘deep bench of highly effective and specialized partners’, who predominantly focus on high-end issuer work. Andrew Foley, who splits his time between Toronto and New York, recently assisted Canadian Natural Resources on debt offerings totaling $1.2bn, while in a Europe-based deal, global practice head Mark Bergmann, who is currently residing in the London office, and Raphael Russo advised Shawbrook on its London IPO, which raised £90m and valued the company at £725m. On the underwriter side, Christopher Cummings acted for Morgan Stanley, Credit Suisse and RBC in the $151m IPO of common shares by Canadian commerce platform Shopify. Edwin Maynard demonstrates ‘particular strength in acting on the issuer side’. Catherine Goodall and Brian Janson were both promoted to the partnership. All mentioned attorneys are based in New York unless otherwise stated.


Capital markets: high-yield debt offerings

Index of tables

  1. Capital markets: high-yield debt offerings - advice to issuers
  2. Capital markets: high-yield debt offerings - advice to underwriters
  3. Leading lawyers

Leading lawyers

  1. 1

When it comes to advice to underwriters, the level of service at Cahill Gordon & Reindel LLP, particularly in relation to high-yield securities, ‘is second to none’. Clients appreciate the ‘very deep roster of qualified attorneys who have unparalleled market knowledge regarding high-yield financing’, adding ‘the partners are extremely responsive and balance underwriter protections with commercial knowledge extremely well’. Earning individual praise is John Tripodoro, whose ‘mind is like an encyclopaedia of precedents’. Among the matters Tripodoro worked on in 2015 was advising the financing sources on $16bn worth of bank, bond and equity financing related Valeant’s acquisition of Salix; the other attorneys leading on this were William Hartnett, Noah Newitz and Timothy Howell. The 29-partner group also includes key names such as Daniel Zubkoff and Douglas Horowitz, who, among other things, assisted the initial purchasers with a $6.6bn Rule 144A/Regulation S placement related to Frontier Communications’ purchase of wireline assets from Verizon. Other names to note are James Clark, Jonathan Schaffzin, Michael Ohler and Corey Wright.

In relation to the high-yield market, Kirkland & Ellis LLP has one of the most active practices in the country. The firm acts almost exclusively as issuer’s counsel to private equity sponsors and their portfolio businesses as well as public companies, often in relation to M&A financing. Notable recent work includes Joshua Korff advising Heinz on its $2bn offering of second lien senior secured notes, the proceeds of which were used to fund its merger with Kraft Foods. During 2014 and 2015, Christian Nagler advised on numerous high-yield debt issuances, including two offerings by Charter Communications totaling $6.2bn and a $1.26bn offering by Murray Energy. Korff and Nagler are both based in New York, but the firm has notable strength in its Chicago office too. From there, James Rowe acted for iHeart Communications in a $950m notes offering and Dennis Myers handled asset management software provider Solera Holdings’ $850m notes offering. New York-based Richard Aftanas is another key name in this space.

Latham & Watkins LLP has an impressive profile in the high-yield space and successfully balances a leading issuer side practice with a very strong showing on the underwriter side. In the period under review, the firm handled $92bn worth of high-yield offerings, among which are standout matters such as advising the underwriters in relation to American Energy - Permian Basin’s $295m offering of senior secured second lien notes. Houston-based Michael Chambers and Chicago-based Roderick Branch led on that matter, which was one of only a handful of such deals done in the energy space in 2015. Out of Washington DC, practice co-chair Patrick Shannon assisted Cogent Communications with its issuance of $250m of notes, and out of New York, co-chair Marc Jaffe and Erika Weinberg acted for Intrepid Aviation in its $120m notes offering. Other key contacts are Jason Licht in Washington DC as well as Kirk Davenport and Ian Schuman in New York.

Private equity powerhouse Simpson Thacher & Bartlett LLP is ‘top-notch in terms of its knowledge of current markets and emerging trends’, and in the high-yield space, particularly on behalf of issuers, it is among the very best. Heading the practice is New York-based Arthur Robinson, and of his team clients say that the ‘experience, industry knowledge and business acumen are particularly impressive’ and that these are ‘extremely helpful in guiding us through the offering process’. Recent work includes Edgar Lewandowski and Edward Tolley advising Summit Materials on a $300m Rule 144A/Regulation S offering, Joseph Kaufman assisting non-governmental hospital operator HCA with its $1.6bn notes offering and Andrew Keller acting for Sirius XM Holdings on a $1bn offering by its subsidiary Sirius XM Radio. In an example of the firm’s work on the underwriter side, where it is also strong, a team led by Robinson and Ryan Bekkerus advised the initial purchasers on a $1.2bn offering by Pharmaceutical Product Development. Other names to note are Kenneth Wallach and Richard Fenyes, who is commended for his ‘subject matter command and ability to think outside the box’.

Cleary Gottlieb Steen & Hamilton LLP is well known for its quality in handling complex capital markets transactions, and in the high-yield arena it is an attractive option for issuers as well as for underwriters and initial purchasers. Key names in this practice - which is closely tied to the firm’s private equity, acquisition finance and M&A practices - include Craig Brod and Michael Volkovitsch. In a highlight from 2015, Francesca Odell advised longstanding client Petrobras on what was the first-ever ‘century bond’ offering by a Brazilian issuer - $2.5bn of senior notes due in 2115. Elsewhere, Brod acted for Canadian company OpenText in an $800m Rule 144A/Regulation S offering, and David Lopez assisted Warburg Pincus and Sterigenics-Nordion Holdings with Sterigenics-Nordion’s $450m notes offering, the proceeds of which were used to finance the Warburg Pincus-sponsored purchase of a majority stake in Sterigenics. Duane McLaughlin, Pamela Marcogliese and counsel David Webb are also recommended.

Cravath, Swaine & Moore LLP is hailed as ‘the best on all fronts when it comes to financing transactions’. Praised for its ‘expertise, work ethic, planning, execution and deep bench’, the team provides a level of service that is ‘unmatched’. In the high-yield space, the firm is impressive in managing to balance high-level practices on both the issuer and underwriter sides. In 2015, on the issuer side, the firm advised on Rule 144A/Regulation S offerings for, among others, Vista Outdoor, Cable One, and subsidiaries of CyrusOne. Assisting Vista was Craig Arcella, who earns praise for demonstrating ‘a unique balance of sophistication and creativity when it comes to financial transactions’. Joseph Zavaglia and Kris Heinzelman acted for Cable One, and William Fogg advised the CyrusOne subsidiaries. On the underwriter side, Andrew Pitts and Joseph Zavaglia handled on behalf of the initial purchasers Rite Aid’s $1.8bn Rule 144A/Regulation S offering while Fogg and Johnny Skumpija advised the underwriters on United Rentals’ $1.8bn registered offering. William Whelan is another name to note.

Davis Polk & Wardwell LLP is globally renowned for its expertise in securities law and is routinely among the most active across product types. In the high-yield arena, as elsewhere, the firm has a balanced practice, advising issuers and underwriters across a wide range of industries. Standout matters included acting for the joint book-running managers, initial purchasers and global coordinators on a series of Rule 144A/Regulation S offerings totaling $3.1bn by freight transportation provider XPO Logistics; Michael Kaplan led on that. Kaplan also handled certain financing transactions related to Windstream Services’ spin-off of its communication distribution systems, acting for the initial purchasers in relation to a $1.5bn Rule 144A/Regulation S offering and the dealer managers in relation to a debt-for-debt exchange. Elsewhere, Menlo Park-based Alan Denenberg assisted data exchange company Equinix with a $1.1bn notes offering to finance M&A activities while Richard Truesdell advised MSCI, a provider of investment support tools, on an $800m Rule 144A/Regulation S offering.

The ‘very strong group’ at Paul, Weiss, Rifkind, Wharton & Garrison LLP is particularly prominent in issuer-side representations in the high-yield space, which is largely a function of its sizeable private equity practice. Highlights in 2015 included Gregory Ezring and David Huntington handling chemical manufacturer Hexion’s $315m offering, Lawrence Wee advising broadband company WaveDivision on a $125m offering and Raphael Russo assisting consumer products Spectrum Brands with a $1bn notes offering. During the course of 2015, Russo also acted as issuer’s counsel in a series of offerings by HRG Holdings totaling $400m. Monica Thurmond and John Kennedy are additional key contacts.

Shearman & Sterling LLP provides ‘excellent service’, handling ‘all level of transactions from the smallest to the largest with expertise’. Key partners in the high-yield space include Michael Benjamin and Jonathan DeSantis in New York and Jason Lehner, who splits his time between New York and Toronto. Among the high-yield deals the ‘absolutely top-notch’ Benjamin acted on in 2015 were Rule 144A/Regulation S offerings by Air Medical ($370m) and also Dean Foods ($700m); in both cases Benjamin represented the underwriters. On the issuer side, Lehner, at the back end of 2014, advised KLX on a Rule 144A/Regulation S offering related to its spin-off from B/E Aerospace. Lehner also served as underwriters’ counsel in offerings by Dana Holding Corporation, Cott Beverages and Peabody Energy. Elsewhere, DeSantis assisted sole book-running manager Wells Fargo Securities with a $350m Rule 144A/Regulation S offering of floating rate notes by FTS International.

Skadden, Arps, Slate, Meagher & Flom LLP has a strong showing in the high-yield debt space, particularly as counsel to issuers but also to underwriters. Standout matters for the team in 2015 include Michael Zeidel advising Valeant on two Rule 144A/Regulation S notes offerings of $10.1bn and $1bn respectively; the first transaction was the second largest high-yield notes offering ever. Another key figure in the group is Stacy Kanter, who in 2015 assisted DuPont with a $2.5bn offering by its subsidiary Chemours. Elsewhere, Gregory Fernicola acted for CEMEX in two Rule 144A/Regulation S offerings of €550m and $750m respectively. On the bank side, David Goldschmidt advised the representatives of the underwriters on a €500m notes offering by MPT Operating Partnership, the operating Medical Properties Trust. All named attorneys are based in New York.

Sullivan & Cromwell LLP’s practice in the high-yield arena is weighted towards the issuer side, but it certainly has a presence on the bank side too. Recent examples include Robert Downes advising the initial purchasers on a $600m Rule 144A/Regulation S notes offering by PPL Energy Supply and Robert Buckholz acting for the joint book-running managers on a $300m registered offering by electronic security company ADT. The firm has specific industry knowledge in, among other areas, energy, mining, healthcare and industrial goods, which is evident in some of its recent issuer-side engagements, such as assisting Concordia Healthcare with a $735m Rule 144A/Regulation S offering to part finance its acquisition of the commercial assets of Covis Pharma. John Estes played a key role in that, as he did in the advice to Fortescue Metals in a balance sheet restructuring involving a $2.3bn Rule 144A/Regulation S offering. Palo Alto-based John Savva is another name to note; he handled CNH Industrial Capital’s $600m Rule 144A/Regulation S offering.

Weil, Gotshal & Manges LLP has an active high-yield practice that often works closely with the firm’s banking and finance, M&A and private equity teams in relation to acquisition finance. As an example, a team led by Todd Chandler advised new client WPX Energy on its $1bn offering of high-yield notes to part finance its acquisition of RKI Exploration & Production. In another example, a team led by Heather Emmel acted for Kronos Acquisition Holdings, the parent company of KIK Custom Products, in its $390m notes offering to part finance its acquisition by Centerbridge. Elsewhere, the recommended Corey Chivers handled AMC Entertainment’s $600m notes offering to finance its $600m tender offer for certain other notes. Alexander Lynch heads the capital markets practice.

Baker Botts L.L.P. worked on numerous high-yield debt offerings over the course of 2015, both as issuer’s counsel and as underwriters’ counsel, and typically in matters involving energy companies. Examples included Kelly Rose, Douglass Rayburn and Mollie Duckworth advising LINN Energy on an agreement with noteholders to exchange $2bn worth of its outstanding senior unsecured notes for $1bn of newly issued senior secured second lien notes. Rose and David Kirkland head the firm’s corporate department out of Houston; Rayburn is based in Dallas and Duckworth in Austin. Other work of note included John Geddes handling Noble Corporation’s $1.1bn offering by its subsidiary Noble Holding and Tull Florey acting for the initial purchasers on an $800m private placement by Gulfstream Natural Gas System. Florey and Geddes are based in Houston, as is Joshua Davidson, who is another notable name.

The ‘terrific’ capital markets team at Debevoise & Plimpton LLPbrings great judgment’ to its advice to clients, which in the high-yield space are typically issuers. Highlights from 2015 included Steven Slutzky handling metal products manufacturer NCI Building Systems’ $250m notes offering, the proceeds of which were used to fund its $245m acquisition of CENTRIA. Slutzky heads the practice alongside Matthew Kaplan, who assisted Corporate Risk Holdings restructure around $1.8bn of indebtedness, including three separate exchange offers requiring the issuance of $540m in new second and third lien high-yield notes. Another name to note is Peter Loughran, who acted for Tribune Media in several securities transactions, including its $1.1bn notes offering.

Fried, Frank, Harris, Shriver & Jacobson LLP’s capital markets team gets ‘very high marks for strength-in-depth’ and for the fact that its lawyers ‘know the subject matter law very well and consistently factor in circumstances and business goals in providing advice’. The team is led by Daniel Bursky and Stuart Gelfond, and in the high-yield arena it provides a balanced practice acting for issuers and underwriters. In a recent highlight, Bursky and Joshua Coleman assisted the initial purchasers with a €675m high-yield notes offering by SIG Combibloc. Elsewhere, Gelfond handled ONEOK’s $500m registered notes offering and Gelfond teamed up with Mark Hayek to advise the initial purchasers on a $200m offering by Speedway Motorsports. Andrew Barkan is also recommended.

The ‘excellent’ team at Jones Day is praised for its ‘responsiveness, expertise and practice advice-giving’ and for being ‘a very valuable resource in the high-yield debt area’. The ‘extremely knowledgeable and very responsive’ Michael Solecki heads the US practice alongside Christopher Kelly; both are based in the Cleveland office, but the firm has capital markets experts stationed right across its US and international network. Highlights in 2015 included advising communications services company Sprint on its public offering of $1.5bn of notes and acting for USG Corporation, a manufacturer and distributor of building materials, on its $350m Rule 144A/Regulation S offering and concurrent tender offer for outstanding notes. New York-based Eric Maki and Cleveland-based Kimberly Pustulka led on the first matter; Edward Winslow and Timothy Melton led on the second out of Chicago.

Milbank, Tweed, Hadley & McCloy LLP’s team is valued for having ‘extensive experience handling some of the most nuanced and difficult issues presented by capital markets transactions’. In the high-yield space, as elsewhere, its financing work is often tied to acquisitions or to liability management issues. As an example, the firm acted for the banks in a $579m financing package for Nord Anglia Education to fund its acquisition of six schools; Rod Miller played a key role in this matter, which included a CHF200m Rule 144A/Regulation S offering of senior secured high-yield notes. Elsewhere, Arnold Peinado played a key role advising the initial purchasers in a $300m offering by VistaJet. Marcelo Mottesi heads the capital markets practice; Paul Denaro is another name to note.

Paul Hastings LLP has built up a significant capital markets practice in recent years, and the team was further boosted in 2015 by the arrival of Cathleen McLaughlin from Allen & Overy LLP. McLaughlin is a Latin America expert, which adds to the firm’s notable strength in that area. Recent work in the high-yield space includes John Cobb advising Barclays and RBC Capital Markets as initial purchasers in connection with a $375m Rule 144A/Regulation S offering by Reliance Intermediate Holdings and assisting Barclays as dealer manager with a concurrent tender offer by Reliance for outstanding notes. Additionally, Michael Fitzgerald and Joy Gallup acted for the underwriters in Televisa’s $1.2bn senior notes issuance, the biggest Mexican corporate bond offering of 2015. The group is chaired by Michael Zuppone who is based in New York along with all other named lawyers.

The team at Proskauer Rose LLP has ‘a deep knowledge base’ and is ‘always available, highly responsive and easy to work with’. The ‘terrificFrank Lopez is a specialist in this area and heads the capital markets alongside Julie Allen. In 2015, among other things, Lopez advised, with Maximilian Kirchner, Suburban Propane Partners and Suburban Energy Finance on a $250m senior notes offering. He also acted for Beach Point Capital Management as purchaser in a tack-on placement of high-yield notes by logistics company Neovia. In another notable matter, Carlos Martinez handled Pacific Rubiales Energy’s $750m Rule 144A/Regulation S offering, the proceeds of which were used to finance shorter term debts.

In 2015, Vinson & Elkins LLP’s capital markets team handled a considerable volume of high-yield transactions for issuers and underwriters. Highlights included Mark Kelly and Sarah Morgan advising Energy XXI Gulf Coast on its $1.45bn private offering of senior secured second lien notes, the proceeds of which were used to repay outstanding debt and fund a portion of its 2015 capital expenditure. Also in 2015, David Stone assisted SandRidge Energy with its $1.25bn offering of senior secured notes, and acted for the underwriters in Halcón Resources’ $700m senior notes offering and a subsequent $1bn debt exchange offer for its outstanding senior notes. Michael Harrington is also singled out for recognition. All named attorneys are based in Houston.

As a leader in institutional lending, White & Case LLP has strong relationships with many of the top investment banks. Over the course of 2015, the firm has advised the underwriters, initial purchasers and joint book-running managers on numerous high-yield offerings. As an example, a team led by leveraged finance specialist Ronald Brody acted for Jefferies as sole representative of the joint book-running managers in DAE Aviation Holdings’ $485m notes offering, the proceeds of which were used to part finance the purchase of its parent company by VCSA Holding Corp. Gary Kashar, another key figure, assisted the initial purchasers, including Morgan Stanley, with Walter Energy’s $320m notes offering. The proceeds from this were used to repay all outstanding debts.

Clifford Chance’s US capital markets practice is led out of New York by Gary Brooks. The four-partner team does not handle the volume of deals as evidenced elsewhere, but focuses instead on sophisticated cross-border work involving foreign issuers, particularly from Latin American. Examples from 2015 included Brooks advising LATAM Airlines on its first issuance of high-yield notes (a $500m Rule 144A/Regulation S offering) and a related tender offer for $300m of notes of TAM Capital 2 (part of LATAM). Elsewhere, Alex Camacho acted for managing underwriters Goldman Sachs and Santander in Mexican company Gruma’s $300m Rule 144A/Regulation S offering while Jonathan Zonis handled electricity company AES Panama’s $300m notes offering.

Dechert LLP earns praise for its ‘excellent service and speedy response times’ and, according to one client, for ‘getting up-to-speed with our business quickly’. It is noted for its work with private equity firms and emerging companies, and has a particularly strong profile within the life sciences and pharmaceuticals sector. In the high-yield space, a team led by New York-based David Rosenthal recently advised Egalet on a $60m Rule 144A/Regulation S private placement. Rosenthal chairs the practice alongside Boston-based Thomas Friedmann; other notable names are Howard Kleinman and Richard Goldberg in New York and William Lawlor and Ian Hartman in Philadelphia. Goldberg is commended for his ‘excellent responsiveness and commanding subject-matter knowledge’.

Gibson, Dunn & Crutcher LLP’s capital markets practice is led by Andrew Fabens, Stewart McDowell and Peter Wardle, who are based in New York, San Francisco and Los Angeles respectively. In the high-yield space, recent highlights include New York-based Barbara Becker advising Tenet Healthcare on a $2.8bn Rule 144A offering and concurrent Canadian private offering of floating rate notes, the proceeds of which were used, in part, to fund its acquisition of European Surgical Partners. Century City-based Cromwell Montgomery handled Shea Home Limited Partnership’s $750m Rule 144A offering while Denver-based Steven Talley assisted Zayo Group with a series of high-yield offerings totaling $1.78bn.

Mayer Brown continues to act on high-yield deals for issuers and, to a lesser extent, underwriters. Highlights from 2015 included Paul Theiss and John Berkery advising Isle of Capri Casinos on its offer to exchange $150m of notes issued in a private offering with $150m of registered notes, and Harry Beaudry, Bill Hart and William Heller handling Halcón Resources’ $700m high-yield notes. On the underwriter side, Douglas Doetsch and Gabriela Sakamoto advised the underwriters, including Nomura Securities International, on ACI Airport SudAmerica’s $200m high-yield notes offering, and Berkery and practice head Edward Best acted for Bank of America Merrill Lynch in Oshkosh Corporation’s $250m notes offering. Best, Theiss, Beaudry and Doetsch are based in Chicago, Berkery is located in New York, and Heller works out of Houston.

Ropes & Gray LLP provides a ‘very high level of service’ in relation to high-yield debt offerings. Much of its work in this space stems from its numerous private equity relationships, and in particular from leveraged buyouts and recapitalization and refinancing transactions. A notable highlight from 2015 included New York-based Jay Kim assisting Party City with the complete refinancing of its capital structure, which included a $350m offering of senior unsecured high-yield notes. The firm also acted for TPG, Bain Capital, Blackstone and American Industrial Partners in acquisition-related high-yield offerings by respective portfolio companies. Boston-based Byung Choi and Jason Serlenga and New York-based Stefanie Birkmann are other names to note.


Commercial lending

Index of tables

  1. Commercial lending: advice to borrowers
  2. Commercial lending: advice to lenders
  3. Leading lawyers

The ‘highly regarded’ team at Cahill Gordon & Reindel LLP has a prolific practice acting for the lead arrangers in leveraged loan and acquisition loan transactions. The New York-based team has a wealth of excellent lending practitioners, with James Clark, Adam Dworkin, Michael Sherman, William Hartnett, Douglas Horowitz, Susanna Suh and Jonathan Schaffzin as just some of the key names. It noted a resurgence in corporate transactions and handled multiple headline deals, among which was advising the financing sources (administrative agent, lead arrangers etc.) on various loans related to Dollar Tree’s acquisition of Family Dollar; Sean Davis and Corey Wright led the advice. William Miller assisted Credit Suisse as administrative agent and lead arranger, and five other global banks as arrangers, with a $950m term B-3 loan and $3.6bn term B-4 loan for Albertsons, which helped finance its $9.2bn acquisition of Safeway. Although the firm is closely associated with banks, it also counts some non-bank lenders among its clients, including Jefferies Finance, which Jennifer Ezring advised - as administrative agent and lead arranger - on a $1.5bn credit facility for Epicor Software.

Cravath, Swaine & Moore LLP’s New York-based team is ‘at the very top’ for lending work and provides an ‘excellent’ level of service. It has firm relationships with the major banks and is often a first choice for headline work. James Cooper - who ‘knows credit agreements and leveraged loans inside out’ - and Tatiana Lapushchik advised JPMorgan, Mizuho and Wells Fargo on a $36.4bn bridge credit facility and new and replacement terms, as well as revolving credit facilities in excess of $5bn, intended to finance Actavis’ acquisition of Allergan. Other standout matters included assisting Credit Suisse, Citigroup and Deutsche Bank, as agents and arrangers, with $3.2bn of senior secured credit facilities to part finance CPP Investment Board’s acquisition of Antares Capital; Michael Goldman led the advice. A loss for the firm was B. Robbins Kiessling’s retirement in December 2015, but his mantle as a key name for sports financing has been assumed by Stephen Kessing, who in 2015 advised on JPMorgan’s $1.1bn revolving credit facility available to all NBA teams. Its borrower practice is perhaps slightly overshadowed by its market-leading reputation for lender-side work, but in 2015 it handled several big-ticket matters. The ‘fantastic’ Paul Zumbro advised Barnes & Noble and Barnes & Noble Education on a five-year asset-backed revolving credit facility pertaining to the separation of the two businesses. The firm’s presiding partner Allen Parker and George Zobitz are other names to note.

Davis Polk & Wardwell LLP’s ‘very versatile team is able to take on all types of financing’. Its lending practice is closely associated with banking clients, stemming in part from the firm’s longstanding relationships with JPMorgan and Morgan Stanley. Key lending mandates include the team’s advice to several financial institutions, as administrative agent and joint lead arrangers, on two highly leveraged consumer deals: the $4.5bn credit facilities provided to Galleria to finance the split-off of certain brands from Procter & Gamble and the related acquisition financing provided to Coty for the purchase of these brands; James Florack and Meyer Dworkin led the advice. Jason Kyrwood assisted several financial institutions, as lead arranger, joint book-runner and administrative agent, with a $12.8bn senior unsecured bridge loan to part finance Walgreens Boots Alliance’s acquisition of Rite Aid. Lawrence Wieman and Joseph Hadley are the mainstays of the borrower practice. Highlights included advice to Ford on amending and restating its existing revolving credit facility, which has an aggregate total of $13.4bn. Bradley Smith retired in 2015.

Debevoise & Plimpton LLP’s exceptional borrower practice is largely built off its leading reputation in the private equity and fund formation space, and this is bolstered by an impressive roster of corporate clients. The highly regarded David Brittenham leads the New York-based team, which includes William Beekman, Paul Brusiloff, Jeffrey Ross and recently promoted partner Scott Selinger. The group is frequently entrusted to handle marquee transactions and advised on one of the largest private equity deals of 2015: the financing of CPP Investment Board’s $12bn acquisition of Antares Capital, GE Capital’s sponsor lending business. The firm is traditionally strong in the insurance, healthcare and TMT industries, and it attracted significant work in these sectors again in 2015, including: assisting Stone Point Capital with the financing of its equity investment in Alliant Insurance Services; advising Envision Healthcare on a $1bn senior secured term loan facility intended for the acquisition of Rural/Metro Corporation; and handling the financing of Activision Blizzard’s $5.9bn acquisition of Irish public company King Digital, which involved significant regulatory aspects and was subject to the rules of the Irish Takeover Panel.

Top-tier’ firm Kirkland & Ellis LLP’s ‘highly skilled’ and ‘very responsive’ team has a ‘market-leading share in the private equity’ space, with mega-funds Bain Capital, Blackstone and The Carlyle Group among its clients. It is singled out for its ‘terrific market knowledge’, ‘strong business acumen’ and ‘excellent service’. The ‘robust’ practice has an impressive geographical reach, with practitioners in offices on the east and west coasts as well as Houston and Chicago; debt finance practice head, the ‘extremely strongLinda Myers, is based in the latter. It primarily handles work on the borrower and sponsor side and its expertise spans large and middle-market transactions. The group has been kept busy advising on acquisition financing, with recent examples including its assistance to Golden Gate Capital with the financing of its $1.2bn purchase of Angus Chemical Company, which included a $505m cross-border term loan; San Francisco-based Samantha Good led the advice. The group often acts for Vista Equity Partners, and among its work for the client in 2015 was a team including Sonali Shah Jindal handling the $3.1bn financing of the $4.3bn take-private acquisition of TIBCO Software. The ‘very experienced’ partners, who are ably supported by some ‘exceptional associates’, also include Michelle Kilkenney and Christopher Butler, who are based in Chicago, David Nemecek in Los Angeles and Jason Kanner and Eric Wedel in New York.

Latham & Watkins LLP has an exceptionally broad practice, handling deals across the value spectrum. As well as routinely advising its premier banking clients on upper and middle-market lending, it is increasingly attracting work from non-traditional lenders in the middle market. Daniel Seale (who was appointed global co-chair in July 2015, taking over from Michèle Penzer who is now managing partner of the New York office) led a cross-border team advising Barclays, as agent and arranger, on financing related to Platform Specialty Products’ acquisitions of Chemtura AgroSolutions and Arysta LifeScience. Other highlights included assisting Citibank, as administrative agent and joint lead arranger, with a $4.5bn revolving credit facility for Halliburton pertaining to its acquisition of Baker Hughes; this was one of the largest financings handled by the Houston team. Scott Gottdiener works closely with Jefferies, and at the end of 2014 he advised the client, as agent and arranger, on financing in excess of $1.9bn provided to Thoma Bravo for its acquisition of Compuware. Key highlights on the borrower side included the Washington DC team advising Avago Technologies on the $19bn financing used for its $37bn acquisition of Broadcom. Its middle-market offering is primarily based out of its Chicago office, which was bolstered in 2015 by the arrival of three partners from Sidley Austin LLP. David Crumbaugh in Chicago and Los Angeles-based Andrew Fayé are also key names in the team. John Mendez retired in 2015.

The ‘exceptional’ team at Ropes & Gray LLP, which has ‘top-notch’ capabilities acting for both sponsors and borrowers, stands out not just for its ‘huge deal flow’, but also its ability to ‘make things happen’ and ‘drive a great outcome with the banks’. The team is split across the firm’s Boston and New York offices and has a ‘deep bench’, which includes Jay Kim, Byung Choi and Michael Lee; the trio stand out for their ‘fantastic level of creativity’ and ability to ‘persuade opposing counsel’. Recent deals include assisting Surgery Center, an H.I.G. Capital portfolio company, with structuring and obtaining $1.36bn of first and second lien financing to fund the acquisition of Symbion, which was handled by Stefanie Birkmann, and advising GT Advanced Technologies on a debtor-in-possession term loan facility, where Alexander Zeltser took the lead. The group’s work on the lender side, where Alyson Gal Allen is a key name, has evolved from its funds practice, and its reputation in the direct lending space was strengthened further in 2015 by the arrival of Joanne De Silva from Morgan, Lewis & Bockius LLP. Highlights included its advice to MAST Capital Management and other financial institutions, as the majority lenders, on an out-of-court restructuring of SONIFI Solutions’ $350m term loan facilities. Steven Rutkovsky, Sunil Savkar and recently promoted partner Jason Serlenga are also recommended.

Simpson Thacher & Bartlett LLP is lauded as a ‘true partner’ to clients and is a recognized name for both borrower and lender work, and it particularly stands out for its expertise in high-grade acquisition finance. The US practice is able to tap into the firm’s wider resources - which includes a presence in most of the world’s financial centers - to handle complex cross-border financings, and over the course of 2015 Brian Steinhardt frequently partnered with the firm’s London office to act for borrowers. In a notable example, he advised Apax Partners on the €730m financing of its acquisition of the Netherlands-headquartered Exact Software. Other highlights for Steinhardt included assisting Walgreens Boots Alliance with the financing of its acquisition of Rite Aid, which was especially notable as the borrower devised the terms prior to approaching the financiers. Also on the borrower side, James Cross handled the financing of Sterling Partners’ $925m acquisition of eBay Enterprise and Alden Millard advised on the financing of TeamHealth’s $1.6bn acquisition of IPC Healthcare. On the lender side, it acts almost exclusively for the arrangers on syndicated acquisition financings, and practice head Patrick Ryan was part of a team advising the joint lead arrangers and joint book-runners on providing a $2bn revolving credit facility and a $3.8bn term loan to Neptune Finco Corp., a subsidiary of Altice, which were used, in part, to finance Altice’s acquisition of Cablevision. Justin Lungstrum, William Sheehan, James Knight, Alexandra Kaplan and Washington DC-based Christopher Brown are also key names in the team. Named attorneys are based in New York except where otherwise stated.

White & Case LLP’s ‘entire team is top notch with a collective grouping of some of the best partners on the Street’ supported by an ‘extremely talented and deep bench’ and its ‘advice can make the difference between a dead deal and big deal’. On the lender side, where it has ‘an unrivaled bank finance practice’ and handles a preponderance of cross-border matters, highlights included advising administrative agent Deutsche Bank and six joint lead arrangers on a $3bn multi-currency revolving facility and a £3.3bn bridge term loan facility for Ball Corporation’s $6.9bn takeover bid for Rexam. The firm generates a high percentage of its work in the middle market and ‘top lawyerScott Zemser led advice to Bank of America and Merrill Lynch, Pierce, Fenner & Smith on a cross-border $660m term loan acquisition facility provided to Mitel US and a $50m revolving credit facility provided to Mitel Networks and Mitel US. Its borrower work included assisting Anthem with a $26.5bn bridge loan intended to part finance the $48.3bn acquisition of Cigna. Eric Leicht, who is the head of the firm’s Americas banking practice, has that ‘scarce combination of experience, technical expertise and common sense needed to consistently and efficiently structure, negotiate and close complex secured acquisition and other bank financings’. David Bilkis, the ‘fantastically consistent’ Jake Mincemoyer, the recently promoted David Ridley and the dual-qualified Alan Rockwell are other ‘standout’ names.

Cleary Gottlieb Steen & Hamilton LLP has a strong track record in borrower-side work and confirms its status as a go-to firm for large strategic financings. Headline matters included its advice to Actavis on the $40.2bn financing of its acquisition of Allergan, which involved practitioners across its US and European offices and also included debt and equity offerings. It has made a concerted effort in recent years to increase its roster of private equity clients, as evidenced by its recent work for TPG and Warburg Pincus; Meme Peponis led advice to the latter on the financing of its acquisition of a minority stake in Sterigenics, as well as assisting with the $1.2bn financing of its acquisitions of majority stakes in Universal Services of America and Guardsmark. Duane McLaughlin advised a consortium led by TPG and including Ontario Teachers’ Pension Plan and PAG on financing in excess of $1.1bn for acquiring DTZ and Cassidy Turley; McLaughlin then assisted with $1.4bn of debt financing for DTZ’s $2bn acquisition of Cushman & Wakefield. Amy Shapiro is another key name in the New York-based team.

The ‘outstanding’ Marc Hanrahan leads Milbank, Tweed, Hadley & McCloy LLP’s eight-partner team, which grew from within in 2015 with the promotion of Jerome McCluskey. It is widely respected for the strength of its lending practice and receives a stream of work from financial institutions in relation to acquisition finance. In the second half of 2015, the firm closed a $1.9bn acquisition financing package on behalf of the lead arranger and initial purchaser, Credit Suisse, for Greatbatch and its subsidiaries; the dual-qualified Marcus Dougherty led the advice. Other highlights included Lauren Hanrahan’s advice to Credit Suisse, Goldman Sachs, Deutsche Bank and HSBC on a $579m acquisition financing package for Nord Anglia Education, and Michael Bellucci’s advice to four financial institutions on $1.6bn of debt financing for Sterigenics. Albert Pisa is another name to note in the New York-based team.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, which has built the cornerstone of its practice on serving private equity clients, is a real force on the borrower side of transactions. The ‘deep bench’ is ‘responsive, business savvy and contextually sensitive’ and is experienced across the breadth of financing methods. Recent highlights include advising Oak Hill Capital Partners on its $840m senior secured credit facility to finance the acquisition of Berlin Packaging; Eric Goodison led on that. In a particularly busy 12 months, Goodison was also instrumental in assisting Spectrum Brands with a $2.4bn multi-currency credit facility used to refinance bank debt and $300m of its outstanding bonds. Elsewhere, Thomas de la Bastide was part of a team handling an $800m senior secured term loan for Houghton Mifflin Harcourt pertaining to the acquisition of Scholastic’s educational, technology and services division. Gregory Ezring, Brad Finkelstein and Brian Kim are other stellar names in the team, which also acts for clients including Apollo Global Management and Silver Point Finance.

Proskauer Rose LLP’s team ‘compares favorably to the competition’ and is singled out for its work in the middle market and its ability to ‘add resources to its legal team as a deal requires’. The practice grew with the arrival of Los Angeles-based Sandra Lee Montgomery from the defunct Bingham McCutchen LLP, who joins a team headed by Stephen Boyko and the ‘exceptionalRon Franklin, who stands out for his experience in leveraged financing. Justin Breen advised on several matters for Ares Capital that spanned the value spectrum, including $800m in first and second lien credit facilities for American Seafoods and a $150m unitranche credit facility for Global Franchise Group. Highlights on the borrower side included its advice to Ascena Retail Group on its $1.8bn secured term loan B facility and $600m asset-based revolving credit facility, which was used in connection with its merger with ANN Inc. Steven Ellis, who co-heads the multi-tranche finance practice, is ‘extremely commercial’ and a ‘tremendous asset’. Vincenzo Lucibello was promoted to the partnership in 2015. Named attorneys are based in the firm’s Boston and New York offices, except where otherwise stated.

Shearman & Sterling LLP’s team ‘has a superior understanding of market precedents and delivers competitive, value-added service’. The largely bank-side practice ‘works with a broad range of lenders and can provide valuable insights into new trends and alternative solutions’; key clients include Barclays and JPMorgan. The firm is often sought out to advise on sponsor-backed M&A, and in 2015 Joshua Thompson led a cross-office team advising the administrative agent, as well as the joint lead arrangers and joint book-runners, on a $5.8bn and €3.5bn 364-day senior loan to finance GTECH’s acquisition of International Game Technology. In the second half of 2015, Maura O’Sullivan advised JPMorgan Chase as administrative agent on the high-profile spin-off transaction of Madison Square Gardens’ sports business. Pure play borrower practitioner Gus Atiyah, who splits his time between the firm’s New York and Washington DC offices, led advice to CVS Health on a $13bn bridge facility to finance its acquisition of Omnicare and, separately, a revolving credit facility. Jason White is recommended for high-grade acquisition financing and Michael Steinberg and Jonathan DeSantis are also noted names. The firm bolstered its structured finance practice with the hire of counsel Charles Thompson from Cleary Gottlieb Steen & Hamilton LLP in May 2015.

Weil, Gotshal & Manges LLP is recommended for its cross-border capability and its strength across borrower and lender mandates. Daniel Dokos, head of the firm’s global finance practice, and lawyers from the firm’s London office advised a consortium of nine banks, as arrangers, on a £1.25bn credit facility to refinance the existing debt of RAC, and to finance GIC’s acquisition of a stake in RAC. The group has a sizeable roster of borrower clients, ranging from large corporates to major PE houses, including General Electric, Genstar Capital and Brookfield Asset Management. Douglas Urquhart, head of the firm’s US practice, handled several financing matters for GE related to its plan to sell substantially all of GE Capital’s assets, and Andrew Colao assisted OMERS Private Equity with over $1bn secured multi-currency credit facilities to part finance the acquisition of Kenan Advantage Group and Kenan Canada GP. Allison Liff, Andrew Yoon, Morgan Bale and Dallas-based Courtney Marcus are other names to note.

Fried, Frank, Harris, Shriver & Jacobson LLP’s ‘strong’ team is valued for its ‘responsiveness’ and ‘perspective on the market’. It is highly regarded for work in the leveraged finance space and has a noteworthy practice acting for private equity sponsors, as evidenced by its advice to Permira Funds and the CPP Investment Board on obtaining the financing of its acquisition of Informatica, which was one of the highest-profile leveraged buyouts to take place in 2015; J Christian Nahr, who has a ‘practical approach’, led that advice. Practice head F William Reindel, a specialist in fund level financing, has a strong relationship with Goldman Sachs, and he and newly promoted partner Caroline Sandberg advised the client and its mezzanine loan funds on purchasing $150m of senior unsecured floating rate notes issued by Aspen Dental to finance American Securities’ purchase of the company. The firm’s commitment to further strengthen its commercial lending practice is evident in its hire of Julian Chung (‘diligent, thorough and addresses the issues that need to be addressed quickly’) from Orrick, Herrington & Sutcliffe LLP; Chung is tasked with developing the firm’s relationship with investment banks. In 2015, the firm also promoted Mark Hayek and Jan Sysel to partner. The ‘excellentViktor Okasmaa is another name to note in the New York-based team.

The largely borrower-focused team at Gibson, Dunn & Crutcher LLP advised on several multibillion-dollar acquisition financing deals in 2015, including St. Jude Medical’s purchase of Thoratec Corporation, where Aaron Adams took the lead advising on a $3.7bn senior unsecured bridge facility commitment and a $2.6bn senior unsecured term loan facility. Joerg Esdorn receives a flow of work from Lone Star that spans the volume spectrum; recent matters include advising on a bridge facility in excess of $6.1bn for the $7.6bn acquisition of Home Properties. In late 2014, Los Angeles-based Linda Curtis handled the financing of AECOM’s $6bn acquisition of URS. Other notable highlights included the firm’s assistance to Hewlett-Packard regarding a $5bn delayed draw term loan facility, which part financed its acquisition of Aruba Networks and its subsequent separation into two public companies; Darius Mehraban led the advice. Individuals are based in the firm’s New York office unless otherwise stated.

Jones Day’s ‘solid team of seasoned lawyers’ provides a ‘superb’ level of service, impresses with its ‘global reach’ and ‘addresses business needs first before providing legal advice’. The team has a strong Midwest presence and is jointly headed by Chicago-based Robert Graves; New York-based Brett Barragate is the other practice head. The firm has a well-established borrower practice and acts for an impressive number of Fortune 500 companies and private equity clients. Notable highlights on the borrower side included its advice to Southern Company on $8.1bn of financing related, in part, to the acquisition of AGL Resources, and its assistance to Enable Midstream Partners with a $1.7bn five-year unsecured syndicated revolving credit facility. The group has made a concerted effort to grow its lender practice since the early 2000s and is a ‘good value proposition for middle-market transactions’. It is regularly sought out by KeyBank, and 2015 highlights include advising on a $700m senior unsecured term loan provided to The Cooper Companies. Other individuals singled out in the team include Boston-based John Casais, who is ‘solution-oriented’ and the ‘outstanding’ Katherine Ettredge in Dallas.

McGuireWoods LLP’s ‘excellent’ lender-focused practice is built upon the firm’s roots in Charlotte, which is an important banking center. In recent years, the firm has added to its strong bank practice (clients include Bank of America and Wells Fargo) with an increasing number of non-bank clients, such as Capital One and GE Capital. Charlotte-based Raj Natarajan was appointed practice head in the summer of 2015, taking over from Robert Cramer, who remains a key name in the team. The group has a notable strength in auto dealer transactions and recently Manley Roberts advised Bank of America, as administrative agent, lender and letter of credit issuer, and Merrill Lynch, as sole lead arranger, on over $1.2bn of senior secured, syndicated credit facilities for Sonic Automotive.

Paul Hastings LLP has an excellent track record advising lenders and borrowers. The group has a notable energy practice and in 2014 the firm advised the joint book-runners and joint lead arrangers on the financing of Apollo’s $2bn acquisition of Encana’s Bighorn assets. In late 2013, the firm assisted WH Group with obtaining $4bn in debt financing to fund its acquisition of Smithfield Foods. Los Angeles-based Jennifer Yount, who heads the finance and restructuring practice, and William Schwitter, who is the firm’s chair of leveraged finance, are the key names.

Skadden, Arps, Slate, Meagher & Flom LLP’s team, which primarily operates from its New York office, is highly regarded for its borrower-side work. The practice has a solid track record in the health sector and Steven Messina, in conjunction with the firm’s M&A and tax departments, led advice to Centene on acquisition financing for its purchase of Health Net, which included over $3.6bn of bridge and bank financing. Stephanie Teicher handled a flow of acquisition and bank debt financing work for Valeant Pharmaceuticals International, including assisting with the financing of its $15.8bn acquisition of Salix. Other high-profile matters included Sarah Ward advising Frontier Communications on financing its $10.5bn acquisition of wireline assets from Verizon Communications. Lending mandates included advising Morgan Stanley Senior Funding, as lead arranger, on a $2.1bn senior secured credit facility to finance Dialog Semiconductor’s $4.6bn acquisition of Atmel Corporation. Thomas Gowan retired in 2015.

Bracewell LLP distinguishes itself with its work in the energy financing sector, where it has notable expertise in the upstream space. An example of this was practice head Dewey Gonsoulin Jr advising Denbury Resources on obtaining a $3.5bn revolving credit facility. The firm’s core team works from its Houston office, but also includes New York-based Kristen Campana and Robin Miles; the latter handled several deals for clients operating in the midstream market, including advising Targa Resources on upsizing its existing credit facility. Non energy-related work accounts for around 25% of the group’s workload; an example was the ‘responsiveKate Day advising the NBA’s San Antonio Spurs on a $132m secured revolving credit facility and a $68m secured term loan. Highlights on the lender side included assisting JPMorgan Chase, as administrative agent, with a $750m unsecured revolving credit facility for Cameron International; Heather Brown led the advice. Stephanie Koo Song is also recommended.

DLA Piper LLP (US)’s ‘value is primarily in the breadth of knowledge and experience of its lawyers’ and it provides an ‘excellent’ level of service. It has an impressive mix of bank and also non-regulated lender clients, where it has made significant inroads in recent years. Recent work includes Jamie Knox advising Wind Point Partners on a $1.2bn first and second lien credit facility for its portfolio company, Novolex, for Novelex’s acquisition of Packaging Dynamics and refinancing existing debt; this was unusual as a non-regulated lender was involved alongside a syndicate of banks. The group has notable strength in the technology sector, where it counts Silicon Valley Bank as a client; a recent highlight was advising on a $50m recurring revenue line of credit, senior term loan and mezzanine term loan to Workfront; Matt Schwartz led the advice. The ‘extremely capable’ Troy Zander ‘prioritizes clients’ best interests’ and Brian Doyle is also recommended.

Dechert LLP has a strong pedigree for acting for direct lending financiers, particularly in the middle market. It is adept at handling restructurings and Scott Zimmerman advised a second lien steering group, as the second lien agent, on restructuring Edmentum’s equity and debt capital structure. The team is equally skilled advising banking clients, and Philadelphia-based Sarah Gelb led a team serving as drafting counsel to the lead lenders on the financing of CPP Investment Board’s acquisition of the Antares business platform. Jeffrey Katz is a key name on the borrower side, where the firm's clients include Bregal Partners and B&G Foods. Lending specialist Jay Alicandri is also recommended.

The core of the lending work at Katten Muchin Rosenman LLP is for leading private equity clients, and it has a niche expertise in the junior capital space. Michael Jacobson, who leads the ‘outstanding’ team from the firm’s Chicago office, where the bulk of the team is based, is valued for his deep knowledge and strength in the middle market. The group handled several matters for asset management company Victory Park, which included advising on $300m of debt financing for AvantCredit and, separately, a second lien financing. In a rare foray into the upper middle market, New York-based Angela Batterson advised GE Antares Capital on a $1.3bn senior credit facility for NOVOLEX. Derek Ladgenski is recommended for his ability to ‘focus on the material aspects of each transaction’.

Mayer Brown primarily operates in the middle-market space, but will on occasion handle multibillion-dollar financings for borrowers and lenders. For example, it advised Whirlpool in late 2014 on two syndicated revolving credit facilities: a $2bn facility under a long-term credit agreement and a $1bn facility under a 364-day credit agreement; New York partners David Duffee and Adam Wolk led the advice. The pair subsequently advised Whirlpool and its subsidiaries on a $500m 364-day senior revolving credit facility. The team routinely handles work in the energy space, and individuals from the Houston team assisted the Royal Bank of Canada, as administrative and collateral agent, on refinancing Sanchez Production Partners’ $500m secured syndicated credit facility. Douglas Doetsch, who is based across the firm’s Chicago and New York offices, leads the team, which has grown laterally through the hires of Frederick Fisher in Chicago and Washington DC-based Andrew Young, who joined from Greenberg Traurig, LLP and K&L Gates respectively. It is a key name for Latin America financing and it bolstered this practice further in 2015 by opening a satellite office in Mexico City.

McDermott Will & Emery LLP has strong credentials in healthcare financing, where it features prominently on the side of borrowers. Los Angeles-based Gary Rosenbaum was part of a team handling a $750m senior unsecured revolving credit facility for healthcare company Premier, while Michael Boykins, who jointly heads the team with Rosenbaum, played a key role in assisting health insurer Blue Cross Blue Shield of Florida with refinancing a $500m revolving credit facility. The team has also done a lot of work with key private equity client H.I.G. Capital, including handling the financing of the acquisition of ATX Networks. Private equity-related work is an area the firm is looking to grow, as evidenced by its hire of former Kirkland & Ellis LLP attorneys Stephanie McCann and Kathy Schumacher in 2014 and 2015 respectively.

Sidley Austin LLP has a longstanding reputation for its work on behalf of lenders, but in recent years the practice has diversified, with Dallas-based Angela Fontana at the forefront of the firm’s efforts to develop its work on behalf of borrowers and sponsors. In Houston, Herschel Hamner advised Hunt Oil Company on a $1.7bn revolving credit facility and, on the lender side, assisted JPMorgan with a revolving credit facility in excess of $2.2bn for oil and gas service company Weatherford International. Other standout matters included the firm’s advice to General Electric on the financing aspects of the sale of its sponsor finance business and bank loan portfolio. Robert Lewis and Mark Kirsons in Chicago and Kelly Dybala in Dallas are other key names in the team, which was boosted by the arrivals of media and entertainment financing specialist Richard Petretti in Los Angeles and Houston-based Robert Stephens, who focuses on oil and gas, from Morgan, Lewis & Bockius LLP and Cadwalader, Wickersham & Taft LLP respectively.

An exceptional reputation for corporate matters ensures Sullivan & Cromwell LLP receives a raft of high-profile mandates from major borrowers. The team, which is primarily based in New York but also includes Dennis Sullivan in the firm’s Washington DC office, grew from within in January 2016 with the promotion of Ari Blaut to partner. The practice, which dovetails with the firm’s market-leading capital markets team, advised Concordia Healthcare on financing related to its acquisition of Covis’ drug portfolio, which included a $575m term loan and a $125m revolving loan, as well as, on the capital markets side, an offering of unsecured senior notes; John Estes led the advice. Other highlights included Robert Downes and Robert Reeder advising MSG Networks on financing the spin-off of its sports and entertainment business.

Winston & Strawn LLP provides an ‘exceptional’ service for an array of lending clients operating primarily in the middle market, and stands out for its ‘great wealth of knowledge regarding market terms’. Highlights included advising BMO Harris Bank, as agent, on $36.5m of financing for the acquisition of Ring & Pinion Service, which included revolver, term and working capital term loans, and assisting Wells Fargo with a $179m asset-based revolving credit facility for Waste Pro USA, which included a $13.5m ‘first-in last-out’ loan. The team is headed by Patrick Hardiman, Ronald Jacobson and New York-based Mats Carlston, and also includes James Snyder, who clients ‘trust and enjoy working with’. Individuals are based in Chicago except where otherwise stated.

Morgan, Lewis & Bockius LLP strengthened its practice with the arrival of a sizable team from Bingham McCutchen LLP, including Edwin Smith (‘an absolute fount of knowledge’) in Boston and Thomas Mellor (‘always conducts himself with the utmost professionalism’) and Frederick Eisenbiegler in New York. Eisenbiegler is especially highly regarded for unitranche transactions, and at his previous firm he advised sole lead arranger GSO Capital Partners and affiliates of GSO Capital as lenders on a $425m split collateral unitranche loan for a regional waste collection services provider. Transactional finance practice head Marshall Stoddard Jr, who has extensive experience in technology transactions, led advice to HSBC Bank USA, as administrative agent, on a $600m senior secured revolving credit facility for Micron Semiconductor Products and Micron Technology, which includes an option to increase the facility by up to $200m.

Willkie Farr & Gallagher LLP enters the ranking for the first time in recognition of the impressive work it has handled for its roster of borrower clients. Among this was its work during the second half of 2015 for Teva Pharmaceuticals, where it handled several financing transactions related to the acquisition of Allergan’s generic pharmaceuticals business, including a financing commitment in excess of $33.7bn and an agreement for a $27bn bridge term loan; William Hiller and Jeffrey Goldfarb led the advice. Hiller and Michael Zinder head the team, which recently brought Michael Niebruegge over to its Houston office from Bracewell LLP; Niebruegge is ‘well respected by energy bankers’.


Financial services: regulatory

Index of tables

  1. Financial services: regulatory
  2. Leading lawyers

Leading lawyers

  1. 1

Led by the ‘experienced and knowledgeable’ Robert Tortoriello, the team at Cleary Gottlieb Steen & Hamilton LLP provides ‘top-notch business understanding’ to banks, trade bodies and broker-dealers across the panoply of issues affecting their operations. Clients benefit from the expertise of lawyers who are ‘able to see the big picture’ and who ‘not only consider the immediate concern but also look to ensure the path of their advice will withstand time and variation’. Frequently working with the firm’s global network of offices, the team is ‘particularly strong on the regulation of foreign banking organizations’ and is able to provide cohesive strategic advice to global entities which is mindful of EU regulations as well as the extra-territorial effect of Dodd-Frank. Alongside Michael Krimminger and the ‘knowledgeable and pragmatic’ Derek Bush, Tortoriello has been advising domestic and foreign financial institutions, including Natixis and Barclays, on the implications of the Federal Reserve Board’s enhanced prudential standards and the implementation of enhanced Basel capital requirements. Formerly of the FDIC, Krimminger ‘knows what the regulator is looking for and can translate this into practical advice’. As part of his broad expertise, which also includes acting for numerous domestic and international banks on resolution planning issues, Krimminger has been at the forefront of the firm’s work for itBit Trust Company enabling it to become the first US-chartered and regulated virtual currency exchange. The team has also been involved in strategic resolution planning issues and has had a key role for two ad-hoc groups of the largest US banks in developing a set of interpretive positions representing industry consensus on Volcker rule issues impacting securitizations and other structured finance vehicles. The firm is also highly regarded for advising on regulations impacting the broker-dealer space, where Giovanni Prezioso, Robert Cook and David Aman are the key contacts. In April 2016, Katherine Mooney Carroll left private practice and began a role as counselor to US Secretary of Defense Ash Carter.

At the forefront of developments in the financial services industry, Davis Polk & Wardwell LLP is viewed as a thought leader across the spectrum of regulatory changes ushered in by Dodd-Frank. As well as highly strategic advice to leading domestic, foreign and regional banks including Citigroup, Goldman Sachs, CIT Group and BNP Paribas, the firm’s excellent subject knowledge also manifests itself in the form of numerous widely read summaries, analyses and progress reports about the Act, including the recently created Davis Polk Regulatory Gateway, which collects, in one location, its informational and subscription-based products and resources. The firm continues to be one of the leaders for resolution planning and is representing 25 of the most systemically important US bank holding companies on their living will requirements. The group also represents seven of the eight US global systemically important banking groups (G-SIBs) and several foreign G-SIBs on the Federal Reserve’s proposed new TLAC/LTD requirement, and is actively involved in drafting the industry’s comment letter (TCH/SIFMA) on that proposed new rule. Able to coalesce M&A, regulatory and restructuring capability, the firm has also been active advising domestic and foreign banks on strategic and structural M&A issues as they seek to come to terms with transformative regulatory rules including the Volcker rule and Basel III. Randall Guynn and Luigi De Ghenghi have been providing the regulatory input for General Electric as it continues to make numerous major asset sales in an effort to justify the Federal Reserve Board’s rescission of its designation as a systematically important non-bank financial company (SIFI). Margaret Tahyar and John Douglas are also recommended for bank regulatory matters, while ‘wonderful broker-dealer lawyer’ Annette Nazareth heads the firm’s trading and market practice, which also includes the ‘excellent’ Lanny Schwartz.

The ‘outstanding’ team at Sullivan & Cromwell LLP provides the ‘highest level of business acumen and industry knowledge related to financial service regulatory matters’, and has ‘excellent relationships with the regulators’. The ‘indefatigableRodgin Cohen has ‘unmatched bank regulatory experience’ and continues to be involved in many of the most significant mandates in the industry including acting for General Electric on the sale of most GE Capital assets. Cohen also advised CIT Group on its $3.4bn acquisition of OneWest and IMB Holdco; notably, this was the first transaction since Dodd-Frank in which two bank holding companies combined to form a new SIFI. ‘Knowledgeable’ financial services M&A expert Mitchell Eitelunderstands the issues from a client’s perspective’, and as well as being involved in the aforementioned deal, he also recently advised Bankia of Spain on the $883m sale of its US bank affiliate to BCI of Chile. The group also handles a raft of standalone advisory work across the spectrum of issues affecting financial services entities including Volcker rule and resolution planning matters. Co-head of the alternative investment management group, Whitney Chatterjee has been particularly active advising clients in the asset management space on Volcker rule issues, both from a standalone advisory perspective as well as from a strategic transactional viewpoint. Other recommended partners include Elizabeth Davy, who is a market leader in anti-money laundering (AML) and OFAC sanctions compliance matters; Camille Orme, who specializes in the interplay of US and non-US regulatory changes; the ‘excellentMichael Wiseman, whose broad-ranging practice encompasses M&A, compliance and enforcement; and Donald Toumey, who provides ‘outstanding business and commercial advice’ across a range of matters including bank M&A.

The ‘responsive and knowledgeable’ team at Debevoise & Plimpton LLP provides ‘high-calibre advice’ to domestic and foreign banks, non-bank consumer services entities and insurance companies on compliance issues as well as regulatory-driven financial services M&A. Gregory Lyons and ‘lawyers’ lawyer’ Satish Kini have ‘excellent knowledge’ of the regulatory changes affecting the industry and continue to advise a plethora of domestic and international financial services entities, including Royal Bank of Canada, Silicon Valley Bank and Société Générale, on Volcker rule compliance issues. They have also been representing a number of trade associations including the Securities Industry and Futures Markets Association (SIFMA) and the Private Equity Growth Capital Council (PEGCC) in their dealings with the Federal Reserve and other regulators to obtain regulatory relief and guidance on various Volcker rule issues. Benefiting from integrated banking, private equity and corporate groups, the team is also regularly involved in strategic financial services M&A, as entities dispose of non-core assets and elements of the business which may attract heightened regulatory scrutiny. Alongside Eric Dinallo, Lyons advised Canada Pension Plan Investment Board (CPPIB) on its acquisition of the leveraged buyout financing business of GECC, a US SIFI. Notably, the deal was structured in such a way that CPPIB did not itself become designated as a non-bank SIFI and therefore subject to the onerous regulatory burdens attached to such a designation. Other recommended practitioners include Nicholas Potter, who is well regarded for insurance M&A; of counsel Paul Lee, who has an outstanding reputation across a range of regulatory issues, including Dodd-Frank and the Basel initiatives; and ‘the thoughtful’ David Luigs, who heads the firm’s consumer finance practice out of Washington DC.

The ‘accessible and client-friendly’ Washington DC-based team at Covington & Burling LLP is ‘well connected with the regulators’ and is therefore well positioned to provide ‘superior judgment in dealing with complex regulatory issues’. ‘Well-respected’ team head John Dugan has the ability to provide ‘a real insider’s view’ as a result of his former role as comptroller of the currency during the financial crisis and is ‘super smart on capital stuff’. He recently advised the Futures Industry Association on the Basel Committee treatment of segregated margin for client-cleared trades under the leverage ratio. The ‘smart and savvyKeith Noreikaknows the culture of the banking and business climates outside the US’ and is making a name for himself in the market as a result of his advice to domestic and international banks. Noreika is representing Tricadia Capital Partners before the federal bank regulatory agencies in establishing a fund of non-controlling investments in US banking organizations. He is also regularly involved in mandates alongside the ‘excellentStuart Stock, and both continue to represent General Electric Capital Corporation before the Federal Reserve Board in seeking deregistration as a savings and loan holding company in connection with the restructuring of its US financial services businesses. Other recommended partners include the ‘business savvyJean Veta, who excels at enforcement matters; the ‘smart and experiencedMark Plotkin, for matters sitting at the intersection of banking compliance and data security law; Bruce Bennett, who has ‘excellent insights into politics that might surround an issue’ particularly if it relates to derivatives and futures regulations; and Ed Yingling, as a lobbyist for financial services entities.

Leveraging its impressive private equity and banking ties in particular, Simpson Thacher & Bartlett LLP is recommended for handling financial services M&A and capital raisings. The firm’s longstanding track record for high-calibre work in the sector is predicated on a very fluid and integrated offering which is sympathetic to the key regulatory changes impacting the industry. Earning particular plaudits for his work at the height of the financial crisis in 2008, ‘experienced and skilled’ team head Lee Meyerson remains at the forefront of the market as a result of his ability to provide ‘sensitive and nuanced’ advice to financial services entities that is attuned to the rapidly changing financial services regulatory framework. Meyerson’s recent highlights include advising Blackstone and Corsair on the $4bn acquisition of a majority stake in First Eagle Investment Management, and acting alongside Elizabeth Cooper for KeyCorp during its $4.1bn acquisition of First Niagara (subject to regulatory and stockholder approvals). On the capital markets front, Meyerson and Lesley Peng advised JPMorgan and Morgan Stanley as initial purchasers on TCF National Bank’s $150m subordinated bank notes offering. Maripat Alpuche is also regularly engaged in M&A and capital markets work for financial services clients, and has developed a niche practice representing retail and financial institution clients on credit card business sale and program transactions.

Concentrated in its New York and Washington DC offices and aided by a significant international network of offices, Skadden, Arps, Slate, Meagher & Flom LLP is well placed to provide purely domestic regulatory advice, as well as advice framed in a global context. ‘Seasoned practitioner’ William Sweet has vast experience acting for domestic and international financial services entities, and has been advising clients on strategic transactional and compliance responses to Dodd-Frank. The firm also has a significant level of consumer finance expertise, which is led out of Washington DC by Joseph Barloon and Anand Raman. Barloon acted for International Bancshares Corporation across a range of consumer finance matters including advising it on fair lending issues. The ‘very good’ Brian Christiansen and William Rubenstein are also recommended.

Predominantly centered out of its Washington DC headquarters, Arnold & Porter LLP has a ‘longstanding tradition in the area’ and handles a range of standalone advisory, legislative and enforcement matters, as well as regulatory-focused transactional work. One of a number of former agency alumni, ‘superstarPatrick Doyle has broad regulatory expertise and continues to represent State Farm Mutual Insurance Company on capital adequacy requirements. Both Doyle and New York-based Kevin Barnard have also been advising major diversified financial services firm TIAA-CREF on the expansion of its banking operations. ‘Fantastic’ team head David Freeman is advising Federated Investors on legislation and congressional strategy in response to an overall review of money funds by federal financial regulators. Freeman also continues to provide ongoing Dodd-Frank compliance advice to First Republic as well as advising on its $115m acquisition of Constellation Wealth Advisors. The ‘superbMichael Mierzewski has an excellent reputation for consumer finance regulatory issues and alongside enforcement expert Brian McCormally successfully concluded a fair lending investigation for a major depositary institution. Other recommended partners include Richard Alexander, Robert Azarow and Michael Mancusi.

Centered out of New York and aided by practitioners throughout its national and international spread of offices, Latham & Watkins LLP’s team provides a ‘strong service’ across a broad mix of bank, broker-dealer and derivatives regulatory issues. Alan Avery is ‘one of the top financial services regulatory lawyers in the industry’ and has been active on discrete advisory matters, for example, for numerous private equity firms on Volcker rule issues, as well as in relation to the regulatory issues surrounding transactions such as his recent work for National Bank of Canada on its investment in Fiera Capital. The ‘fantasticDana Fleischman has an ‘excellent sense of market practice’ and leads the firm’s broker-dealer group alongside Stephen Wink. Wink recently advised Riverstone, and its broker-dealer subsidiary, on the establishment of third party marketing services in the US and the EU and a debt trading desk. Other recommended partners include the ‘excellentCourtenay Myers Lima, who has broad-ranging bank regulatory knowledge; Yvette Valdez, who heads the firm’s derivatives regulatory practice; and Vivian Maese, who is well versed in fin-tech regulatory issues.

Spread across its East and West coast offices, Morrison & Foerster LLP’s team provides ‘very clear guidance’ to domestic and foreign financial services entities seeking advisory, enforcement and transactional expertise. ‘A dominant force’ in the consumer finance space for a number of years, the firm provides ‘strategic and pragmatic advice’ to clients across the most pressing issues in the sector, including on the rapidly evolving laws relating to credit cards and mobile payments. The ‘excellent’ Richard Fischer has a longstanding reputation in the retail space and has advised a raft of major credit card issuers on regulatory changes over the years, as well as providing expertise on privacy issues. Obrea Poindexter also has an excellent reputation for consumer finance work; she heads the firm’s nascent mobile payments practice as well as jointly leading the overall financial services regulatory team. Donald Lampe’s expertise spans mortgage and fair lending, and representing banks and non-banks in matters involving the Consumer Finance Protection Bureau (CFPB). Formerly at the CFPB, of counsel Leonard Chanin is also a valuable resource to clients in their dealings with the agency. Outside the consumer finance space, Los Angeles-based partner Henry Fields is regularly engaged in financial services M&A activity. The ‘very knowledgeable’ Barbara Mendelson regularly advises foreign banks on the regulatory aspects associated with their US operations, and along with Marc-Alain Galeazzi, recently advised a Japanese G-SIB on the impact of various aspects of Dodd-Frank on its US footprint.

Based out of its New York office and also aided by a ‘strong global presence’, Shearman & Sterling LLP is ‘increasingly visible in the market’ and is a popular choice for clients engaged in bank regulatory matters with a distinct international complexion. Led by the ‘excellent’ Reena Agrawal Sahni, the firm has represented numerous international banks on global reviews of their operations and policies to ensure Volcker rule compliance. Sahni has also been active advising domestic and international banks on resolution planning issues and in helping them come to terms with the Federal Reserve’s enhanced prudential standards. The team has also played a key role in numerous M&A transactions in the sector and provides the regulatory overlay to several deals handled by Mizuho Bank, including advising on its acquisition of a non-controlling ownership interest in Matthews International Capital Management. An alumnus of the Federal Reserve Bank of New York, ‘very knowledgeable’ of counsel Bradley Sabel is ‘experienced and user friendly’, particularly on matters relating to Federal Reserve regulations. The firm also has significant capability handling regulatory assignments in the broker-dealer space, where the ‘practical and personableRussell Sacks and of counsel Charles Gittleman are ‘extremely well informed’ on SEC and FINRA issues.

Sidley Austin LLP provides a ‘business-oriented service’ to clients across the spectrum of mandates, from banking and consumer financial services regulation and the regulation of payment systems to capital and other structural issues faced by financial institutions. Connie Friesen and the ‘very practicalWilliam Eckland provide an ‘excellent service’ across a range of bank regulatory compliance issues including those relating to the Volcker rule and other core Dodd-Frank provisions. Friesen is noted for her expertise advising foreign banks on the impact of Dodd-Frank on their US operations; she has been advising Portuguese bank Banco Espirito Santo de Investmento (BESI) and a Chinese securities firm, Haitong Securities, on their submissions to the Federal Reserve Board to successfully effect Haitong’s acquisition of BESI without unduly onerous restrictions applying under the Bank Holding Act. In the consumer finance space, the firm is well known for its payments practice, which is led by the ‘superbDavid Teitelbaum. Teitelbaum has been acting for the National Automated Clearinghouse Association in its efforts to develop a same-day ACH product. James Huizinga is also recommended for consumer finance mandates and, alongside the ‘very smart’ Joel Feinberg, is advising MasterCard on regulatory and public policy matters affecting electronic payment networks and electronic payments. The team is rounded out by a ‘very strong’ broker-dealer regulatory practice which includes numerous ex-SEC and FINRA alumni, including the ‘superbJames Brigagliano, whose previous role as deputy director of the SEC’s Division of Trading & Markets affords him great regulatory insight. Kevin Campion is also recommended and, as well as regular advisory work for investment banks including Morgan Stanley and JPMorgan on trading issues, is also often engaged by SIFMA to assist it in drafting comment letters to the SEC in response to proposed or new regulation.

Recognized for its ‘excellent securities regulatory expertise’, Cadwalader, Wickersham & Taft LLP has a superb perspective of the broker-dealer market as a result of its work on both the buy and sell side. Steven Lofchie heads the firm’s broker-dealer practice and has ‘comprehensive knowledge across products and regulatory regimes’. Along with the ‘very capable’ Jeffrey Robins, Lofchie is advising Société Générale, Scotia Bank and Wells Fargo on the establishment of prime brokerage businesses. Robins also continues to represent ISDA on industry strategies to produce and implement documentation necessitated by Dodd-Frank. Although the firm is less visible on the bank regulatory side it does, nevertheless, handle some complex and strategically important work for domestic and foreign banks as they continue to grapple with various key provisions of Dodd-Frank. The ‘experienced and knowledgeable’ Scott Cammarn is the firm’s principle bank regulatory expert and ‘applies excellent commercial judgment’ to numerous major domestic and international banks on key provisions of Dodd-Frank including the Volcker rule.

A mainstay of the Washington DC market, Hogan Lovells US LLP provides ‘top industry knowledge’, ‘business-oriented advice’ and a number of lawyers who are former high-ranking regulators. Although it lacks presence in many of the largest bank regulatory matters, it does handle a significant amount of work for regional and community level banks on standalone regulatory issues as well as regulatory-driven transactional work. The firm has been fairly active on the M&A side as many of these smaller institutions seek to attain economies of scale to better deal with the heightened regulatory hurdles placed before them. Richard Schaberg advised First Mutual Bancorp on its acquisition of Belpre Savings Bank, and assisted Radius Bancorp with its $65m sale to a consortium of private equity sponsors. The firm is also developing a significant reputation for handling fin-tech work, which regularly brings up complex regulatory issues. For example, Schaberg and the ‘very knowledgeable’ Greg Parisi advised Regions Financial and Regions Bank on its partnership with Fundation Group, a fintech, online small business lender. ‘Excellent all-rounderStuart Stein is a key member of the team and is advising Webster Financial Corporation on various Bank Holding Company Act and National Bank Act compliance issues, including compliance with the Volcker rule.

Headed out of Washington DC by the ‘impressiveThomas Delaney, Mayer Brown’s seven-partner team provides ‘concise and timely advice’ to banks, broker-dealers and asset management companies across the spectrum of regulatory issues impacting their businesses. Able to tap into the resources of a large international network of offices, the firm is particularly attuned to assisting international banks on issues relating to the extraterritorial reach of Dodd-Frank, as well as on their business in the US. Splitting his time between London and Washington DC, David Sahr is regularly called upon to advise foreign banks on the regulatory impact of expanding their operations to the US and is also seen as a ‘solid choice’ for advice across the gamut of Dodd-Frank provisions. Jeffrey Taft’s broad regulatory expertise sees him advising on discrete regulatory issues, as well as providing regulatory input on financial services M&A; in this context, he acted (alongside the corporate group) for Wells Fargo during its acquisition of GE Capital’s Commercial Distribution Finance and Vendor Finance platforms, as well as a portion of its Corporate Finance business. The ‘responsiveScott Anenberg, provides ‘very practical advice’ to clients engaged in AML matters, as well as assisting with other regulatory concerns. Jerome Roche is well regarded for his broker-dealer regulatory expertise.

With a ‘strong bench’ of lawyers, both in the US and abroad, Paul Hastings LLP is well placed to represent domestic and international financial services clients as they seek to come to terms with a regulatory market that is increasingly converging along international lines. Gerard Comizio has ‘significant experience in the market’ and provides ‘solid advice’ to a range of financial services entities on discrete regulatory issues and M&A-related matters. Comizio recently advised JPMorgan Chase on the application of federal and state consumer financial compliance laws on its existing mortgage warehouse financing operation. Led out of Atlanta by the ‘exceptionalChris Daniel, the firm’s ‘very strong’ payments practice is a leader in the market and is ‘well versed in payments regulation at the state, federal, and international level’. Alongside the ‘very knowledgeableTodd Beauchamp, Daniel continues to represent Visa and Facebook across an array of payments issues and is also acting for leading bitcoin exchange Coinbase on a variety of regulatory issues associated with virtual currencies. San Francisco-based Thomas Brown is also well regarded as a result of his cutting-edge work for leading players in the market including PayPal. Behnam Dayanim is recommended for his expertise advising clients on matters sitting at the intersection of gaming, privacy and financial services regulatory.

Providing ‘very knowledgeable lawyers and a value-for-money service’, Ballard Spahr LLP handles the panoply of regulatory issues facing entities engaged in the consumer finance field. Based out of Philadelphia but also with significant resources in New York, Washington DC and Atlanta, among other offices, the 100-strong team has the critical mass to handle a vast range and volume of mandates; for example, those involving advice on the regulatory implications of a new product range, drafting of consumer agreements and comprehensive compliance advice across federal and state regulatory lines. ‘Diligent and business savvy’ practice co-head Jeremy Rosenblum regularly handles consumer finance compliance matters and is a particular expert on the interplay between federal and state laws. Alan Kaplinsky, who jointly leads the team, has become recognized as a leader in the development of arbitration clauses in consumer financial services contracts. Along with the ‘very analytical’ Mark Levin, Kaplinsky assisted the American Bankers Association, Consumer Bankers Association and Financial Services Roundtable with the formulation of a comprehensive comment letter to the CFPB about the agency’s Arbitration Study. The firm is recognized as a thought-leader in the field, and its CFPB Monitor blog has gained much market recognition both from regulated entities and the regulator itself. The arrival of former CFPB attorney James Kim in November 2015 from Arnold & Porter LLP affords the team even greater firepower before the agency. Washington DC-based partners Richard Andreano and John Socknat head the firm’s mortgage banking group and act for the Mortgage Bankers Association, as well as numerous originator and servicer clients, across the spectrum of advisory, transactional and litigation work impacting the mortgage sector.

The gold standard for consumer finance regulatory work’, BuckleySandler LLP’s ‘strong and deep team’ provides ‘clear and concise advice’ to clients engaged in CFPB examinations, investigations and enforcement actions, in addition to handling discrete advisory work and regulatory mandates pursuant to transactional work. Led by John Kromer, the 23-partner Washington DC-based team is well equipped to assist a range of clients including banks, mortgage servicers and originators, credit card issuers, and non-bank financial services companies as they navigate the treacherous terrain of the financial services landscape, particularly in light of the CFPB’s aggressive stance against non-compliance. The ‘superb’ Andrew Sandler’s ‘long experience in the area’ ensures that he is regularly retained by clients to advise on their most critical mandates, both from an enforcement perspective, in addition to discrete compliance and advisory work. A founding partner alongside Sandler, Jeremiah Buckley has tremendous gravitas in the industry and is a key member of a team that also includes Jeffrey Naimon, whose expertise covers the panoply of federal and state banking and consumer finance statutes, and Walter Zalenski, who handles M&A activity in the sector as well as discrete compliance and enforcement expertise.

Led out of Washington DC by ‘learned statesmanThomas Vartanian, Dechert LLP’s ‘thorough and client-friendly’ four-partner team provides compliance, enforcement and M&A expertise to domestic and international banks, insurance companies and industry associations. Leveraging the firm’s excellent ties with the asset management community, the team is active advising private equity and hedge funds as they come to terms with the various restrictions placed upon them by the Volcker rule. As well as standalone compliance and advisory work, Vartanian also provides the regulatory overlay to transactions in the industry including in relation to Wells Fargo’s $9bn acquisition of commercial real estate loans from GE Capital Real Estate. The ‘insightfulDavid Ansell recently advised Certares and an investor group on a joint venture with American Express to engage in the global corporate travel business.

Led out of New York by the ‘knowledgeable, pragmatic and responsiveJoseph Vitale, Schulte Roth & Zabel International LLP is particularly strong at regulatory work which sits at the intersection of the private equity and banking industries. Praised for his ‘deep bank regulatory knowledge’ and ‘ability to explain complex matters in plain English’, Vitale has been retained by asset management companies and banks to restructure their businesses in order to comply with the Volcker rule. Vitale has also been acting for numerous private equity firms seeking to invest in financial institutions including advising Cerberus Capital Management on its acquisition of Capital Home Loans, and The Endicott Group as a lead investor in the private placement recapitalizations of Park Cities Financial Group and US Century Bank. Donald Mosher is ‘at the forefront of the burgeoning payments space’, and former government lawyer Betty Santangelo is a recognized expert in AML issues.

Venable LLP has ‘considerable strength in depth’ and houses a number of former regulators in its Washington DC headquarters, who have excellent insight into the regulatory framework impacting banks, thrifts and insurance companies. Counsel Ralph Sharpe has vast experience gleaned from private practice and also from his long tenure at the OCC, and as a result, is well attuned to the regulatory compliance issues affecting a broad spectrum of financial services clients. ‘Very well-respected’ chair of the financial services group Ronald Glancz has ‘excellent knowledge’ of the regulatory landscape from a compliance, enforcement/litigation and transactional viewpoint. Andrew Olmem is noted for his ‘wealth of Dodd-Frank knowledge’, much of which was gleaned through his previous role at the Senate Banking Committee, where he was involved in the deliberations over the formulation of Dodd-Frank.

The team at Allen & Overy LLP is headed out of Washington DC by Heath Tarbert on the bank regulatory side and Barbara Stettner for broker-dealer matters. The practice excels at providing a ‘global perspective’ to US clients as a result of the firm’s extensive global financial services regulatory experience in key jurisdictions including London, Frankfurt and Hong Kong, in addition to guiding non-US clients through the intricacies of the domestic financial regulatory system. Tarbert is active advising numerous major international and domestic institutions on Basel III-related issues, as well as on Volcker rule matters, including his recent work for a global banking organization with regard to the treatment of various investments outside the US. Along with the ‘top-notch’ Chris Salter, Stettner has been advising numerous broker-dealers on the development and improvement of compliance policies to ensure adherence with federal and state securities laws, as well as self-regulatory organization rules.

Leveraging long-established ties with many Texas-based financial institutions, Bracewell LLP has benefited from the increasing wave of M&A between community banks and is seen in the market as ‘a leader on the smaller-scale bank deals’. The ‘very personable and skilled’ Justin Long has led on many of these deals including his recent work for Vision Bank-Texas on its acquisition by Texas Bank and Trust Company. New York-based Julian Rainero leads the firm’s broker-dealer practice and has been advising High Frequency Trading firms on several regulatory enquiries. Also based in New York, the ‘highly intellectual’ Craig Warkol has ‘sound legal and business knowledge’ and is particularly accomplished at handling SEC enforcement and regulatory matters. Sanford Brown joined Alston & Bird LLP in January 2016.

Led out of New York by the ‘efficient and responsiveNick O’Neill, and aided by a vast international network of offices, Clifford Chance excels at providing comparative advice to international clients in the industry, which is cognisant of both the domestic and the international regulatory issues affecting their businesses. The team has a particular strength in the funds space and is advising numerous domestic fund managers, including Fortress and WP Carey, on the AIFMD implications of their activity in the EU. Other work includes advising the US teams at global banks including UBS and Mizuho on a survey of US regulatory licensing requirements relating to the restrictions of doing business in other parts of the world.

Linklaters LLP’s ‘very knowledgeable’ four-strong New York-based team ‘is excellent at coordinating the advice received from other jurisdictions’ and is thereby able to provide a ‘responsive and helpful’ service to US clients on their offshore activities, as well as to foreign institutions on the impact of US regulations. Team head Robin Maxwell is praised for her ‘great ability to explain complex bank regulatory topics in a client-friendly manner’ and continues to advise Bank of America Merrill Lynch on numerous regulatory issues related to its European fund and Asian structured products platforms. Other clients include UniCredit, BlackRock and Citigroup.

Although it is less active than many in the ranking for high-level pure bank regulatory work, Sutherland Asbill & Brennan LLP has expertise in mid-market bank mandates, in addition to insurance expertise, as well as other more esoteric areas including regulatory issues affecting business development companies. The ‘excellent’ Stephen Roth has vast experience in the insurance industry and is recognized as a ‘pre-eminent practitioner advising insurance companies that have securities-related legal issues arising out of their insurance products’. Roth is representing a coalition of 29 major US life insurance companies in their efforts to affect the direction and details of various relevant federal and state regulatory proposals and initiatives. Cynthia Shoss has been involved in several insurance sector mergers including acting as regulatory counsel to Pan-American Life Insurance Group on its $5.5bn combination with Mutual Trust Financial Group. Susan Krawczyk and Clifford Kirsch are recommended for broker-dealer matters, and Steven Boehm is a leading authority on business development company matters.

Based out of Chicago but aided by a significant national presence that includes offices in New York, San Francisco and Washington DC, Winston & Strawn LLP provides regulatory advice to banks, thrifts and investment funds, across a range of regulatory matters. Head of the firm’s bank regulatory practice Christine Edwards advises numerous individual clients on various issues, as well as acting for a Washington DC-based coalition, Financial Services Roundtable, on matters relating to SEC rules, executive compensation changes, the CFPB and international capital standards. Of counsel Jerry Loeser is also recommended for bank regulatory matters, and New York-based Glen Barrentine leads on the broker-dealer side. In March 2015, Jay Gould and Michael Wu joined from Pillsbury Winthrop Shaw Pittman LLP, adding weight to the firm’s investment management regulatory expertise, in particular.


Not-for-profit (nonprofit and tax exempt organizations)

Index of tables

  1. Not-for-profit (nonprofit and tax exempt organizations)
  2. Leading lawyers

Leading lawyers

  1. 1

Morgan, Lewis & Bockius LLP recently promoted Alexander Reid to partner; Reid advises tax-exempt organizations (TEOs) on planning, structuring and transactional matters, acts for taxpayers under audit, and helps organizations improve their governance and enhance their tax compliance. The firm also recently added a number of tax partners from Bingham McCutchen. Charities, foundations, colleges and universities, museums and other nonprofits are among Celia Roady’s clients; a ‘truly exceptional and highly creative practitioner’, Roady regularly advises private foundations and public charities on operational and programmatic issues, including the structuring of complex grants, program-related investments, joint ventures and collaboration arrangements. Matthew Elkin focuses on the tax and corporate issues affecting TEOs, with an emphasis on transactional matters such as charitable investment funds, social enterprises, impact investing, and endowment investment programs and policies. All named advisers are based in Washington DC.

Consistently regarded as one of the premier nonprofit practices in the US, the TEO department of New York City law firm Patterson Belknap Webb & Tyler LLP advises many of the country’s leading public charities and private foundations, including The Rockefeller Foundation, The Metropolitan Museum of Art and Teach For America. Recent highlights include launching ExemptOrgResource.com, an online resource designed to keep the nonprofit/TEO community up-to-date on legal developments, changing regulations and good practices. Clients say the ‘best-in-class team is super, provides excellent levels of service and has a strong knowledge of the law, but also a practical understanding of its implications’. Robin Krause, TEO department chair, recently advised a large private foundation on a job creation and training project that involved evaluating the limits of permissible charitable activities in the workforce space, as well as structuring complex relationships with for-profit partners. Tomer Inbar focuses on mission investing, business transactions for nonprofit organizations, and advising charitable organizations (and their for-profit counterparts) as they look for opportunities to advance charitable and social objectives by leveraging commercial structures and mechanisms. Laura Butzel handles internal investigations for charity clients as a result of whistleblower complaints, and advises on third-party investigations at federal and state level. John Sare’s ‘strengths include his knowledge of not-for-profit corporation law as well as trust law, both at the federal and local level; he is also a pleasure to work with and is always responsive to clients’ needs’. Other key advisers include litigation partner Lisa Cleary, employee benefits expert Bernard O’Hare and tax specialist Dahlia Doumar.

Simpson Thacher & Bartlett LLP’s ‘exempt organizations team has its fingers on the pulse of new developments in the law; it continuously provides a high-quality institutional service, has strong leadership, and has a dedicated group of professionals who are thoughtful and responsive to clients’ needs’. Its clients including public charities, private operating and non-operating foundations, supporting organizations, social welfare organizations, and business and sports leagues. In a recent highlight, the team advised Atlantic Philanthropies on agreements with UC San Francisco and Trinity College Dublin to create the Global Brain Health Institute, a new initiative to curb the rise in dementia by training and connecting a new generation of experts worldwide. Other matters included assisting Barry Diller and the Diller-von Furstenberg Family Foundation on the creation and operation of a charitable body to build a new pier (Pier 55) comprising a public park and performance space on a dilapidated portion of Manhattan’s lower west side. David Shevlin ‘brings vast knowledge of not-for-profit organizations into his everyday practice and is patient with clients as he discusses detailed legal provisions; Shevlin’s work is extremely thorough, and he is able to distinguish and communicate concerns while providing realistic scenarios and outcomes’. Counsels Jennifer Reynoso, known for advising public charities and private foundations on structural and operating issues, and Jennifer Franklin, who has significant experience in charitable gift planning, ‘deserve special recognition’.

Venable LLP has ‘deep knowledge and the practice is generous enough to give lots of free training to the nonprofit sector’. Its clients range from some of the nation’s largest philanthropic charities to leading trade and professional associations. In Washington DC, nonprofit organizations practice head Jeffrey Tenenbaum regularly represents clients before Congress and state and federal regulatory agencies, and advises on enforcement actions, governmental investigations, litigation and media relations; he has also served as an expert witness in several court cases on nonprofit legal issues. George Constantine, Lisa Hix, Brock Landry and Lawrence Norton are also recommended. Robert Waldman and Thora Johnson are key Baltimore practitioners; and Matthew Journy in Washington DC is a highly rated counsel.

At San Francisco-based firm Adler & Colvin, the lawyers ‘truly specialize’ in the laws relating to nonprofit organizations. Rosemary Fei has an emphasis on legislative lobbying and advocacy issues, candidate-related political activities, nonprofit corporate governance (including membership issues), and religious entities; Robert Wexler is noted for tax and corporate matters for nonprofits and their donors; and Eric Gorovitz is recommended for political advocacy and nonprofit corporate governance. Other key advisers include Nancy McGlamery, Stephanie Petit and also David Levitt, who is well regarded for nonprofit corporate governance, social enterprise, program-related investments and political advocacy. Erik Dryburgh focuses on endowments, charitable gift planning and nonprofit organizations. Gregory Colvin is a well-respected senior counsel.

Arent Fox LLP’s lawyers in New York City, Los Angeles, San Francisco and Washington DC stand out for their expertise in new market tax credits, tax-exempt bond financing, the real estate aspects of municipal bankruptcies, and local tax subsidies. The firm recently picked up not-for-profit (NFP) healthcare organization, Adventist Health, as a new client; the team serves as sole outside benefits counsel to AARP (formerly the American Association of Retired Persons); and real estate highlights included advising Planned Parenthood Federation of America on its sale of a New York office condominium to Brookfield Office Properties. Contentious matters included scoring a victory for the American Library Association (the oldest and largest library association in the world) before the FCC on funding for schools and libraries. Richard Newman and Deanne Ottaviano in Washington DC are highly rated, as is New York-based Richard Krainin. Washington DC-based counsel Davis Sherman also deserves mention.

Caplin & Drysdale, Chartered has focused on the special needs of charities and other organizations for decades, and has a client base ranging from small charities to some of the largest and best-endowed private foundations and institutions. Washington DC-based Douglas Varley advises on the design of major grant-making programs and is involved in the development of national educational campaigns that target significant policy issues; he also advises on international philanthropy and transactions with for-profit organizations. Mark Matthews is a tax specialist and, over the last decade, William Klimon has advised more than 500 nonprofit organizations on formation and dissolution issues, as well as nonprofit mergers. Marcus Owens left for Loeb & Loeb LLP’s Washington DC office.

Loeb & Loeb LLP welcomed Washington DC-based Diara Holmes and Marcus Owens (a former director of the IRS Exempt Organizations Division) from Caplin & Drysdale, Chartered into its charitable giving and TEO practice; together they advise some of the US’ most prominent nonprofit organizations on tax controversy, investigations, transactional planning and governance matters. Former bureau chief of the New York State attorney general’s Charities Bureau Jason Lilien advises clients throughout the nonprofit sector on corporate transactions, governance, investigations, nonprofit formation and charitable fundraising; and Eliot Green (also in New York) is recommended for advising private family and corporate foundations and public charities, primarily in the areas of healthcare, education, social services, the arts, and sports. Leah Bishop in Los Angeles has extensive experience advising on charitable giving and TEOs.

One of the most experienced nonprofit practices in the US, McDermott Will & Emery LLP stands out for its strong healthcare practice, where it advises nonprofit hospitals and other types of tax-exempt healthcare organizations, such as HMOs, home health agencies and skilled nursing facilities. It also advises tax-exempt higher education and religious organizations, trade associations, and private and company foundations. The team advised the exclusive US representative for swimming on the US Olympic Committee, USA Swimming, on its attempt to move its 25-year-old Barbados captive insurance company to the District of Columbia. It also regularly acts for the Wildlife Conservation Society, UMB Bank, Rush University Medical Center and the University of California. Los Angeles-based Ira Rappeport and Gary Gertler are recommended, as are Michael Peregrine and Bernadette Broccolo in Chicago.

Proskauer Rose LLP welcomed William Silverman from Greenberg Traurig, LLP in New York to spearhead the firm’s global pro bono efforts. The team advises collegiate and international sports leagues, higher education institutions, NFP hospitals and health systems, international healthcare initiatives, museums and performing arts organizations, and public charities. High-profile engagements include serving as legal counsel and strategic adviser on the Los Angeles 2024 Olympic Games bid, and assisting world-renowned performing arts school Juilliard on setting up a ten-year relationship with Nord Anglia Education, a publicly traded operator of premium international schools. It also acted for newly formed NFP corporation, BIG Initiatives, in its acquisition of certain assets related to the Build It Green! New York City program of the Community Environmental Center (the CEC is now bankrupt). Amanda Nussbaum, also in New York, is recommended.

Reed Smith LLP has extensive experience representing colleges and universities, hospitals, private and community foundations, museums, libraries, and trade associations, and is well versed in dealing with the IRS during private letter rulings and exemption applications. High-profile work included advising a group of foundations on purchasing, out of receivership, the August Wilson Center for African American Arts and Culture. Other matters included assisting the Conservation Fund with structuring acquisitions and joint ventures involving sustainable forestry in a way that would not lead to unrelated business taxable income as a result of timber sales or the exchange of carbon offsets. Carolyn Duronio in Pittsburgh is highly rated.

Ropes & Gray LLP acts for many of the US’ largest universities, research institutes, foundations, hospitals and academic medical centers. In Boston, Lorry Spitzer focuses on the taxation of nonprofit organizations, especially colleges, universities and healthcare organizations; and Kendi Ozmon’s experience includes leading the advice to a nonprofit organization during its two-year IRS audit, further to which neither taxes nor penalties were imposed. Carolyn Ward in Washington DC is a key counsel.

Steptoe & Johnson LLP has ‘an excellent practice that gives an impressive service’. The practice acted for American Institute of Physics (AIP) and its affiliate AIP Publishing in tax, employment law and corporate governance; and advised Chicago Public Media on tax matters relating to the sale of its interest in the popular radio show, This American Life, to the show’s creator and long-time host, Ira Glass. It is also assisting longstanding client the National Park Foundation (NPF) prepare for the centennial of the National Park Service in 2016, including advising on corporate sponsorships to raise financial and other support for the centennial activities. Washington DC-based practice co-chair Suzanne McDowell is ‘a terrific lawyer who has many years of experience and is a very thoughtful and solid practitioner’, and in addition, the advice she provides ‘is practical and responsive to clients’ needs, while also addressing complex issues in an understandable way’. Also in Washington DC, practice co-chair Catherine Wilkinson frequently advises clients on government investigations, IRS audits and voluntary disclosures. In New York, the arrival of Beth Tractenberg and of counsel Jasmine Campirides from Katten Muchin Rosenman LLP has expanded the team’s capacity to advise on estate planning, charitable trusts and issues affecting high-net-worth individuals. Additionally, the team welcomed the return of co-chair Lisa Zarlenga in Washington DC from the Department of the Treasury’s Office of Tax Policy.

Cadwalader, Wickersham & Taft LLP’s clients include major foundations and charities, universities, hospitals and healthcare institutions, churches and social welfare organizations. The practice stands out for its advice on regulatory matters, tax, real estate, litigation, trusts and financial restructuring, and its attorneys have played key roles in developing legislation and public policy that is supportive of the NFP sector. The team was counsel to The Amsterdam at Harborside, a continuing care retirement community, in a $220m debt restructuring via a pre-negotiated Chapter 11 bankruptcy plan; the complex matter juggled the competing interests of regulatory compliance, financial necessity and meeting the senior care community’s essential non-profit aims. Other transactional matters included advising Shorefront Jewish Geriatric Center, an affiliate of client MJHS (formerly Metropolitan Jewish Health System), on the sale of a skilled nursing facility to an established for-profit nursing home operator. Paul Mourning, Kathy Chin and Brian McGovern in New York are recommended.

Covington & Burling LLP has a long history of advising nonprofits in the US and internationally and earns praise from clients for ‘response times that are very good’. Clients include the National Geographic Society, which the team routinely advises on tax, nonprofit and corporate projects. Elsewhere, it acted as outside general counsel to Union Station Redevelopment Corporation, which was established by Congress to protect and restore the station’s historic architecture, preserve and develop its function as a transport hub, and enhance its retail and other amenities. It also advised the Protestant Episcopal Cathedral Foundation on more than $60m worth of design, project management and construction contracts. Washington DC-based Robert Gage and Jeremy Spector are recommended, together with of counsels Heather Haberl, Stuart Irvin and Susan Leahy. Former of counsel Kevin Shortill retired from the practice.

Davis Wright Tremaine LLP expanded its TEO practice significantly in 2015 with the hire of four attorneys from Skadden, Arps, Slate, Meagher & Flom LLP in New York. These were counsels JJ Harwayne Leitner, Coleen McGrath and Shveta Kakar, and partner Daniel Kurtz, who is a former assistant attorney general in charge of the Charities Bureau in the New York State Attorney General’s office. Another new recruit is San Francisco and New York-based Jean Tom, who joined from Patterson Belknap Webb & Tyler LLP. Seattle-based TEO chair LaVerne Woods has over 20 years’ experience working in the nonprofit sector, with a special interest in healthcare, social entrepreneurism and international philanthropy. The team acts as general and specialty counsel to Health Share of Oregon, advising on, among other things, governance and regulatory compliance matters. It also handles foundation structuring and assists with grant-making compliance programs and with IRS and attorney general examinations of executive compensation paid by nonprofits. The Seattle Children’s Hospital and The Seattle Art Museum are notable clients.

West Coast firm Farella Braun + Martel LLP advises more than 100 philanthropic organizations in the US and around the world. These range from community, private, family and corporate foundations to charitable trusts and public charities. Recent highlights include acting for Walt Disney Family Foundation and Walt Disney Family Museum on museum structure, tax and regulatory compliance issues. In San Francisco, Cynthia Rowland’s ‘knowledge of the relevant law is noteworthy, but she also has the ability to translate complex, nuanced legal matters to clients’. Barbara Murphy is also a key contact.

Mitchell, Silberberg & Knupp’s Los Angeles-based David Newman is well known for his ‘impressive and precise advice’ to individuals and families on estate planning and tax planning on investment activities. Newman also represents charitable organizations in governance, tax exemption, and charitable gift planning programs. Allan Cutrow is known for charitable gift planning, exempt organizations, and estate and gift tax planning for artists and collectors; and Jeffrey Davine assists with contentious IRS matters.

Schnader Harrison Segal & Lewis LLP’s clients range from small local nonprofits to nationally-reaching organizations, spanning a range of industries from healthcare to education to the fine arts. The team’s advice includes assisting private foundations, philanthropic trusts, universities and community-focused organizations with structuring nonprofits, IP matters and trust-related litigation. The ‘trustworthy and accurate practice’ is counsel to one of the biggest biomedical charities in Italy, Fondazione Telethon, whose mission is the advancement of biomedical research into muscular dystrophies and other human genetic diseases; the team handles the charity’s global trademark prosecution matters. The team also assisted with setting up a US fundraising arm of a South African charity, whose aim is to build a maternal health center to serve a part of the country that is very impoverished. Cynthia Fischer in New York is ‘a highly experienced and talented adviser who always strives to achieve clients’ objectives’.

Sidley Austin LLP’s team has lawyers located in Los Angeles, Chicago, Washington DC and New York and handles some of the most complex matters for large non-profit organizations, including transactions, drafting and negotiating contracts, and litigation. The ‘simply terrificMichael Clark and ‘the reliable and professionalPaul Svoboda are practice leaders; Clark’s recent experience includes advising a corporate foundation’s board and staff on directors’ and officers’ fiduciary duties, while Svoboda developed education-related charitable program guidelines for a charitable trusts group. Jack Bierig and counsel Lynn Fleisher are also highly rated advisers. All named practitioners are in Chicago.


Project finance

Index of tables

  1. Project finance: advice to lender
  2. Project finance: advice to sponsor
  3. Leading lawyers

Jointly led by Rohit Chaudhry and Keith Martin, the ‘fantastic’, primarily lender-side practice at Chadbourne & Parke LLP handled several significant matters in 2015. Noam Ayali and Benjamin Koenigsberg advised a syndicate of 25 lenders on a $4.6bn financing - part of which will fund the fifth train at the Sabine Pass Liquefaction LNG export facility in Louisiana. The pair also assisted a 31-lender syndicate with the $11.5bn senior debt financing of the Corpus Christi LNG project in San Patricio County, Texas. Peter Fitzgerald and Marissa Alcala acted for the Department of Energy in connection with loan guarantees of up to $8.3bn made to Georgia Power, Oglethorpe Power and the Municipal Electric Authority of Georgia to finance the 2,200MW expansion of the Alvin W. Vogtle Electric Generating Plant in Burke County. Koenigsberg has been active in the wind energy space: he advised one syndicate, led by Société Générale, on the financing of the Block Island Wind Farm (the US’ first utility-scale offshore wind farm), and another syndicate on a $397m construction loan for a 300MW wind farm in Kay County, Oklahoma. In the solar energy space, Chaudhry acted for Santander Bank as lead arranger and lender in the financing of a 100MW solar project in Kings County, California. The practice’s other clients include GE Financial Energy Services, Macquarie and Investec. Todd Alexander is recommended.

The practice at Latham & Watkins LLP is headed up by the San Diego-based Kelley Michael Gale, who, along with Jonathan Rod and Brett Rosenblatt, advised the Bank of Tokyo-Mitsubishi UFJ, AIG Asset Management, and the Teachers Insurance and Annuity Association of America on a note purchase relating to the $239m financing of the 102MW Coram Wind Project in California. The firm’s 80 project finance lawyers in the US, and 160 worldwide, means clients can count on someone ‘always being available’. Clients also report that its ‘response times are very quick’ and that it is ‘the best in terms of industry knowledge’. Jeffrey Greenberg advised Union Bank, BNP Paribas, Citibank and GE Capital on financing the construction of the 1,050MW Moxie Freedom Generation Plant in Salem, Pennsylvania. The team also acted for lead arrangers BNP Paribas and Crédit Agricole in the financing of the construction of the Middletown Energy Center in Ohio. On the sponsor side, John Sachs and David Penna assisted Deepwater Wind Holdings on the development and financing of the construction of the 30MW Block Island Wind Project, which will be situated off the coast of Block Island, Rhode Island. Rod and Greenberg acted for Sasol, a South African sponsor, on the first-phase financing of a $14bn petrochemicals complex in Lake Charles, Louisiana. The team also advised Panda Power Funds on financing the $900m construction of the ‘Hummel Station’ in Pennsylvania. Other clients include Bank of America and Morgan Stanley Senior Funding.

Mayer Brown’s ‘excellent’ project finance department, headed up by Barry Machlin, is composed of 16 lawyers based in Chicago, Houston and Washington DC, and is praised for its ‘knowledge of Latin American business’. Robert Goldberg and Jeffrey Davis advised the lenders, including Bank of America Merrill Lynch, Credit Suisse, Deutsche Bank and ING Capital, on a $500m credit facility for SolarCity Corporation - the largest of its kind for a distributed generation solar project. The loan will finance over 500MW of solar power systems for individuals and corporations. Goldberg and Davis also acted for a syndicate of structured equity investors (comprising GE Financial Services, Bank of America Merrill Lynch, Google and Citibank) on the financing of Balko Wind, a 140-turbine, 300MW wind farm in Beaver County, Oklahoma, expected to produce enough energy to power over 100,000 homes. Also on the lender side, the team assisted BNP Paribas with a $4bn credit facility to finance Sasol’s $8.1bn petrochemicals facility in Louisiana, and acted for Bank of America Merrill Lynch in the state of Florida’s $1.75bn issuance of private activity bonds to help finance the All Aboard Florida passenger rail project (this was the largest issuance of such bonds in American history). In the PPP space, Joseph Seliga advised the Texas Department of Transportation on the development agreement for the State Highway 288 toll lanes project in Houston, with Blueridge Transportation Group agreeing to expand the scope of the project such that the total investment value reached $850m.

Milbank, Tweed, Hadley & McCloy LLP’s ‘very good’ team, led by Daniel Bartfeld, acts on numerous oil, gas and power projects, as well as large-scale infrastructure and telecoms matters. Bartfeld, who is based in New York, advised a syndicate of financiers, including Export-Import Bank of Korea and Korea Trade Insurance Corporation, on the largest-ever investment by Korean lenders in Brazil - a $2.1bn financing loan to Companhia Siderúrgica do Pecém, the operator of a new steel plant in Ceará, Brazil. On the sponsor side, Bartfeld, along with Roland Estevez, assisted Trafigura Beheer with financing the construction and leasing of over 100 transportation vessels to be used on the Magdalena River in Colombia. Eric Silverman handled notable lender-side work, advising Toyota Tsusho on the financing of the $1.08bn Salem Harbor Power Station, and acting for BNP Paribas and Crédit Agricole on the $994m financing of the construction and operation of the 896MW Oregon Clean Energy Center, a natural gas-fired power generation facility in Ohio. The team is also involved in the funding of a range of renewables projects, with Allan Marks advising a group of lenders, including Société Générale and Sumitomo Mitsui Banking Corporation, on a $205m loan to finance the Conejo Solar project, based in the Atacama Desert, which is expected to deliver 122MW of clean energy to Chile’s national grid as well as to local mining operations. Other clients include Citigroup, ING, Banco Santander and Goldman Sachs. William Bice is another key member of the group.

John Estes, Sergio Galvis, Christopher Mann and Inosi Nyatta, all based in Sullivan & Cromwell LLP’s New York office, were particularly busy in 2015. Maintaining its impressive track record in sponsor-side work, the team advised Cheniere Energy on the financing of Cheniere’s Corpus Christi LNG export project in Texas. As well as securing a seven-year senior secured term loan worth $11.5bn, the team assisted Cheniere CCH HoldCo II, a Cheniere subsidiary, with the issuance of $1bn-worth of secured PIK convertible notes. On top of the debt financing, the project, which includes three liquefaction trains, required $2.76bn-worth of equity financing, which the team helped Cheniere secure in the form of convertible notes. Of counsel Frederic Rich, another active member of the group, worked alongside Nyatta on some notable matters, including advising Cameron LNG on securing a commercial loan with an uncommonly long tenure of 16 years. The loan was for Cameron LNG’s proposed $10.6bn extension of the liquefaction export capabilities of a regasification import facility in Hackberry, Louisiana. The two attorneys also continued to act for the Australia Pacific LNG project company in relation to its $20bn LNG project on Curtis Island, Queensland, securing an $8.5bn loan facility to further the development. The group also worked on several Latin American projects, with Estes assisting Minera Escondida with securing a $500m loan to expand the Escondida copper project, the world’s largest copper mine by reserve. Werner Ahlers is another name to note.

Based in New York, Arthur Scavone and Christian Hansen are the co-heads of White & Case LLP’s ‘very capable and commercial’ practice, praised for its strength in depth, its ability to ‘meet specialized needs’ and its ‘focus on driving deals ahead’. The department’s capabilities are truly cross-jurisdictional: Ned Neaher and Anna Andreeva assisted European Investment Bank, Overseas Private Investment Corporation, Bank Leumi and Bank Hapoalim with the $1bn financing of the Negev Energy solar thermal power project in Israel. Elena Millerman and Eric Leicht advised Deutsche Bank Securities, Barclays Bank and BNP Paribas Securities Corp as the lead arrangers of a first lien secured credit facility and a second lien term loan, worth $1.45bn and $260m respectively, to finance Granite Acquisition’s purchase of all of Wheelabrator Technologies’ capital stock. On the sponsor side, the team advised Saudi Aramco on the development and financing of the $8bn expansion of a refining and petrochemicals compound in Rabigh, Saudi Arabia, and also acted for Freeport LNG Development, handling over $14bn-worth of cash equity, mezzanine debt and senior secured debt financing to fund three of Freeport’s Texas-based liquefaction trains. The team’s panel wins include BNP Paribas, Export-Import Bank of Korea and Japan Bank for International Cooperation. Troy Alexander is recommended for his extensive experience, ‘understanding of complex transactions’ and ability to ‘see the complete picture’. Victor DeSantis is praised for his ‘incredible level of experience and poise’ and his ‘practical sense of judgment’. Jason Webber is another key member of the group. Jeannine Acevedo made partner in January 2016.

Allen & Overy LLP’s ‘excellent’ department, led by Kent Rowey and David Slade, who are based in New York and Washington DC respectively, is praised for its ‘superior response times’ and value for money. Slade led on advising the Department of Energy on several matters, including the 400MW Mesquite Solar PV generation facility in Arizona, and Nevada’s 110MW Crescent Dunes solar power generating facility, which contains the world’s tallest molten salt tower. Dorina Yessios advised Guyana Goldfields on the financing of the Aurora Gold Project - Guyana’s first project financing, and, with loans totaling $185m, its largest foreign investment. Other public sponsor clients include the Virginia Department of Transportation - which the firm advised on its first competitively tendered road PPP, and on its attempted privatization of the Port of Virginia - and the Puerto Rico Public-Private Partnerships Authority. On the lender side, Yessios advised Caterpillar Financial, Macquarie Bank, Société Générale and ING Capital on the $200m senior secured financing of the Haile Gold Mine Project in Lancaster County, South Carolina - a project whose total cost exceeds $435m. Sami Mir advised the Export-Import Bank of the US on its $155m loan to Bulgaria Sat EAD for the financing of all aspects of the Bulgaria Sat-1 communications satellite and related ground-control facilities in Bulgaria. The loan also covers the relevant insurance policies. Other lender clients include Deutsche Bank Securities, Goldman Sachs Infrastructure Partners, Credit Suisse (Luxembourg) and Standard Chartered Bank.

Adam Brenneman, Chantal Kordula, Jeffrey Lewis and Richard Lincer are the key project finance partners at Cleary Gottlieb Steen & Hamilton LLP. All are based in the New York office and are notably strong in oil and gas and transportation projects. Kordula advised Mexico Power and Gas Ventures, TAG Pipelines, and PMI Holdings as joint sponsors on securing a loan worth over $1bn for the construction and operation of the Mexico-based Ramones II Sur pipeline, which will span 180 miles when completed; Kordula also acted for TAG Pipelines Sur on the borrower side of this deal. The Mexican Ministry of Communications and Transportation is another prominent client, and Kordula advised it on the $1bn financing of the first stage of the construction and development of the new international airport in Mexico City, which is expected to become the largest airport in Latin America. Also active in the power and oil and gas spaces, the team advised the Puerto Rico Electric Power Authority - the US’ largest municipal utility - on the financing and development of a $500m offshore gas port project, and acted for Pluspetrol in the multibillion-dollar development and commercialization of the Carnisea gas fields. Other clients include Bank of America Merrill Lynch, BHP Billiton and Aerostar Airport Holdings. The department is praised for its ‘outstanding service’ and Lewis and Kordula are singled out for their ‘very good understanding and experience of projects in South America’.

Clifford Chance’s department is led by Washington DC-based David Evans, Christopher McIsaac, Fabricio Longhin, Lori Bean and Catherine McCarthy, and New York-based Gianluca Bacchiocchi, who recently joined from DLA Piper LLP (US). The team regularly acts for commercial banks in Latin American project finance, advising BESI - Grupo Novo Banco and Credit Suisse on the $274m financing of the Red Dorsal Nacional de Fibra Optica project, Peru’s first nationwide fiber optic network. Longhin assisted JPMorgan Chase, Ficohsa and CIFI with the $145m financing of the expansion of Honduras’ Corredor Turístico toll road. McCarthy advised Natixis and a syndicate of lenders on a cross-jurisdictional matter involving the Seabras-1 submarine cable, a telecoms cable connecting New York and São Paulo. Bean has also been active, advising OPIC, Standard Bank and Nedbank on the financing of Ghana’s 192MW Amandi power plant, and assisting OPIC and IFC with the financing of the 53MW Cap des Biches power plant in Senegal. OPIC is one of Bean’s regular clients, and she also advised it on the $200m financing of a wind power project in Kenya, and on its proposed investment in the 300MW Lake Turkana Wind Project, also in Kenya. On the sponsor side, Evans advised Matelec Group on the financing of the €134m Tobene Power Project, a 96MW oil-fired power plant being constructed in Senegal.

Daniel Mathews, praised for his ‘combination of experience, negotiating style and command of facts’, and Mark Weitzel head Orrick, Herrington & Sutcliffe LLP’s department. Commended for its ‘high level of service’, the team is particularly strong on PPP and infrastructure projects, especially transportation financings. Mathews and Young Lee advised IFM Investors on its $5.72bn acquisition of the membership interests of ITR Concession Company, which operates and maintains the 157-mile Indiana Toll Road; this was the largest infrastructure restructuring deal in North America in 2015. As well as advising lenders and investors, the practice is also active on sponsor-side work in the transportation infrastructure space: Lee assisted the Port Authority of New York and New Jersey with all aspects of the privatization of the Central Terminal Building, LaGuardia Airport’s main terminal, while Mathews advised Meridiam Infrastructure, Fluor Enterprises and Star America Fund on their joint DBFMO proposal regarding Maryland’s $2.2bn Purple Line light rail project. The group also handled several renewables projects: Christopher Moore advised Pattern Energy Group on the $199m construction financing for the 150MW Fowler Ridge IV Wind Farm, while Neil Golden assisted EDP Renewables North America with its tax equity investment in a 99MW wind farm in Kern County, California. Blake Winburne, Bradford Gathright and Matt Archer were hired from McDermott Will & Emery LLP in February 2016, while George Humphrey, Giji John and Darrell Thomas joined from Andrews Kurth LLP.

The project finance team at Shearman & Sterling LLP, which is particularly strong in PPP and oil and gas projects, has nine partners spread across New York, San Francisco and Washington DC who focus on projects in the Americas. Gregory Tan acted for an 11-lender syndicate on a $2.2bn debt financing - part of the $5.7bn acquisition of ITR Concession Company, operator of a toll road in northern Indiana. Robert Freedman advised Allianz Global Investors on $700m of private placement bonds that financed part of the purchase. Also in the transportation infrastructure space, Cynthia Urda Kassis handled a $189m loan - provided under the Transportation Infrastructure Finance and Innovation Act - for the Department of Transport relating to the $632m I-77 HOT Lanes Project in North Carolina. On the energy side, Tan and Alexandro Padrés advised Citigroup Global Markets, Bank of Tokyo-Mitsubishi UFJ, Mizuho Bank and Sumitomo Mitsui Banking Corporation as the joint lead arrangers in the $230m financing of the 200-mile Roadrunner natural gas pipeline. Tan also acted for a six-lender syndicate as joint lead arrangers in the $300m financing of a 512MW electrical generating facility in Bayonne, New Jersey. On the sponsor side, Robert Nelson acted for Dow Chemical in the construction and development of the $4bn Dow Gulfstream petrochemicals project in Texas and Louisiana. Other clients include GE Energy Financial Services and Romarco Minerals. Regulatory expert Donna Bobbish joined as counsel from Chadbourne & Parke LLP in July 2015.

Sidley Austin LLP’s practice is headed by five partners: Eugene Elrod and Kenneth Irvin in Washington DC, Cliff Vrielink and James Rice in Houston and New York-based Irving Rotter. Praised for its experience, ‘thoughtful work’ and ‘good bench strength’, the group works on a wide spectrum of energy and infrastructure deals. In the telecoms space, Ayaz Shaikh, who is ‘thoughtful, strategic, tough and friendly’, advised Facebook on the development, procurement, construction and financing of satellites and related infrastructure in connection with the social media giant’s initiative to bring internet connectivity to under-served parts of Asia and Africa. Vrielink assisted Partners Group with its investment in the $500m Seabras-1 project, involving the first direct submarine fiber-optic cable between New York and São Paulo. Much of the team’s work is on renewables projects: Timothy Moran and counsel Philip Corsello acted for AES Solar Power in the development of $400m-worth of solar projects in Hawaii, also advising the client on an $875m tax equity funding - the largest such funding of a solar facility to date. Other clients include Citigroup Energy, Mexican state-owned electric utility Comisión Federal de Electricidad, Macquarie Capital Group and Natixis. The department is singled out for ‘providing great protection to its clients’. Robert Stephens joined the Houston office from Cadwalader, Wickersham & Taft LLP in January 2015.

David Lieberman heads up Simpson Thacher & Bartlett LLP’s department, which specializes in renewable energy projects, particularly in the wind space. Lieberman advised the lead arrangers and joint book-runners on an $81m senior secured term loan to Meadowlark Wind to partially reimburse the cost of a 300MW electricity generating facility in Walla County, Washington and Umatilla County, Oregon, and the cost of a smaller facility in Barnes County, North Dakota. Lieberman also acted on several repricings in the wind energy sector, advising one syndicate (which included the New York branch of the Bank of Tokyo-Mitsubishi UFJ) on the repricing of an outstanding $232m senior secured term loan to Canyon Wind, and assisting a different syndicate with a similar repricing of a $190m loan to Central States Wind. The team is also active on solar projects, acting for the lead arrangers and joint book-runners in a $694m construction loan to Silver State South Solar Power for the construction of a 250MW solar power station near Primm, Nevada. Lieberman advised the lenders, including Siemens Financial Services, on a $31m senior secured term loan to Shafter Solar, the owner and operator of a photovoltaic generating power plant in Kern County, California. Other solar power work included assisting Mizuho Bank with arranging two loan facilities worth a total of $579m for the construction and development of a 250MW photovoltaic electric generating plant in Riverside County, California. The department’s clients include KeyBank National Association, Santander Bank and Société Générale.

Notably strong on financing renewable energy transactions, Skadden, Arps, Slate, Meagher & Flom LLP’s department acted on several impressive matters. Paul Kraske, along with banking partner David Armstrong, handled the financing of SunEdison and TerraForm Power’s $2.4bn purchase of First Wind Holdings and their $2.2bn acquisition of Vivint Solar. Kraske also assisted SunEdison with establishing a $1bn investment vehicle for the development of clean energy projects. Martin Klepper and practice head Lance Brasher advised Enel Green Power North America on its sale of a 49% stake in a 760MW portfolio of renewable energy projects to GE Energy Financial Services, for a total sum of $440m. Another of the team’s prominent renewables clients is Pattern Energy Group, which Kraske advised on securing a $205m credit facility to develop its 122MW Conejo Solar project in the Atacama Desert, and assisted with its $242m purchase of two operational wind power facilities, based in Kansas and Missouri, from Wind Capital Group. The practice also worked extensively on yieldco and tax equity-related matters, acting for a renewable energy company on a sale-leaseback tax equity transaction involving a portfolio of solar projects in Massachusetts.

Ashurst LLP’s practice, which is particularly strong in the PPP space, is headed up by Jason Radford, and is supported by Douglas Bird and Latin America specialist Charles Williams, both of whom are dedicated to project finance, as well as three other partners who regularly handle project financing. On the lender side, Williams and Bird, who are both New York-based, advised lead underwriters JPMorgan and Wells Fargo on the $900m financing of the Pennsylvania Rapid Bridges project - the largest tax-exempt private activity bond-financed PPP project in US history, and Pennsylvania’s first ever PPP. Bird also acted for the investors in connection with a private placement of $60m-worth of notes issued by MAS Georgia LFG for the financing of three gas-to-electricity projects near Atlanta, Georgia. Radford assisted the lenders to Bechtel/Cintra Consortium with the financing options for the I-70 East project in the metropolitan area of Denver. Most of the practice’s work, however, is sponsor side. Williams advised a consortium that included InfraRed Capital Partners on all aspects of the $500m Portsmouth Bypass project, procured by the Ohio Department of Transportation. Radford advised a different consortium, this one including John Laing and Kiewit Development, on all aspects of its shortlisted bid to be contracted for the $2.3bn Maryland Purple Line light rail project. Counsel Kristy Wagner recently joined the Washington DC office from Duane Morris LLP.

Debevoise & Plimpton LLP’s ‘diligent’ practice, headed by Ivan Mattei and counsel Douglas Buchanan, is commended for its ‘prompt, accurate and commercial’ advice. The team is notably strong in infrastructure and PPP projects, with Mattei advising the Department of Energy on the $1.5bn financing of a solar power plant in Arizona, and, with counsel Armando Rivera Jacobo, on the $1bn financing of a similar plant in the Mojave Desert, California. The team advises several power companies as sponsors: Jacobo and Sarah Fitts acted for Footprint Power on the financing of the Salem Harbor Power Station project, which involved a $600m construction financing loan as well as a $130m letter of credit. Fitts and counsel Michael McGuigan, who is praised for his ‘quick responses, deep knowledge and excellent negotiating techniques’, assisted Marquis Energy with securing a $228m loan for the expansion of its ethanol facility in Hennepin, Illinois; the expansion will make the client the largest dry mill ethanol producer in the US. Transport infrastructure is another area of activity for the practice: Buchanan and McGuigan advised Westfield Group on its redevelopment of the Great Hall Terminal at Denver International Airport and, together with Mattei, acted for InfraRed Capital Partners, Walsh Group, Vinci Concessions, Alstom and Keolis on the development of the Purple Line light rail project in Washington DC. Other clients include Mitsui & Co. and Toyota.

The ‘incredibly responsive’ team at Hunton & Williams LLP is headed by Jeffrey Schroeder. Most of its key partners are based in Washington DC, with the exception of the New York-based Michael Madden. Senior associate Michael Klaus, formerly the lead in-house counsel in SunEdison’s business development group, joined the department in 2015. Schroeder advised Southwest Generation on its $240m refinancing of a portfolio of natural gas-fired plants in the US, and acted for a well-known financial institution in its acquisition of an interest in the Edison Mission Energy Wind portfolio alongside NRG Energy; the portfolio comprises 12 projects across the US. Madden and Gregory Lang assisted Olympus Power with its sale to Aspenall Energies of Grant County Wind, a 21MW Minnesota wind farm. On the lender side, Raj Pande advised Japan Bank for International Cooperation, Nippon Export and Investment Insurance, and several commercial banks on a $4.37bn senior secured project finance loan, including a letter of credit and working capital facilities, to help fund the construction, development and operation of the first train of an LNG-and-export-facility project on Quintana Island, Texas. The group’s clients include LS Power, Duke Energy, Citibank and Goldman Sachs. It is praised for its ‘helpful, workable suggestions and solutions’.

With the promotion of Jeffrey Kayes in the firm’s San Francisco office, Morrison & Foerster LLP now counts 14 partners and senior counsel among its US project finance team, though practice head Michael Graffagna is based in Tokyo. Jeffrey Chester advised Oak Creek Energy Systems on the financing and sale of a 149MW wind power project in Tamaulipas, Mexico to GS Infrastructure Partners and GBM Infraestructura, constituting the first investment in a Mexico wind project by a Mexican fund. On the sponsor side, Chester and Jana Mansour assisted Apex Clean Energy with securing a $397m construction loan from a six-lender syndicate for a 300MW wind farm based in Oklahoma. Kayes and Jonathan Melmed acted for First Reserve in the purchase of Kingfisher Wind, an Oklahoma wind energy project, for $500m; the project is expected to produce enough energy to power 100,000 homes. The two lawyers handled the construction loan, leverage loan and tax equity aspects of the deal, as well as the acquisition itself. The team also handled several solar power projects, assisting the International Finance Corporation with its investment in Sunpreme. Jonathan Melmed advised National Bank of Canada and SunLife on financing Axium Infrastructure and MetLife’s $450m acquisition of several of Ontario’s solar power plant facilities from Recurrent Energy. Additionally, for the Department of Energy, the team handled the provision of over $1.6bn in loan guarantees to subsidiaries of BrightSource Energy for three solar projects in the Mojave Desert.

The ‘responsive’ team at Norton Rose Fulbright US LLP is led by Jeremy Hushon and Michael Pikiel. Its recently acquired sponsor clients include Aldridge Electric, International Container Terminal Services and OHL USA, while its new lender clients include Lend Lease Investments (US), AMP Capital and John Laing Investments. The ‘constructive’ and ‘commercial’ Pikiel acted for Aldridge Electric as contractor and Aldridge Freeway Lighting as equity investor in the DBFMO aspects of improvements to current freeway and tunnel lighting systems in the Metro Detroit area. This constitutes the first of several proposed PPPs for freeway lighting systems in the US, and was Michigan’s first such project to reach commercial and financial close. Pikiel also advised Citigroup Global Markets and Barclays Capital as the underwriters supporting Blueridge Transportation Group, the preferred bidder for the $800m DBFMO project involving four tolled lanes on Texas State Highway 288. Infrastructure PPP projects are a key part of the firm’s practice; the team also assisted Meridiam Infrastructure, Balfour Beatty Investments and Walsh Investors with their bid to handle the DBFMO aspects of six new buildings for the City of Indianapolis. The buildings, including related parking facilities, will occupy 1.4m sq ft, with the project costing $525m in total. It will be the US’ first PPP project procured by a major city. The team is commended for its ‘strong industry knowledge and experience’, ‘good value for money’ and ‘strong associates and partners’.

The practice at Vinson & Elkins LLP is headed by Mark Spivak in the Washington DC office and James Cuclis in Houston. Mark Brazzil advised Noble Energy, operator of the $6bn Leviathan gas project off the Israeli coast, on the development of a floating system for production, storage and offloading. The gas will be sold to neighboring countries, requiring several cross-border submarine pipelines. The Houston-based Kaam Sahely assisted SemGroup with construction and transportation agreements concerning the development, ownership and operation of the $500m Maurepas Pipelines, three new pipelines in the Gulf Coast region of Louisiana. He also acted for Gulf Coast Ammonia, a joint venture between Agrifos and Borealis, in the DBFMO aspects of a $1bn hydrogen-based ammonia production facility in Texas. On the acquisition side, Katy Gottsponer advised Riverstone Holdings on a master transaction agreement with SunEdison, which purchased AES Corporation’s 50% stake in 336MW-worth of solar photovoltaic projects owned by Silver Ridge Power, a company in which Riverstone invested significantly. Regulatory specialist David Andril advised Parallax Services on the financing aspects of the Live Oak LNG project development on the Calcasieu River, Louisiana. Other clients of the department include Goldman Sachs, Clean Line Energy Partners and Brookfield Renewable Energy Group.

Timothy Unger leads the team at Andrews Kurth LLP. Highlights for Unger included assisting Cheniere Energy with the $4.6bn financing of the fifth train of the Sabine Pass LNG project, as well as advising the client on the $1.2bn working capital facility for the project’s first four trains. Also in the LNG space, Unger advised a major equity investor on its investment in Magnolia LNG, a $2.2bn facility being developed in Lake Charles, Louisiana. Mark Thurber was active on pipeline work, assisting Magellan Midstream Partners with the construction and management agreements and pipeline supply agreements concerning a 535-mile pipeline in the US. The department’s sponsor clients also include Energia del Pacifico, which Vera Rechsteiner advised on the financing and development of a 350MW power plant and LNG terminal in Central America. On the acquisitions side, Hal Haltom acted for FourPoint Energy in its purchase of oil and gas assets in Oklahoma and Texas from LINN Energy and Chesapeake Energy. The team is also seen on lender-side work; Rechsteiner advised Banco Agromercantil de Guatemala on a $95m loan to three subsidiaries of Grupo Santander in Guatemala. Giji John and George Humphrey left to join Orrick, Herrington & Sutcliffe LLP in February 2016.

The practice at Bracewell LLP, praised for its industry knowledge, business acumen, response times and good value for money, is headed up by the ‘bright, creative and business-mindedAlan Rafte. The team, which includes Thomas Tomlinson, Jessica Adkins and Stuart Zisman, is primarily based in Houston, with the exception of the New York-based Robin Miles. On the borrower side, Tomlinson advised a consortium including Rockland Capital, Chimera Power Holdings and Eagle Point Power Generation on the financing of two gas-fired projects and a wind generation project for $148m. In the solar energy space, Adkins advised Recurrent Energy on a long-term electricity and renewable energy credit hedge that will finance the development of two solar facilities in California. She was also active in wind energy matters, acting for a leading independent wind energy developer on a long-term renewable energy credit transaction to fund a wind project, with overall loan commitments worth $210m; unusually, this was secured by a lien on all the project’s assets. On the lender side, Miles advised a global investment bank as lead arranger and hedge provider on a $35m construction financing for a large gas-to-liquids plant in Louisiana. Other clients include Highbridge Principal Strategies, NRG Energy and Société Générale.

Headed by the ‘very capableAndrianne Payson and the ‘practicalJoseph Tato, who is commended for his ‘acute legal analysis’, the team at DLA Piper LLP (US) is well respected in the market for its cross-jurisdictional capabilities. As well as handling transactions in the energy and infrastructure space, it handles the development and financing of all types of power generation facilities. Despite the departure of Nicolai Sarad and Gianluca Bacchiocchi to Pillsbury Winthrop Shaw Pittman LLP and Clifford Chance respectively, the practice performed strongly in the project finance space. Tato advised Crédit Agricole Corporate and Investment Bank on the refinancing of a $725m securitized credit facility for Astoria Energy, the owner of a 500MW gas-fired power plant in Queens, New York. The team assists clients with asset acquisition and disposal; Payson advised Exelon Corporation on its $530m sale of the Fore River Generating Plant, an 800MW gas-fired power plant in Weymouth, Massachusetts. Also active in Africa-based matters, the practice has helped clients with agreements regarding the proposed development and financing of several projects across the continent. In 2015, the practice added Exelon Generation Company to its roster, while longstanding clients include EDF Trading North America, Netherlands Development Finance Company, Covanta Energy and General Electric.

Foley & Lardner LLP’s department is headed by Jason Allen, Jeffery Atkin and John Eliason, based in Milwaukee, Los Angeles and Washington DC respectively. The team contains 12 partners spending a significant amount of time on project finance matters, and recently welcomed of counsel David Weisblat, a tax lawyer who regularly advises clients on renewable energy projects. On the project finance side, Atkin, along with Jason Barglow, Eliason and senior counsel David Markey, assisted Brite Energy Solar with financing a $200m Morgan Stanley tax equity fund involved in residential solar projects in various US states; the practice also advised NRG Energy on the tax equity financing of a 120MW portfolio of solar projects. Together with David Clark, Larry Bonney, Linda Benfield and Edward Hammond, Allen advised Greenleaf Power on its acquisition of Leidos Plainfield power plant, a $225m biomass project. Atkin, Allen and Hammond acted for Canadian Solar in a $250m loan agreement with China Minsheng Bank, and also assisted it with a $100m senior secured term loan arranged by the Singapore branch of Credit Suisse. Other clients of the department include Goal Zero, Yingli Green Energy Americas, GCL Solar Energy and Integrys Energy. Special counsel Mary Ann Christopher re-joined the team in June 2015, having previously been general counsel at Green Sail Energy. She advises clients on the acquisition, sale, financing and development aspects of major infrastructure projects, particularly in the renewable energy sector.

Led by Melissa Raciti-Knapp and Lisa O’Brien, both based in New York, the practice at Freshfields Bruckhaus Deringer LLP is strong in PPP work as well as in energy-sector project financing. An expert in Latin American projects, Raciti-Knapp advised lender-side client OPIC on a $140m loan to help finance Avantel’s $253m deployment of a 4G LTE network across six cities in Colombia, including Bogota and Cali. She also assisted KfW IPEX-Bank as lead arranger and underwriter of a loan to finance a $1.5bn steel mill near Osceola, Arkansas; this constituted the largest private investment in the history of Arkansas, as well as the client’s largest investment in the US to date. She advised the same client on the senior financing of the development of the Mississippi Silicon smelter project, the first silicon smelter plant in nearly 40 years to be built in the US. O’Brien also represented several lender-side clients, acting for RBS as administrative agent for the existing lenders on Morgan Stanley Infrastructure Partners’ $325m sale of the Montreal Gateway Terminals to a consortium led by Fiera Axium Infrastructure. On the PPP side, consultant Bobby Stewart and counsel Adam Giuliano advised the Colorado Department of Transportation on the bid and selection process for the I-70 East Project, funded by the Colorado Bridge Enterprise, the Denver Regional Council of Governments and the fund allocated to the Colorado Department of Transportation by the state of Colorado. Other clients of the team include Kiewit Development Company, Goldman Sachs and Bank of America.

Pillsbury Winthrop Shaw Pittman LLP’s department, which regularly advises on financing projects in the PPP, LNG, renewables and conventional power spaces, is led by Nicolai Sarad and Michael Reese in New York, and Robert James, who splits his time between San Francisco and Houston. The team has expanded significantly in size, with the arrival of Sarad and New York-based Fernando Rodriguez Marin from DLA Piper LLP (US). Active in the PPP space, the practice advised the San Francisco Bay Area Rapid Transit District on energy efficiency projects, renewable generation projects and proposals for major expansion. Michael Hindus handled several renewables deals, advising Dynergy on two wave-energy projects near Morro Bay, California with a total capacity of 450MW. On the wind energy side, Reese and Jane Stein acted for Marubeni on the high-profile multibillion-dollar Atlantic Wind Connection, which will involve a submarine transmission line along 350 miles of the Atlantic Seaboard. James advised Brookfield Renewable Energy Partners on the sale of its interests in a 102MW southern California wind farm. The department’s other clients include Tenaska, Recurrent Energy and Chevron.

The magnitude of some of the matters handled by Baker & McKenzie LLP’s US project finance team belies its relatively small size. José Morán leads the team from Chicago, and is supported Mona Dajani, James O’Brien and Michael Smith, and New York-based Clyde Rankin and Mark Tibberts. Significant project finance matters included Rankin’s assistance to consortium leader ICICI Bank with financing the construction of an iron ore facility being built by Essar Steel in northern Minnesota: he advised the lender on a $415m loan to complement the $713m-worth of financing already provided by the consortium and the Export-Import Bank of India. The team’s clients, however, are predominantly sponsors, and are usually involved in renewable energy projects. Rankin acted for EDF Energies Nouvelles on the $240m financing of its 146MW Laberinto solar photovoltaic project, based in the Antofagasta region of Chile; it will be the first club-deal financing of a solar project in Chile that has taken place without the support of multilaterals. On the transactional side, the team advised EDF Renewable Energy on its sale of a 97.5MW wind generation facility in Minnesota to Allete Clean Energy.

King & Spalding LLP’s project finance practice heads, Philip Weems and Ken Culotta, are based in Houston. The team is very active in LNG matters. On the sponsor side, Culotta advised NextDecade on closing an $85m equity financing with York Capital Management Global Advisors, Valinor Management and Halcyon Energy Investors to fund the client’s LNG and pipeline projects in Rio Grande and Rio Bravo respectively, as well as the continued development of the Pelican Island LNG project in Galveston, Texas. Together with Denis Fallon, Culotta also advised Haddington Energy Partners IV LP on a large private placement of equity securities by Fairway Energy Partners; Fairway used the proceeds to convert three subterranean south Houston storage caverns into storage facilities for crude oil. Weems continued to advise Anadarko on all aspects of its $50bn Mozambique LNG export project, including upstream, sales, common facilities and shareholder agreements. The firm also acted for Sadara Chemical Company in all aspects of the development and operation of a $20bn petrochemicals facility. In the infrastructure space, the team assisted Atlanta Falcons Stadium Company with closing a series of financing transactions relating to the construction and operation of a new football stadium in Atlanta, Georgia.

David Asmus leads the ‘excellent’, ‘client-oriented’ practice at Morgan, Lewis & Bockius LLP, and was joined in the Houston office in October 2015 by newly made partner Peter Hays. The department was also strengthened by the arrival of four new partners in the Boston office: Dinesh Melwani, Stephen Miklus, Nancy Persechino and Marc Reardon, all of whom came from Bingham McCutchen. The ‘proactiveRichard Filosa, also based in Boston, advised Energy Investors Fund on the financing, construction and development of a $1bn 750MW gas-fired power plant in Maryland, and of a 310MW gas-fired power plant in Otay Mesa, California. Filosa also advised Robinson Power on the DBFO aspects of its proposed $650m 650MW gas-fired power plant in Robinson Township, Pennsylvania. Brian Bradshaw, praised for his ‘outstanding commercial knowledge’, acted for Constellation Energy Group on all aspects of the development of a greenfield LNG project in Brownsville, Texas, including construction contracts, LNG sales agreements and equity structuring. The team also assisted SunEdison with the tax equity financing of an 184MW wind project in Maine; this involved the negotiation with a six-lender syndicate of a $360m debt facility. Recently acquired clients include BG Group, Johnston Clean Power and Sumitomo Mitsui Banking Corporation.

Sullivan & Worcester LLP’s department expanded with the arrival of Hayden Baker (formerly of Davis Polk & Wardwell LLP) at the New York office, and of counsel Merrill Kramer (formerly of Chadbourne & Parke LLP) at the Washington DC office. The team, led by Elias Hinckley, is particularly strong in renewable energy projects, and advised FLS Energy on an equity investment to finance 200MW-worth of solar projects. On the transactional side, Hinckley and counsel James Wrathall acted for York Capital Management in its purchase of controlling interests in a food-waste-to-energy power plant in Charlotte, North Carolina, and in a similar plant in Johnston, Rhode Island; total investment exceeded $40m. The two partners, along with counsel Patricia Mundy, advised Commonwealth Bay on its purchase of a 6.3MW Wyoming wind farm. As well as handling acquisitions, the team also assisted Entropy Investment Management with the disposal of seven solar projects to two investment groups. Kramer acted for Saturn Power in the development of two solar photovoltaic projects in Oregon, and, demonstrating the firm’s cross-jurisdictional capabilities, on the financing and development of two greenfield solar projects in Turkey. Other clients of the department include Grid Energy Services, Ogin Energy, Vision Fleet Capital and Ares Capital Management.


Restructuring (including bankruptcy): corporate

Index of tables

  1. Restructuring (including bankruptcy): corporate
  2. Leading lawyers

Leading lawyers

  1. 1

Akin Gump Strauss Hauer & Feld LLP is a natural choice for energy and mining sector restructurings and has acted in some of the highest-profile mandates. Ira Dizengoff, Abid Qureshi and Scott Alberino are representing the $1.7bn ad hoc group of unsecured noteholders in Energy Future Holdings, and a group of senior secured noteholders in Walter Energy’s $3.1bn restructuring. The firm also demonstrates its sector strengths on the debtor side, with Dizengoff and Phil Dublin acting for Allied Nevada Gold in its $699m Chapter 11 filing, while a Dallas-based team led by Sarah Schulz and Chuck Gibbs is advising Quicksilver Resources on its $2.3bn Chapter 11 proceedings. Other notable instructions included advising the holders of 65% of the debt in the $1bn restructuring of Longview Power, and advising Apollo Global Management as a significant holder of debt and equity in the $3bn Chapter 11 of Momentive Performance Materials. Daniel Golden leads the group, which also includes Lisa Beckerman, David Botter and Fred Hodara. All named lawyers are based in New York unless otherwise stated.

A creditor-side powerhouse that has obtained key roles in all of the mega bankruptcies of recent years, Davis Polk & Wardwell LLP’s caseload spans the major ongoing sovereign debt crises and a range of keynote mandates in the sectors currently driving the industry. In healthcare, the firm is advising InnovaCare on the potential restructuring of $350m of secured debt as a result of ongoing Puerto Rican economic conditions, while in energy, it is assisting the administrative agent with the restructuring of $957m of debt incurred by Canadian exploration and production company Connacher Oil and Gas. While the group has obtained fewer of the limited number of major company-side mandates compared to some of its competitors, it is nevertheless acting as lead counsel in the first major Chapter 11 of 2016: Arch Coal’s $6.45bn proceedings filed in January (the firm was also lead counsel to James River Coal company in its successful $250m filing, a further illustration of its capabilities in the natural resources sector). Donald Bernstein and Marshall Huebner lead the group, which is wholly based in the firm’s New York headquarters and includes recognized players such as Brian Resnick (‘very strong’), Timothy Graulich and Eli Vonnegut and litigators Benjamin Kaminetzky and Elliot Moskowitz.

Jones Day is acting as lead debtor’s counsel in the Chapter 11 filings of American Apparel, RadioShack and Relativity Media, and is taking its fair share of energy sector instructions with roles in the Chapter 11s of Alpha Natural Resources (lead debtor’s counsel) and Patriot Coal (counsel to Peabody Energy, former parent of the debtor). In a keynote creditor role, the firm is representing the official committee of second lien bondholders in the $18bn Caesars Entertainment bankruptcy. Other clients include NII Holdings (another big-ticket lead debtor role - the second-largest filed in the US in 2014), MF Global Holdings and Macquarie Capital. Strong on both coasts, Paul Leake’s team includes Corinne Ball, Scott Greenberg, Michael Cohen and Lisa Laukitis in New York; Bruce Bennett, Erin Brady, and Richard Wynne in Los Angeles; and partners in Ohio, Boston and Texas, with the rehire of Kevyn Orr bringing substantial municipal and corporate experience to its Washington DC office. Three lawyers made partner in January 2015.

According to one client, Kirkland & Ellis LLP’s ‘outstanding lawyers form the top restructuring team in the US’. Remarkably, given the relative scarcity of company-side mandates, the firm’s debtor caseload outstrips its creditor-side work. Demonstrating its credentials, the firm is lead debtor’s counsel in the two largest ongoing Chapter 11 proceedings: Caesars Entertainment’s $18bn filing and the numerous cases filed under the $40bn bankruptcy of Energy Future Holdings. It has also been retained by a large proportion of the US natural resources companies subject to the current harsh market conditions in that sector. It is advising Hess Corporation as joint owner of the Hovensa petroleum refinery in the latter’s $1.6bn filing, Sabine Oil & Gas in its $2.6bn Chapter 11, Patriot Coal in its $790m Virginia filing, and Samson Resources in its $4.2bn proceedings. It also advised Indiana Toll Road Concession Company on the third-largest pre-packaged Chapter 11 of 2014. Though less well known for creditor work, its recent caseload includes advising ad hoc noteholders in the bankruptcies of Alpha Natura Resources and Altegrity Risk International. James Sprayregen and Paul Basta head the respective groups in Chicago and New York, which comprises 18 partners. Key lawyers in the former include Adam Paul (‘super smart and very effective’), Ryan Bennett and David Eaton; and, in the latter, Nicole Greenblatt, Jonathan Henes and Stephen Hessler.

The clear leader for creditor restructuring work’, Paul, Weiss, Rifkind, Wharton & Garrison LLP’s ‘dedicated team is highly respected by other players in the field’. Notwithstanding its remarkable creditor capabilities, the firm displayed its adroitness on the company side by acting as lead counsel to Walter Energy in its $3.1bn Chapter 11, and acting for the parent of Caesars Entertainment Operating Company in the $18bn bankruptcy of its subsidiary. A typically prolific year on the creditor side included acting for the ad hoc committee of certain first lien secured creditors of Texas Competitive Electric Holdings (as part of the $40bn Energy Future Holdings proceedings), and advising the committee of unsecured creditors of Quicksilver Resources. Kelly Cornish is ‘someone you want on your side when the stakes are high’; Alice Eaton’s ‘ease in grasping complex structures make her the perfect lawyer to attack difficult restructuring issues’; Andrew Rosenbergnever disappoints’; and counsel Claudia Tobler has ‘in-depth understanding of the Chapter 11 regime’. Other key lawyers in the eight-partner group include Alan Kornberg, Brian Hermann and Elizabeth McColm. Capital markets attorney Lawrence Wee’s ‘has a unique perspective advising debtor-side restructuring parties’. All lawyers named are based in New York.

Weil, Gotshal & Manges LLP’s longstanding reputation as a market-leading debtor counsel is supported by its involvement in some of the largest bankruptcies in US history - Lehman Brothers, Washington Mutual and General Motors. Continuing to leverage its company-side strength, the firm has been advising on prominent Chapter 11 proceedings in a range of sectors. It is advising The Great Atlantic & Pacific Tea Company in its $2.3bn filing, Chassix Holdings in $700m proceedings, and, in oil and gas, Endeavour International ($1.2bn). Demonstrating its capabilities on both sides of the table, it is advising the Export-Import Bank of China as the largest secured creditor in the $3.6bn Chapter 11 of the ‘Baha Mar’ luxury resort, and an ad hoc group of first lien lenders and convertible note holders on the restructuring of Energy Exploration & Energy. Practice co-chairs Gary Holzer and Ray Schrock lead the core New York group, which also includes Stephen Karotkin, Marcia Goldstein and Robert Lemons. Alfredo Perez and Stephen Youngman are key figures in Houston and Dallas respectively.

Cleary Gottlieb Steen & Hamilton LLP’s ‘restructuring partners are top notch, supported by well-trained, responsive associates’. Its status as premier adviser to foreign governments in sovereign debt matters is highlighted by clients, who single out its cross-border prowess in Latin America deals, for which it has ‘by far the deepest and best bench’ - Richard Cooper in particular is singled out for his experience in the region. Illustrative of this pedigree, Cooper is part of a team advising a group of ad hoc bondholders of Brazilian oil and gas company OGX (subsequent to its high-profile $5.1bn bankruptcy in 2013). The firm continues to play a leading role in matters related to the Chapter 11 of client Nortel Networks, acting as US counsel in disputes concerning the allocation of sale proceeds and claims by the Pension Benefit Guaranty Corporation. Other key figures in the eight-partner, New York-based group include Seth Grosshandler, Lindsee Granfield and James Bromley.

Adept on both sides of the table, Kramer Levin Naftalis & Frankel LLP has secured some of the most notable creditor and debtor roles in the market. It is representing the official committee of unsecured creditors in the $4.1bn Chapter 11 of NII Holdings, an ad hoc group of first priority lenders in the $18bn bankruptcy of Caesars Entertainment, and a group of second priority lenders to Energy Future Holdings in its $40bn restructuring. Significant company-side roles include acting for Genco Shipping and Trading in its $1.5bn Chapter 11, and representing a leading health service provider and a technology company in respective out-of-court restructurings. Key lawyers include group head Kenneth Eckstein, Adam Rogoff, Douglas Mannal and Amy Caton.

Latham & Watkins LLP’s leading out-of-court restructuring practice is supported by highly impressive creditor credentials. The firm represented an ad hoc group of bondholders, including JPMorgan and AQR Capital, in the highly litigious settlement of claims under the $4.1bn bankruptcy of NII Holdings, and is acting for Credit Suisse as agent in the $2.3bn Chapter 11 of Quicksilver Resources. In a distressed M&A matter, it advised stalking horse bidder Blackhawk Mining in its acquisition of the majority of assets of Patriot Coal following an auction. Other notable company-side mandates included representing Reichhold Industries in its emergence from bankruptcy via a debt-for-equity exchange, and assisting Allen Systems Group with exiting its $666m pre-packaged Chapter 11. New York-based practice co-chair Mitchell Seider, and Chicago-based partners Richard Levy and Peter Knight ‘form a very strong team who are, individually, as good as it gets’, and the ‘excellentPeter Gilhuly in Los Angeles is also noted. Other key New York figures include fellow practice co-chair Jan Baker, Mark Broude and litigator Christopher Harris.

Milbank, Tweed, Hadley & McCloy LLP’s creditor-side prowess coincides with its status as a premier adviser to lenders, including the likes of Goldman Sachs, Deutsche Bank and Centerbridge Partners. The firm has represented a host of such premier financial institutions in some of the largest Chapter 11s of recent times. For example, it represented the holders of junior secured notes, led by Aurelius Capital Management, in the $2.5bn bankruptcy of mortgage lender ResCap, the holders of $2.1bn of claims under the 2013 bankruptcy of Cengage Learning, and the secured creditors of a $1.2bn facility provided to Genco Shipping and Trading. More recently, the group displayed its broad capabilities by representing LightSquared in confirmation of its $7bn restructuring plan in the New York bankruptcy courts. Dennis Dunne heads the 11-partner group, which is divided between east and west coasts and includes Matthew Barr, Evan Fleck and Samuel Khalil in New York, and Paul Aronzon, Mark Shinderman and Thomas Kreller in Los Angeles.

Sidley Austin LLP is particularly noted for its strength in big-ticket company-side mandates, often defending debtors against creditor claims following emergence from Chapter 11 proceedings. A cross-office team including Larry Nyhan and Jessica Boelter achieved recognition of LDK Solar’s restructuring at a US bankruptcy court (following similar judgments in Hong Kong and the Cayman Islands) in one of the first such multi-jurisdictional rulings involving a Chinese entity. In another high-profile company-side mandate, the firm is acting as special corporate and litigation counsel to Energy Future Holdings in its $40bn restructuring. Other notable clients include Dynegy Holdings (in ongoing matters subsequent to its 2012 filing), MGM International Resorts (in relation to the bankruptcies of three entities in which it holds interests) and Tribune Media (in obtaining the dismissal of an appeal by hedge fund creditor Aurelius subsequent to Tribune’s 2012 reorganization). On the creditor side, where it is less prolific, highlights included acting for Wells Fargo in $57m of claims against SCI Holdings. Nylan and James Conlan lead the group from Chicago; other key names include Kevin Lantry in Los Angeles and Paul Caruso, Matthew Clemente and Duston McFaul in Houston.

Skadden, Arps, Slate, Meagher & Flom LLP’s company-side practice has been acting as debtor’s counsel on a range of cases, including the Chapter 11s of Exide Technologies, Nautilus Holdings and Dendreon. The successful exit of Exide was particularly notable in its complexity, involving the negotiation and execution of a $570m debtor-in-possession (DIP) facility and assisting the company raise $165m in new convertible notes. Other highlights included advising Caesars Acquisition Company on its proposed merger with Caesars Entertainment as part of the latter’s high-profile restructuring. Leading figures in the large group include global restructuring head Jay Goffman, Ken Ziman, Eric Ivestor in New York and Chicago-based George Panagakis; the firm also has restructuring partners in Los Angeles and Wilmington.

In two examples of its impressive capabilities, Debevoise & Plimpton LLP represented Altegrity in Delaware bankruptcy court in restructuring for its $1.8bn Chapter 11, and acted for Standard General as DIP lender and successful stalking horse bidder in the $1bn filing of RadioShack. In keeping with its reputation for handling big-ticket litigation, the firm is acting for Ernst & Young as joint administrators of Nortel Networks, successfully arguing for pro rata allocation of the company’s value in the Canadian and US courts. Other keynote mandates included advising American Seafoods Group on its $1bn out-of-court restructuring, acting as international counsel to ship builder OSX Brasil in its cross-border reorganization, and representing Oaktree Capital Management as holder of one of the largest claims ($2.7bn) in Energy Future Holdings. The firm’s well-known private equity capabilities also see it handle a significant number of out-of-court company-side mandates for private equity sponsors; recent examples include acting for Kelso & Company as sponsor to Logan’s Roadhouse in a $200m senior note swap, and for Elan Holdings (a joint venture of Crown Resorts and Oaktree) in the distressed acquisition of a prime brownfield site in Las Vegas. Richard Hahn and Natasha Labovitz lead the seven-partner, New York-based group, which includes Jasmine Ball, Shannon Selden, of counsel George Maguire and litigator Joseph Moodhe.

Gibson, Dunn & Crutcher LLP’s 12-partner group is equally strong on each coast, with the New York office housing practice co-heads David Feldman and Michael Rosenthal as well as Matthew Williams and Janet Weiss, and fellow co-head Jeffrey Krause, Oscar Garza and Robert Klyman among those in Los Angeles. Playing to its natural strengths in litigation, the firm secured two notable victories for client Wilmington Trust Company in putative class actions subsequent to the 2009 bankruptcy of General Motors. Confirming the primacy of federal over state bankruptcy laws at the First Circuit; the firm was also successful on behalf of BlueMountain Capital in its claims against Puerto Rican electricity utility PREPA (Williams was the lead restructuring lawyer in both cases). Exhibiting superb mid-market, debtor-side credentials, it recently represented Natrol and Standard Register in their respective $132m and $583m filings; and demonstrating its strength in larger-cap work, it represented the majority shareholders of Overseas Shipping Group in relation to the company’s $3bn Chapter 11.

Kasowitz, Benson, Torres & Friedman LLP’s ‘bankruptcy litigation group is among the strongest’, with lawyers who ‘guarantee quick, practical advice and the ability to back it up in court’. The firm secured keynote creditor roles in the multibillion-dollar LightSquared and Energy Future Holdings bankruptcies, showcasing its strength in contentious matters in both cases by successfully arguing against restructuring plan terms unfavorable to its clients. It is also representing clients in a raft of disputes subsequent to major Chapter 11s, including defending the controlling shareholder of Israeli company Ampal against turnover motions brought by a Chapter 7 trustee, and acting for distressed debt hedge fund Solus Alternative Asset Management in its litigation against Perry Capital following the latter’s refusal to close an agreed trade involving a $195m Madoff claim. David Friedman has ‘a first-class legal and business mind which can simplify complex financial issues’ and co-leads the ten-partner, New York-based group with David Rosner. Adam Shiff, Andrew Glenn and senior counsel Michael Harwood are other names to note.

Morgan, Lewis & Bockius LLP’s restructuring group has expanded further since the addition of eight partners from Bingham McCutchen, with the hire of Renèe M Dailey to its Hartford office. Chaired by Glenn Siegel and Timothy DeSieno in New York, the department’s substantial East Coast footprint now comprises 15 partners spread between Hartford, Boston and Philadelphia. Boston-based Julia Frost-Davies is leading the advice to Pacific Investment Management Company as the largest DIP lender to Energy Future Holdings in its $40bn Chapter 11, while a Hartford team led by Hal Horwich is acting for a consortium of major insurers, including Aetna and Anthem, in the rehabilitation of Penn Treaty Network America. In another major energy matter, Siegel, together with colleagues in London, is advising Deutsche Bank as indenture trustee in the $1.7bn insolvency of Afren, the first major London-listed energy casualty of 2015. Other clients include UniTek Global Services, Bank of America (in the Cal Dive International filing) and ad hoc noteholders under the cross-border restructuring of Brazilian engineering company OAS. New York-based Michael Reilly is another key name.

Morrison & Foerster LLP’s New York-based team has attracted keynote creditor roles in some of the most important insolvencies of the last two years, with some notable recent successes acting for unsecured creditors in major energy cases. The firm assisted such a group in preventing court approval of an unfavorable restructuring agreement in the Energy Future Holdings bankruptcy, and in relation to Patriot Coal bankruptcy, it represented the official unsecured creditors’ committee in significantly altering the terms of a DIP facility. It also continues to assist the unsecured group under Walter Energy’s $3.1bn restructuring plan. In two notable cross-border mandates, Lorenzo Marinuzzi, Brett Miller and Jennifer Marines are acting for Hovensa in its US Virgin Islands filing, while Gary Lee and John Pintarelli are assisting Landsbanki with winding-up proceedings subsequent to its 2009 Chapter 15 filing. Lee and James Peck lead the practice.

Proskauer Rose LLPprovides value by staffing matters with only the necessary partners needed, but has the strength-in-depth to bring in further expertise if required’. The group includes ‘top-notch attorneys’ who are ‘also genuinely nice people’, such as Jeff Marwill (‘one of the finest attorneys in the restructuring arena’) and associate Jeremy Stillings (‘a force to be reckoned with’). Mark Thomas and Peter Young are also recommended (‘can handle any deal on the transactional side’, ‘incredibly effective in the courtroom’. New York-based Martin Bienenstock, who co-chairs the practice with Marwill and Thomas, is advising the unsecured creditors’ committee in the $18bn bankruptcy of Caesars Entertainment and, in a headline assignment, the firm is co-counsel to Energy Future Holdings in the largest Chapter 11 filing of 2015. All partners named above are based in Chicago unless otherwise stated; other key New York attorneys include Philip Abelson, Judy Liu and Scott Rutsky.

Quinn Emanuel Urquhart & Sullivan, LLP’s status as a go-to counsel for creditors in cases requiring forceful negotiation and/or litigation reflects the firm’s core dispute resolution focus. Typifying the kind of hard-fought matters which are the group’s forte, the highly regarded Susheel Kirpalani is pursuing recovery for the committee of unsecured creditors under the RadioShack Chapter 11 through settlement with the secured creditors. Similarly, James Tecce has been retained by a group of investment funds, including Solus Asset Management, in challenging litigation seeking recovery of $300m in unsecured credit under the 2009 Delphi Automotive bankruptcy. Kirpalani and Michael Carlinsky scored a high-profile victory for Brazilian engineering company OAS in obtaining Chapter 15 recognition of its reorganization in the US courts. Not limited to tough litigation, other highlights included assisting Gradient Resources with the out-of-court restructuring of $150m in debt, with Benjamin Finestone leading the advice. Key figures on the West Coast include Eric Winston and John Shaffer; all other named attorneys are based in New York.

Wachtell, Lipton, Rosen & Katz leverages its exemplary corporate capabilities to act for creditors and acquirers in a broad range of Chapter 11, out-of-court workout and distressed M&A matters. In a major demonstration of its capacity for big-ticket mandates, it advised the US Treasury on the rescues of Fannie Mae and Freddie Mac. Other representative work includes mandates under the Chapter 11s of Energy Future Holdings, Lehman Brothers and LightSquared. Chaired by Harold Novikoff, other key practitioners include Richard Mason and Scott Charles. All are based in New York.

White & Case LLP has forged a reputation as a tenacious fighter for creditors’ rights, due in no small part to practice head Thomas Lauria, and earns notable roles in some of the largest, most complex Chapter 11s. It marries this with highly regarded capabilities in Latin America, where it has secured company-side roles in a large proportion of reorganizations in the Brazilian energy sector. Demonstrating its strength in hard-fought creditor cases, regarding the Energy Future Holdings (EFH) bankruptcy, on behalf of an ad hoc group of noteholders of an EFH subsidiary, the firm successfully argued for an amended restructuring plan that gives the clients the opportunity to purchase EFH’s regulated utility, Oncor. The firm also has leading creditor roles in the bankruptcies of Caesars Entertainment and Samson Resources. On the debtor side, it has been active in the highly publicized Revel AC case, and achieved Chapter 15 recognition for Brazilian companies Rede Energia and Sifco. Lauria, Scott Greissman and John Cunningham are the key figures; Lauria and Cunningham divide their time between New York and Miami.

When it comes to Willkie Farr & Gallagher LLP’s restructuring group, according to one client, ‘no one is better’. Rachel Strickland is singled out as ‘extremely smart and a terrific negotiator who knows how to get the deal done’. Marc Abrams and Matthew Feldman lead the practice, which represents a swathe of financial institutions and investment funds, balanced by a healthy pipeline of debtor and company-side creditor work. Feldman and Strickland are part of a cross-practice team acting for Momentive Performance Materials in its highly contested $4.2bn Chapter 11, while notable creditor mandates involve the filings of Samson Resources (acting for Deutsche Bank which holds $1bn in second lien debt), IMRIS (representing Deerfield Management Company as DIP lender and, ultimately, the winner of a stalking horse bid) and Colt Defense (acting for various lenders holding a total of $360m of debt). Demonstrating an ability to handle big-ticket, cross-border litigation, Abrams is part of a team acting as joint trial counsel to UK pension claimants in joint allocation proceedings regarding the $7bn Nortel Networks bankruptcy in the Delaware and Ontario bankruptcy courts. Shaunna Jones, Paul Shalhoub, John Longmire and Joseph Minias complete the seven-partner New York-based department, which suffered a blow with the departures of Margot Schonholtz to Linklaters LLP and Mary Warren to an in-house role.

Brown Rudnick LLP’s reputation for handling tricky and complex cases makes it a natural choice for mandates with a significant contentious element. Representative experience includes securing a substantial return for unsecured creditor clients in the A123 Systems insolvency through the sale to Chinese investors (following a proposed sale on less favorable terms to a US-based stalking horse bidder). The firm was also highly visible during initial negotiations in the Energy Future Holdings case, representing the holders of $1.6bn in debt and achieving, among other things, material amendment to a pre-plan restructuring scheme proposing bid procedures for the company’s key assets. Managing director William Baldiga and co-chairs Edward Weisfelner and Jeffrey Jonas are among the key figures in the sizeable group, which is divided between Boston and New York.

Dechert LLP’s ‘cost-effective, streamlined’ team is a natural choice for investment funds, given the firm’s exemplary strength in that arena, with clients including the likes of Stonehill Capital Management, UBS Securities and Solus Alternative Asset Management. It has landed prized creditor roles in some of the largest ongoing proceedings, acting for major noteholders in the restructurings of OAS and Trump Entertainment Resorts and for first lien holders of $1.1bn of the $4.1bn of debt in Momentive Performance Materials. Playing to its strengths in litigation, the firm - most recently through Eric Brunstad - has filed numerous amicus briefs on points of bankruptcy law, and has won notable judgments for client NML Capital in the Supreme Court in its consideration of the Republic of Argentina’s sovereign bond default. Its ‘super-sharp’ lawyers include team co-heads Michael Sage (‘a voice of reason in difficult negotiations’) and Allan Brilliant, as well as Craig Druehl (‘practical and thorough’), Brunstad and the ‘exceptionally capableShmuel Vasser. All partners named are based in New York, except for Hartford-based Brunstad.

Hughes Hubbard & Reed LLPfirst-rate’ team is ‘in a class of its own for Securities Investment Protection Act liquidations’ and ‘at the top of its game for contentious work’. Its prowess in both was exemplified in its latest victories under the Lehman Brothers liquidation, which included securing court approval of a $1.9bn distribution to unsecured creditors of the brokerage, and acting as liquidation trustee - in the form of group head James Giddens - in the $40bn liquidation of MF Global, which, to date, has returned $7bn to customers. The firm attracts significant praise from peers with whom it has collaborated on major cases: Giddens ‘provides outstanding leadership and sage advice, often on unique points of restructuring law’; Christopher Kiplokhas fantastic vision and a clear view of the goals and priorities of different stakeholders’; and James Kobak has ‘keen insight into contentious issues’. Several members of its litigation group - with Sarah Cave in particular singled out - attract praise for their ability ‘to provide leadership on cutting-edge issues of law at all levels, from the bankruptcy courts to the Supreme Court’. The firm’s leading roles in Washington Mutual (the largest US bank failure in history) and Nortel Networks litigation further demonstrate its contentious capabilities. Key partner Kathryn Coleman is also recommended. All lawyers named are based in New York.

O’Melveny & Myers LLP’s group attracts praise for its ‘excellent bench strength’ and ‘willingness to move mountains’ for its clients. The hires of heavyweight New York partners George Davis and John Rapsiardi from Cadwalader, Wickersham & Taft LLP in 2013 added significant East Coast strength to the firm’s established West Coast practice, and has brought with it a remarkable balance of debtor and creditor work. Highlights on the debtor side include its roles in the Chapter 11s of Cal Dive International and Colt Defense. It is representing Apollo Global Management as one of the largest creditors in the Energy Future Holdings Chapter 11, also obtaining roles in two pieces of litigation related to the $40bn bankruptcy. Rapsiardi is ‘a very smart strategic thinker’; Andrew Parlen is ‘very diligent and creative’; Washington DC-based litigator Peter Friedman is ‘the smartest guy in the room with the intellectual horsepower to deal with the most complicated legal issue’; and counsel Daniel Shamah is ‘excellent’. San Francisco-based Suzzanne Uhland chairs the practice with Davis and Rapsiardi.

Simpson Thacher & Bartlett LLP’s market-leading capabilities in M&A make it a natural choice for complex out-of-court restructurings and purchases of distressed assets, while its impressive financial services practice provides a steady stream of creditor mandates from a client base which includes KKR, Blackstone Group and Deutsche Bank. Sandeep Qusba leads the compact New York-based team, which also includes Steven Fuhrmann and Elisha Graff. Qusba and Fuhrmann are acting for key client JPMorgan in the Chapter 11 of Dex Media, while Fuhrmann and Graff are representing JPMorgan in various mandates, including its provision of a $300m facility to Quicksilver Resources as part of its $2.3bn Chapter 11. Graff is also advising private equity clients on potential distressed asset purchases. Leading figures in the group’s robust bankruptcy-related litigation practice include Thomas Rice and David Woll.

In an impressive year, Stroock & Stroock & Lavan LLP augmented its highly regarded capacity for distressed asset work for private equity funds and institutional investors with some notable mid-market, debtor-side mandates. Kristopher Hansen and Erez Gilad represented Trump Entertainment Resorts in confirmation of its plan of reorganization in March 2015, and Los Angeles-based partner Frank Merola advised BPZ Resources in one of the many recent filings by Texas oil and gas companies. More typically, the firm’s creditor-side practice has been acting on a diverse range of high-value cases. Hansen is representing the holders of the majority of the $5.4bn first lien debt held in the $18bn filing of Caesars Entertainment, and Hansen and Jayme Goldstein are representing Fortress Investment Group as a holder of significant debt in the $7bn filing of telecoms company LightSquared. Goldstein and Brett Lawrence are assisting various lenders, including the committee of senior unsecured noteholders, in Allied Nevada’s ongoing proceedings. Hansen heads the nine-partner group, which, apart for Merola, is based in New York.

Bracewell LLP has secured roles in a significant proportion of filings by Texas oil producers, due in part to its well-regarded Houston base. Chief among these are debtor-side mandates in the Delaware-filed Chapter 11s of Optim Energy and Quicksilver Resources (advising joint venture partner ENI in the latter), which are valued at $750m and $2.3bn respectively. Further cementing its energy credentials, it won impressive creditor-side mandates in the bankruptcies of ATP Oil and Gas, and Miller Energy Resources. The compact five-partner team (which suffered a blow with the departures of Samuel Stricklin and Renèe M Dailey to Gruber Hurst Elrod Johansen Hail Shank LLP and Morgan, Lewis & Bockius LLP respectively) comprises team head Evan Flaschen and Kurt Mayr in Hartford, William Wood and Marcy Kurtz in Houston, and Robert Burns in New York.

Cadwalader, Wickersham & Taft LLP has been acting for a many of the largest US and international investment banks on some of the highest-profile restructurings in the market. In Energy Future Holdings, it assisted Morgan Stanley in successfully defeating a plaintiff motion to have the case transferred to state court; in Revel Casino, the team obtained confirmation of a Chapter 11 liquidation plan on highly favorable terms for its client JPMorgan (DIP lender and holder of first lien debt); and it has been acting for Deutsche Bank in a $90m claim under the Chapter 15 of Canadian mining company Veris Gold, which raised interesting issues of cross-border bankruptcy law. Greg Petrick and Mark Ellenberg co-chair the compact team, with Ingrid Bagby and recently promoted special counsels Michele Maman and Christopher Updike the other key figures. All those named are based in New York, except Washington DC-based Ellenberg.

Chadbourne & Parke LLP has carved out a reputation for acting on precedent-setting cross-border restructurings, in keeping with its track record of big-ticket South American and, especially, European mandates. Team head Howard Seife is advising Bank of New York Mellon on the potential reorganization of $50bn of outstanding bonds of Petrobras. He also led a team which achieved Chapter 15 recognition of the UK liquidation proceedings of Hellas Telecommunications II, and acted for the British Virgin Islands-court-appointed liquidators of OAS in their attempt to obtain recognition of BVI proceedings in the company’s $1bn reorganization. Douglas E Deutsch, David M LeMay, Samuel Kohn and Andrew Rosenblatt complete the five-partner, New York-based team.

Greenberg Traurig, LLP fields ‘a deep bench of restructuring professionals with a wide range of skillsets’. Its broad geographical footprint, spanning the East Coast, West Coast, Texas and elsewhere, makes it a natural choice for mid-market, regional Chapter 11s. Its south Florida group is praised as ‘one of the best teams in the market’, with Mark Bloom (‘a consummate professional who can devise a strategy and implement it collaboratively’), Paul Keenan (‘an expert in Latin American matters’), Scott Grossman (‘an all-round quality lawyer with a detail-oriented approach to analyzing and solving problems’) and John Hutton (‘an excellent choice for creditor and committee work’) singled out for praise in its Miami and Fort Lauderdale offices. Notable matters included acting for Versa Capital Management in the Chapter 11 of Californian clothing retailer Wet Seal, and representing the committee of unsecured creditors in the Texas-filed Chapter 11 of AutoSeis. Nancy Mitchell and Keith Shapiro, based in New York and Chicago respectively, co-chair the practice with Bloom.

The ‘exceptionally talented’ 11-partner group at Katten Muchin Rosenman LLPadds value by staffing matters pragmatically without dilution of focus’ and attracts praise for its ‘consistently sound counsel’. Its core Chicago-based team is singled out for particular praise: practice co-chair John Siegel is ‘a pleasure to work with’; Kenneth Ottaviano is ‘pragmatic, effective and thinks outside the box’; the ‘dedicatedKarin Bergalways sees the bigger picture’; and Peter Siddiquiconducts himself in a professional, selfless manner’. Fellow co-chair Craig Barbarosh, who divides his time between New York and Orange County, is lead counsel to UMB Bank as holder of $6.4bn of first lien notes issued by Caesars Entertainment Operating Company. In a further illustration of its ability to handle significant mandates in headline matters, it successfully argued for a pro-rata allocation of proceeds in the Delaware and Ontario bankruptcy courts in the $7bn Chapter 11 of Nortel Networks.

Mayer Brown has secured its fair share of mid-market energy mandates, including an impressive debtor-side matter for an upstream oil and gas company, and assisting JPMorgan as first lien agent in the $4.2bn Chapter 11 of Samson Resources. Drawing on the firm’s financial institution client base, the team’s client roster includes HSBC, Bank of Montreal and CIBC. Its eight-partner team, led by Brian Trust, includes fellow key New York contacts Howard Beltzer and Frederick Hyman, with Thomas Kiriakos, Stuart Rozen and Sean Scott based in Chicago.

Ropes & Gray LLP seven-partner group, divided between Boston and New York, leverages the firm’s well-known private equity capabilities to advise funds on distressed assets. In 2015, it also showcased an ability to secure significant mandates in headline cases: D. Ross Martin, Mark Somerstein and Keith Wofford are representing the official committee of unsecured creditors in the $2.6bn Chapter 11 of Sabine Oil & Gas; and the same team is acting for Delaware Trust as indenture trustee for $3.6bn of first lien notes of Energy Future Holdings in its $40bn filing. Further demonstrating its skill in big-ticket indenture trustee mandates, it is acting for Wilmington Trust in the bankruptcies of RadioShack, Momentive Performance Materials and Walter Energy. Mark Bane and Stephen Moeller-Sally chair the practice.

Squire Patton Boggstop-notch, incredibly talented’ group has attracted a remarkable number of debtor-side mandates from distressed mining companies, including Midway Gold US and its Canadian parent in its June 2015 filing, and as lead restructuring counsel to Veris Gold in complex Chapter 15 proceedings concluding with the sale of its primary mine asset. Not limited to natural resources, the firm’s recent experience spans healthcare, transport and real estate (most notably securing the dismissal of Chapter 11 petitions by 14 Bahamian companies in the $3.6bn ‘Baha Mar’ resort proceedings for client CCA Bahamas). The ‘highly respected’ Stephen Lerner chairs the widely dispersed group from its Cincinnati stronghold, with other key partners including San Francisco-based Karol Denniston, New York-based Nava Hazan and Phoenix-based Craig Hansen. Cincinnati-based senior associate Elliot Smith is also recommended.

Fried, Frank, Harris, Shriver & Jacobson LLP secured a notable role in the $40bn bankruptcy of Energy Future Holdings, representing Fidelity Investments, the case’s largest single creditor holding nearly $2bn in debt. In another coveted role, it acted for Centerbridge Partners in its exchange of existing debt for equity in the confirmed $7bn Chapter 11 of telecoms company LightSquared. Senior partner Brad Eric Scheler heads the team, which also includes Jennifer Rodburg, who is leading on the Centerbridge matter, and ‘absolute superstarGary Kaplan.

In the two biggest Chapter 11s of 2015, Jenner & Block LLP is acting as local counsel to the parent company in the $18bn bankruptcy of Caesars Entertainment, and is representing a subsidiary of Energy Future Holdings in the numerous inter-company claims under its $40bn Chapter 11. Daniel Murray and Richard Levin lead the practice from Chicago and New York respectively, the latter a high-profile lateral hire from Cravath, Swaine & Moore LLP in May 2015.

Norton Rose Fulbright US LLP’s leverages the core Texas presence of its legacy Fulbright & Jaworski restructuring practice, and its internationally renowned reputation in the energy space, to secure roles on an impressive number of filings by US oil and gas companies. Chief among these are representing the board of directors of Quicksilver Resources in its $2.3bn proceedings, and significant creditor roles in two of the largest energy bankruptcy proceedings of 2015. Louis Strubeck, who divides his time between Dallas and New York, leads the six-partner group, with other key lawyers based in San Antonio, Houston and also Dallas, where the ‘outstanding’ Tony Gerber resides. David Rosenzweig is based in New York, but his former New York-based colleague David Barrack went to Polsinelli PC.

Paul Hastings LLP’s TMT pedigree ensures a steady stream of work in this space, most recently in a high-profile debtor-side mandate for Apple supplier GT Advanced Technologies. In 2015, it also attracted two impressive natural resources mandates, namely in the $1.8bn Chapter 11 of rare earth miner Molycorp (representing the official committee) and in the $699m filing of Allied Nevada Gold (acting for Wells Fargo as senior secured lender). New York-based Luc Despins leads the group, which added Chris Dickerson and Matt Murphy to its main Chicago operation in May 2015.

Vinson & Elkins LLP’s marked aptitude for Texas-filed oil and gas Chapters 11s was reflected in debtor-side work for Kentucky-based RAAM Global Energy and for Canadian fracking company GASFRAC Energy Services. In a notable New York-led matter, Steven Abramowitz continued to advise United Airlines as the largest creditor on various matters subsequent to the 2012 filing of Pinnacle Airlines. The highly regarded William Wallander, who divides his time between Dallas and New York, heads the largely Texas-based group.


Restructuring (including bankruptcy): municipal

Index of tables

  1. Restructuring (including bankruptcy): municipal
  2. Leading lawyers

Leading lawyers

  1. 1

Arent Fox LLP’s municipal restructuring practice is built upon expertise in municipal finance, municipal bankruptcy and public pensions, enabling it to advise across the full breadth of issues, including at the intersection of employee benefits and bankruptcy. In the wake of Puerto Rico’s fiscal crisis, a team led by David Dubrow and Carol Connor Cohen was retained by numerous clients, including Ambac Assurance, Centerbridge Partners, Vanguard Mutual Funds and Roosevelt Investment Group, to analyze bond structure risks, evaluate proposed legislation and assess potential new bond issuances by the commonwealth. Other recent work includes advising new client Kroll Bond Rating Agency on municipal bankruptcy risks associated with a variety of bond structures, from general obligation bonds to various forms of revenue bond. Dubrow and Les Jacobowitz are based in New York, Connor Cohen and public pensions expert Caroline Turner English are Washington DC based.

New York-based Chadbourne & Parke LLP mainly acts for bond insurers, such as the National Public Finance Guarantee Corporation, and bondholders. A key client is municipal bond insurer Assured Guaranty, and it has done a significant volume of work for the client in relation to the Chapter 9s of the City of Detroit and Jefferson County. Recently, the team assisted Assured Guaranty with obtaining protections for bondholders in the revisions to the New Jersey Statutes concerning its exposure over $100m in bonds issued by Atlantic City, which is in a financial crisis due to the collapse of the casino industry. Puerto Rico’s fiscal crisis is also keeping the team busy - it is advising several hedge funds, including Morgan Stanley and Owl Creek Asset Management, on existing and potential investments in Puerto Rico-issued securities. The key partners in all municipal restructuring and bankruptcy matters are Lawrence Larose and Samuel Kohn.

Jones Day is a ‘dedicated adviser’ with strong experience in the municipal restructuring and bankruptcy space. Serving as lead restructuring counsel to the City of Detroit, and acting for Franklin Advisers as a creditor in the City of Stockton’s Chapter 9, has brought much attention to the practice - and both matters continue to generate work. It is also advising a group of Puerto Rico Aqueduct and Sewer Authority bondholders and a group of holders of Employees Retirement System of the Government of the Commonwealth of Puerto Rico bonds on their rights and remedies, and on any restructuring efforts undertaken by the issuers. Notable lawyers include David Heiman and Heather Lennox, who split their time between New York and Cleveland; Amy Edgy and Jeffrey Ellman in Atlanta; and Mark Cody in Chicago. In Los Angeles, Bruce Bennett and James Johnston are held in high regard, while Joshua Morse is a standout name in the San Francisco office.

Los Angeles-based Klee, Tuchin, Bogdanoff & Stern LLP focuses on corporate finance, M&A and restructuring, and has gained a reputation in the municipal restructuring space through its representation of several municipal debtors, including Jefferson County and the Californian town of Mammoth Lakes. While all name partners are renowned practitioners in the area, Kenneth Klee and Michael Tuchin are particularly recommended.

Orrick, Herrington & Sutcliffe LLP is best known for its debtor-side representations, and in particular for its notable work on behalf of the Californian cities of Stockton and Vallejo. It does take on creditor mandates, however, and has handled public finance and infrastructure restructuring work in relation to Jefferson County, Orange County and Wayne County. Another source of work has been Puerto Rico, where the key names are Douglas Mintz in Washington DC and New York-based Lorraine McGowen, who has expertise in creditors’ rights litigation. San Francisco-based John Knox adds public finance expertise to the practice. The pactice head is Sacramento-based Marc Levinson.

Cadwalader, Wickersham & Taft LLP combines expertise in municipal finance, financial restructuring and bankruptcy, providing advisory and litigation services, and has had notable roles in the Chapter 9s of Detroit, Orange County and Jefferson County. Recent work includes advising monoline insurance companies Assured Guaranty and Assured Guaranty Municipal on the potential workout or restructuring of insured general government obligations, swaps and debt issuances by Puerto Rico and its instrumentalities. Mark Ellenberg - who splits his time between Washington DC and New York - and Lary Stromfeld co-head the distressed municipal finance team, which also includes Ingrid Bagby, Thomas Curtin and Michele Maman. Ivan Loncar frequently represents dealers, banks and other financial institutions. All mentioned are based in New York, unless otherwise stated.

Kirkland & Ellis LLP’s municipal restructuring practice is recognized for its ‘excellent development in recent years’. In a hugely significant case, James Sprayregen, who splits his time between New York and Chicago, and New York-based Paul Basta are acting for Puerto Rico in the defense of the constitutionality of the Puerto Rico Public Sector Debt Enforcement and Recovery Act (the ‘Recovery Act’), which was enacted to give the commonwealth’s corporations a way of restructuring their debts. Following a challenge to the act by two bond funds, it was ruled unconstitutional by Puerto Rico District Court, a ruling that was affirmed by the First Circuit following an appeal by the firm. The firm is now seeking a Supreme Court review. Chicago-based Ryan Bennett is another name to note.

At Kramer Levin Naftalis & Frankel LLP, the key figures are New York-based Thomas Moers Mayer and Amy Caton. A high-level victory was achieved when representing holders of over $1.5bn in Puerto Rico Electric Power Authority bonds in a constitutional challenge to the commonwealth’s Recovery Act at both the district court and the First Circuit. Other work includes defending an ad hoc group of holders of more than $1bn of certificates of participation in proceedings brought by the City of Detroit, as well as other litigation relating to the city’s bankruptcy.

Working mostly on the creditor side, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. advises bondholders, bond trustees and bond insurers, including three of the largest institutional holders of Detroit water and sewer debt, whose bonds were reinstated in full in December 2014. In state court insolvency proceedings involving the quasi-public Central Falls Detention Center Corporation, the firm advised the indenture trustee. In relation to Puerto Rico’s fiscal crisis, it represents numerous mutual funds and secondary market buyers concerning the restructuring of bonds. On all matters, the public finance and bankruptcy practices work hand-in-hand. Notable practitioners within the Boston-based team are Adrienne Walker, Richard Moche, Ann-Ellen Hornidge and Michael Gardener. It is led by the ‘very thoughtful and knowledgeable’ William Kannel; Ian Hammel is recognized for being ‘excellent on sensitive arrangements’.

Combining highly acclaimed bankruptcy and public finance practices, Sidley Austin LLP acts on major municipal debt restructurings and bankruptcies, representing bondholders, bond insurers, bond trustees and other stakeholders. On the public finance side, San Francisco-based Eric Tashman is the name to note. The bankruptcy team includes Los Angeles-based Jeffrey Bjork and Gabe MacConaill, who are recommended along with Washington DC-based Guy Neal. The latter three represented National Public Finance Guarantee Corporation, an insurer of over $2bn of Detroit’s debt obligations, in connection with the city’s Chapter 9 proceedings. In other recent work, the team represented Assured Guaranty in relation to the bankruptcy proceedings of the cities of Stockton and San Bernardino.

Ballard Spahr LLP’s municipal recovery practice, which is led by William Rhodes, has won notable mandates in restructuring matters relating to Detroit, Jefferson County and Harrisburg. Current work includes representing an affiliate of a large European bank, which had purchased over $50m of pension obligation bonds issued by the City of San Bernardino, in a lawsuit; the client sought a declaration regarding the nature of the obligation evidenced by the bonds and their equitable treatment in relation to the pension funding obligations. Additionally, the practice regularly represents special services districts in dealing with defaulting developers or property owners and bondholders demanding payment. It is highly rated for its expertise in adjacent areas such as public sector labor, tax and government relations. Rhodes, Kevin Cunningham and Vincent Marriott (who heads the bankruptcy, reorganization and capital recovery group) are based in Philadelphia. Also recommended is Salt Lake City-based litigator Mark Gaylord. In Washington DC, special counsel Pauline Schneider retired in late 2015.

Dentons attracts praise for its recent successes in the municipal restructuring arena. Notably, Carole Neville, Claude Montgomery, both in New York, and Washington DC-based Sam Alberts represented the Official Committee of Retirees of the City of Detroit, which held more than half the city’s liabilities, in negotiating the elimination of more than $7bn of debt while maintaining most pension benefits and continued healthcare. San Francisco-based Mark Kaufman has an excellent reputation for representing fiscally challenged municipalities and other stakeholders in restructurings; for example, the governor-appointed receiver of the City of Harrisburg in its out-of-court restructuring.

Jenner & Block LLP significantly boosted its workout, bankruptcy and reorganization practice in 2015 by adding Cravath, Swaine & Moore LLP’s former head of restructuring, Richard Levin, to its New York office. While still at his previous firm, he advised the Detroit Institute of Arts on the city’s Chapter 9 filing, protecting the collection and the museum building from the city’s obligations to creditors. Other notable work includes advising the City of Gardena in negotiating a workout with banks, thereby avoiding a Chapter 9 filing.

McDermott Will & Emery LLP has a long track record acting in municipal bankruptcies and restructurings, and is currently advising stakeholders on the fiscal crises of Puerto Rico and the City of Chicago. In relation to the latter, the firm is advising various insurers of debt and counterparties in swap transactions. Key advisers are Chicago-based William Smith and Nathan Coco, both ‘outstanding attorneys’, and David Taub and Douglas Youngman in New York.

Reed Smith LLP is experienced in acting for indenture trustees and bond holders in litigation and restructurings, and represented UMB Bank as indenture trustee concerning the issuance of $270m of income tax revenue bonds by the Michigan Financial Authority and the City of Detroit in the exit financing under the city’s Chapter 9 plan of adjustment. Other clients include secured lenders, creditors’ committees, insurance companies and debtors. Eric Schaffer, who splits his time between Pittsburgh and New York, is the key name on the bankruptcy side; William Richter is a public finance expert.


Structured finance

Index of tables

  1. Structured finance
  2. Leading lawyers

Leading lawyers

  1. 1

Cadwalader, Wickersham & Taft LLP is ‘a recognized leader in the finance sector’, and fields ‘an elite group of lawyers’ who are noted for their expertise in securitization transactions, derivatives and structured products, and for their ‘outstanding’ knowledge of regulatory matters. An impressive list of clients includes Bank of America, BNP Paribas, Citibank, Deutsche Bank and Wells Fargo, together with managers and new participants implementing CLO-like transactions in innovative sectors. The practice continues to diversify beyond its CMBS roots, and is recognized also in the areas of CLOs, subscription credit facilities, ABSs and a range of more esoteric asset classes, including aircraft loans and leases, cell tower, company cash flows, insurance receivables, manufactured housing contracts and music royalties. The securitization practice is headed by New York-based Michael Gambro and Charlotte-based Stuart Goldstein, while the derivatives department is led by Richard Schetman and Steven Lofchie, who is ‘an expert on broker-dealer issues’. A team led by Neil Weidner in New York advised CPP Investment Board on the acquisition by its subsidiary, CPPIB Credit Investment, of GE Capital’s US sponsor lending portfolio, Antares Capital, for $12bn; in another highlight, the group acted for FirstKey Lending in the first multi-borrower single-family rental (SFR) securitization, totaling $241m. Equity derivatives expert Ray Shirazi, also based in New York, assisted Salix Pharmaceuticals with terminating and unwinding complex convertible call spread equity derivatives backing $1.04bn of convertible notes connected to its $15.6bn sale to Valeant. Lary Stromfeld and Ivan Loncar are considered ‘two of the best structured finance practitioners in the area’. The ‘equity derivatives and regulatory expert’ Jeffrey Robins is also recommended.

Cleary Gottlieb Steen & Hamilton LLP has ‘excellent business acumen and expertise in the industry’ and an ‘excellent reputation’ for a wide range of finance and securitization matters, including CLO transactions, agency mortgage securitizations, esoteric securitizations and asset-based lending operations, and fixed-income derivatives. The US structured finance, securitization and derivatives team, based in New York and Washington DC, provides the ‘collective wisdom, strength and integrated advice’ to clients that include issuers, underwriters, asset managers, industry associations and other market players. Last year saw the practice working on some of the most notable CLO and mortgage-backed securities transactions in the US. Mitchell Dupler, who focuses on corporate and financial matters in Washington, represented a group of underwriters, including Barclays and Citigroup, in Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions worth $231bn. ‘Expert in derivatives’ Seth Grosshandler and the ‘excellent and very much sought after’ Edward Rosen, both in New York, have recently been advising individual financial institutions and trade associations on regulatory legislation. Michael Dayan is considered an ‘authority in equity derivatives and equity transactions’; Michael Mazzuchi is a specialist in corporate and security matters, with a particular emphasis on domestic and international structured finance. Based in Washington, Joyce McCarty and Paul St Lawrence continued their work in relation to CLOs, which encompasses transactional and regulatory matters. Also active in the CLO space is Robin Bergen, who advised on 52 transactions valued at more than $27bn. Clients include Bank of America, Goldman Sachs and Verizon.

Mayer Brown’s ‘large and deep team impresses with its diverse and balanced practice’. The ‘vast and comprehensive’ practice covers a wide range of products, from mortgage-backed and insurance-linked securities to credit cards, marketplace loans and other, more esoteric receivables. The group is noted for its innovative approach and work on first-of-kind transactions, which attracts some of the largest securitization issuers, such as Honda and Macquarie. The practice is divided between New York, Chicago, Charlotte and Washington DC. In Chicago, Carol Hitselberger and Stuart Litwin led advice to the underwriters in the first-ever securitization of solar assets already financed in a tax equity partnership structure, and the ‘innovative and well-regardedJon Van Gorp acted for several funds to set up titling trusts to enable the acquisition and financing of seasoned mortgage loans and real estate owned (REO) properties. In New York, Stephen Rooney is noted for his knowledge of the insurance and structured finance market. The ‘very experiencedJason Kravitt in New York and Chicago-based Paul Forrester are also part of the ‘distinguished team’, as are the ‘deeply knowledgeableKeith Oberkfell, Christopher Brady (‘an expert in RMBS and CMBS’), Eric Reilly, who is also praised for his knowledge of commercial and residential mortgages, Amanda Baker, known for her expertise in auto ABS, and the ‘respectedAngela Ulum.

Morgan, Lewis & Bockius LLP’s derivatives-focused practice was enhanced in late 2014 by the arrival of the majority of the structured finance team from Bingham McCutchen, which added strong expertise in securitization. The diverse practice spans ABS, MBS and esoteric assets, and the group handles everything from transactions to regulatory advice to enforcement matters. ‘Reputed practitioner’ Reed Auerbach advised a loan management company on a complex new issuance of asset-backed securities involving a pool of private education student loans, which required several independent, simultaneous transactions. Steve Levitan is highly experience in dealing with ‘complex securitization transactions’. Headed by Thomas D’Ambrosio and Michael Philipp, the derivatives group advises on a wide range of complex equity, debt and currency instruments. Philipp acted for LedgerX in its registration process with the Commodity Futures Trading Commission (CFTC), which moves LedgerX a step closer towards becoming the first regulated exchange for bitcoin derivatives. The firm is well placed to advise on compliance with new regulations coming into force, and on dealing with the regulatory authorities, especially from its Washington DC office. Joshua Sterling acts for private and public funds and other investment vehicles; he is respected for his derivatives-related regulatory expertise.

Sidley Austin LLP has a longstanding presence in the financial products market and its lawyers are praised for having ‘the highest level of knowledge and efficiency’ and providing ‘thoughtful and steady advice’. It works for issuers and underwriters in securitizations across the full spectrum of asset classes, and provides advice on all highly structured products. The team is led by Myles Pollin in New York and Gary Stern in Chicago. Kevin Blauch is another key member of the team and has a good reputation for his work with issuers, underwriters and sellers of mortgage loans. Edward Fine is renowned for his expertise in securitizations in the real estate sector; Jonathan Nunes has advised clients such as Deutsche Bank, JPMorgan and Morgan Stanley; San Francisco-based Dale Lum acted for CarMax Auto Owner Trust on five public offerings of auto loan backed notes totaling $5bn. Other key names include ‘expert in OTC derivativesEllen Pesch, and senior counsel Renwick Martin, who is ‘knowledgeable in securitization matters’.

A ‘powerhouse in the financial services industry’, Davis Polk & Wardwell LLP offers ‘deep market knowledge of the sector, pragmatic solutions to complex tasks, appropriate advice, and transactional and regulatory expertise’. Clients appreciate the interdisciplinary approach, which combines expertise in corporate and tax matters, investment management and litigation, and it is a ‘go-to’ firm for numerous premier financial institutions seeking advice on structured notes programs, both registered and unregistered. Heads of the practice Christopher Schell and Warren Motley led advice to Morgan Stanley on nearly 486 structured products offerings, with a combined value of $2.5bn, consisting of notes linked to a variety of assets. An expert in the development of innovative products, Ray Ibrahim acted for Credit Suisse on 701 structured products offerings, with an aggregate value of $4.5bn; these included SEC-registered notes issued by Credit Suisse AG’s Nassau and London branches linked to commodities, currencies, equities and other assets. John Brandow and John Crowley led advice to JPMorgan on 463 structured products offerings valued at $2.15bn, involving notes issued by JPMorgan Chase & Co and notes and certificates of deposit issued by JPMorgan Chase Bank. Washington DC-based Susan Ervin brings experience in CFTC and SEC regulatory matters to the practice. The impressive list of clients includes Citigroup, Natixis and Société Générale, among others. All lawyers mentioned are based in New York except where otherwise stated.

Dechert LLP’s structured finance group is noted for ‘its great finance service, industry resourcefulness and up-to-date knowledge’. The 48-lawyer team has been active advising issuers and underwriters on transactional and regulatory matters relating to ABS, CLOs and CMBS, and helping clients develop structures aimed at complying with the final US risk retention rule (‘Final Rule’), including the innovative C-MOA structure. It has also been at the forefront of advising on SFR securitization. Charlotte-based head of practice John Timperio and Cinthia Williams in Boston headed the advice to Deutsche Bank, Credit Suisse and Citibank, as lenders, on the financing provided for the acquisition of the Antares business platform from GE, by CPP Investment Board. Richard Jones led the group acting for Progress Residential, as issuer, in relation to its SFR program. Also based in New York, Jodi Schwimmer and Laura Swihart are praised for their expertise in the CMBS arena. The ‘highly responsiveMalcolm Dorris is known for his work in ABS for underwriter clients. Stewart McQueen is noted for his expertise in securitizations. Freddie Mac, Cerberus and Wells Fargo are among the firm’s other clients.

In addition to ‘excellent knowledge of the sector’, Latham & Watkins LLP’s structured finance lawyers provide ‘remarkable commitment, responsiveness to clients’ needs and teamwork’. The group operates out of New York, Los Angeles and Chicago, and is led by the ‘highly praised and knowledgeable’ global co-chair, Kevin Fingeret. It acts across the whole gamut of securitization and structured finance, including the securitization of rental car fleets, cell tower assets and aircraft; it also has a ‘top-class’ CLO practice and its adept at innovative and first-of-a-kind deals. Fingeret and Graeme Smyth acted for American Airlines in its public offering of Series 2015-2 enhanced equipment trust certificates (EETCs) worth $1.06bn. The team acts for US and European asset managers. The ‘highly endorsed’ Vicki Marmorstein, based in Los Angeles, focuses mainly on CLOs, and led advice to Black Diamond as collateral manager in a European CLO transaction with an aggregate value of €427m. Also in Los Angeles, Dominic Yoong acted for Carlyle GMS Investment Management, as collateral manager, and Carlyle GMS Finance Inc, as originator, in relation to an offering of notes by a subsidiary of the latter worth $390m. Chicago-based Ellen Marks is also recommended.

The ‘always available team’ at Morrison & Foerster LLP continues to be at the forefront of the development of new financial products and counts among its clients an impressive number of financial institutions. In addition to product development, it regularly advises on transactions and regulatory matters. Areas of activity include registered and exempt products, retail-oriented products and bespoke institutional financial products. Relying on the firm’s extensive tax expertise, the team is well placed to provide product structuring, regulatory and transactional advice in the US, Europe and Asia. On the derivatives side, David Kaufman, Julian Hammar and Robert Fleishman continued their collaboration with clients working in physical commodities to develop one-off, commodity-linked structured products such as first lien and letter of credit-backed commodity hedging facilities, commodity-linked loan structures and long-term commodity supply. Anna Pinedo was part of the team advising Artivest Advisors on the SEC-registration of shares of beneficial interest in Managed Emerging Markets Trust, a commodity pool sponsored by the client. In the structured products field, the team has been advising issuers and underwriters in connection with the SEC’s latest ‘sweep letter’ on exchange-traded notes. An outstanding roster of clients includes Bank of America, BNP Paribas, Goldman Sachs and Nomura Securities.

Under the ‘savvy direction’ of Donna Parisi, Shearman & Sterling LLP’s structured finance team has earned a reputation for ‘deep knowledge of the sector and responsiveness to clients’ needs’. The 14-strong practice (including six partners) provides ‘sophisticated and broad derivatives advice’ to US and non-US financial bodies, especially in relation to Dodd-Frank and EMIR and the implications these have for business transactions. The spectrum of work includes major foreign exchange hedging transactions, deal-contingent swaps linked to M&A, committed repos, call spreads, accelerated share repurchase and margin lending, among other things. It acts for Intercontinental Exchange and its subsidiaries in the development of their swaps and futures clearinghouses and trading facilities and related business; Geoffrey Goldman leads on that. Credit Suisse, Deutsche Bank and Morgan Stanley are among its other clients.

Skadden, Arps, Slate, Meagher & Flom LLP’s structured finance group is headed by Richard Kadlick, who has built a notable reputation in the ABS and MBS fields. The group provides experience in derivatives, securitization, structured products and other complex transactions relating to financial instruments. Last year saw the firm advising Coca-Cola on an €8.5bn multi-tranche notes issuance, reported as the largest issuance of euro-denominated bonds by a US corporation; Dwight Yoo led the advice; Gregory Fernicola acted for Citigroup in a series of offerings connected to non-cumulative preferred stock, with an aggregate value of $6.25bn. James Stringfellow is a key member of the team and is praised for his structured finance knowledge; Andrew Faulkner has vast expertise acting for participants in ABS transactions. Other members of the team include Stacy Kanter and Andrea Nicolás. All lawyers mentioned are based in New York.

Based in New York, Weil, Gotshal & Manges LLP’s structured finance team provides ‘strong securitization expertise as well as structured finance market knowledge, and understanding of clients’ needs’. Frank Nocco leads the team, which comprises six partners. It serves a large list of issuers, collateral managers and underwriters, advising on securitization and derivatives. The practice has been engaged in some of the most notable restructurings in the market and has a ‘solid reputation’ for its approach to developing ‘innovative, ground-breaking and cutting-edge’ structures. Under Nocco’s leadership, the team acted for Citigroup as initial purchaser in a series of bond offerings backed by personal consumer loans, with a global value nearing $2.28bn. Robert Chiperfield advised Apollo Global Management’s affiliates, in their capacities as collateral manager and agent, on the structuring and offering of the $1.02bn ALM XVI (an off-shore vehicle) CLO, and two related offerings of $429.5m and $786m respectively. An ‘expert in auto loan securitization’, Jason Smith led advice to Hertz and its subsidiary Hertz Vehicle Financing II (its securitization vehicle to finance its US rental car fleet) on the issuance of asset-backed notes worth $780m and $636m. Recently promoted to partnership, Ariel Kronman has significant derivatives experience, including in credit derivatives, forex and interest swaps, forwards and options.

Clifford Chance’s team, based in New York, is noted for its ‘high industry knowledge, strength-in-depth and the responsiveness of its lawyers’. The practice covers securitization, structured products and derivatives, including transactional and regulatory matters, and the firm’s international platform enables it to advise in relation to EU and US regulations. The group is headed by Steven Kolyer and Robert Villani. Kolyer advised Providence Equity as sponsor/portfolio manager on several CLO mandates, which required the implementation of a ‘tax blocker’ to deal with Volcker and risk retention regulations. Villani acted for Credit Suisse Asset Management on the formation of Atrium XII, a managed cash flow CLO with a value of $818m, and on a number of other CLOs, including Madison Park Funding XVIII, with a value of $719m. Robert Gross and William Cejudo, both from Bingham McCutchen, have enhanced the firm’s capabilities in the RMBS market and the tax aspects of structured finance.

Under the leadership of Erik Klingenberg, ‘a specialist in structured finance, including commercial and residential mortgage-backed securities’, and Stephen Kudenholdt, ‘an outstanding name in the mortgage arena’, Dentons provides ‘vast experience and deep knowledge’ in securitization and structured finance matters. Recognized for its expertise in the real estate market, it is at forefront of SFR securitization. Clients include banks and other financial institutions active in the financing, purchase and securitization of financial assets. Klingenberg, John Kim, Todd Anderson and senior associate Mansi Desai acted for Wells Fargo, Credit Suisse, Citigroup and Deutsche Bank (as underwriters and structuring agents) in the first ever securitization of SFR-backed mortgage loans, with an aggregate value of $229m. The team also advised Goldman Sachs, JPMorgan and Wells Fargo on a significant loan relating to an SFR securitization worth $552m. It was also instructed by a global bank on the whole-business securitization of a major fast-food retailer, in a matter worth more than $2bn. Other major clients include Barclays, Fortress Investment Group and Bank of America. John Kim and Matthew Yoon are also noted.

The New York-based team at Freshfields Bruckhaus Deringer LLP covers all areas of structure finance, including, among other things, securitization, complex debt instruments, derivatives, structured repos and tax-related structured products. It benefits from the firm’s international network and cooperates closely with its counterparts in Europe and Asia. The 17-lawyer team, which is ‘superb and able to balance complex instructions and clients’ aims’, is headed by the ‘respectedBrian Rance. Rance oversees a wide variety of securitization and derivatives transactions, including CLO work for Citigroup. Dual qualified in the UK and US, Jerome Ranawake is praised for his ‘commercial negotiating style’; he handles multiple structured financings and brokerage transactions for UBS. Senior associate Ryan Suda is noted for his expertise in the CLO market, where he advises major banks. Other clients include Inter-American Development Bank, Deutsche Bank, Barclays and Credit Suisse.

Led out of New York by Robert McLaughlin and David Mitchell, Fried, Frank, Harris, Shriver & Jacobson LLP’s team advises on the full gamut of OTC and cleared derivatives and structured products, including equity derivatives, commodity derivatives, CLOs, CDOs and esoteric risk assets. In the derivatives market, it has been busy advising clients on the implications of Dodd-Frank. Mitchell provides ‘sophisticated, regulatory advice’ to several high-profile corporations in relation to compliance matters connected to existing and proposed CFTC and SEC rules. McLaughlin is an ‘expert in the derivatives market’ and is considered ‘an authority’ in derivatives and risk management. Recently promoted partner William Breslin, located in Washington DC, has vast experience advising a variety of clients, including hedge fund managers, private equity managers, commodity pool operators and futures merchants, on regulatory and transactional matters. The firm’s roster of clients includes Bank of America, BlueCrest, Capital One and Morgan Stanley.

Katten Muchin Rosenman LLP is well regarded for its structured finance and securitization advice, especially in relation to RMBS, auto and equipment. Its team acts as counsel to major issuers, including the likes of Fannie Mae, Ford Motor Credit and GM Financial. The group is led by Washington DC-based Ann-Liza Harris and New York-based Howard Schickler. Harris has made a name for herself in real estate-related structured finance, and Schickler is noted in the areas private equity and structured finance. John Keiserman leads advice to GM Financial in all its domestic securitization and the establishment of related financing programs, and also in its securitizations of non-US collateral. The team also acted for Santander Consumer in the development of - and ongoing matters relating to - its lending platform. A group led by the ‘vastly experiencedChris DiAngelo acted for Fannie Mae on its sale of nearly 3,000 non-performing loans to Bank of America for $762m. Joseph Topolski brings experience in auto loan securitization and leads to Ford Motor Credit in all its securitization transactions and non-US transactions offered in the US. Stephen Esko, Jonathan Goldstein, Stewart Herman and Stanford Renas are all noted for their expertise.

The asset finance and securitization team at Kirkland & Ellis LLP, which comprises five partners across New York and Chicago, provides ‘pragmatic advice and understands business needs’. From Chicago, Jeffrey O’Connor acted for a global institution dealing in securities in a transaction involving the Rule 144A sale of asset-backed notes with a total value of $500m. Also in Chicago, Kenneth Morrison, who regularly works on auto-based securitization matters, led advice to Värde Partners on the formation of an investment partnership with Praxis Finance for the purchase of auto finance receivables. Based in New York, Scott Gordon continued to advise Wyndham Worldwide on timeshare loan receivables under its Sierra program worth $950m. Also in New York, Janette McMahan headed a team advising Ally Financial on its first public non-prime transaction in 2015, with a value of $1.25bn, and in three subsequent non-prime public auto deals with an aggregate value of $2bn. An impressive list of clients also includes World Omni, Navistar, CarMax Business and Barclays Capital.

New York-based Orrick, Herrington & Sutcliffe LLP acts for issuers and underwriters in all aspects of traditional assets, including RMBS, CMBS and credit card receivables, and is also at the forefront of a variety of esoteric asset classes. The practice has been involved in more than 450 financings, with an aggregate value of more than $275bn. ‘Prominent practitioner in the structured finance arena’ Al Sawyers leads the practice; he is recognized for his role advising major market players and, in particular, for his advice on the drafting of documentation in relation to Tender Option Bond programs. Janet Barbiere is a leading figure in the CMBS area in the US and advises a range of issuers, underwriters, originators, loan sellers and investors. William Cullen acts for some of the most visible actors in the market in relation to CMBS platforms, including Citigroup, Morgan Stanley and Ladder Capital. Howard Altarescu and Leah Sanzari led a team advising a high-profile financial institution in a landmark risk-sharing transaction involving the sale of residential mortgage loans and the creation of a SPV, with an overall value of around $82m. Katharine Crost is very experienced in the securitization mortgages, tax liens and students loans, among other assets. Alan Knoll advised Barclays Bank Delaware on its entry into the credit card securitization market; it also advised a well-known credit corporation on the implementation of its whole-loan purchase and sale program in the US. CLO ‘expert’ Joshua Raff and Marty Howard are recommended.

Schulte Roth & Zabel LLPexhibits an exceptional level of service in the structured finance space’ and ‘is consistently at the forefront of the industry in terms of understanding rules changes’. In particular, ‘its regulatory advice relating to the changes introduced by Dodd-Frank and Volcker, and the implementation of risk-retention regulation, is simply top-notch’. Paul Watterson provides ‘pragmatic and good analytical skills’ and has a ‘thorough knowledge of the market’; Craig Stein has made a name thanks to his expertise in securitization and derivatives markets; and Boris Ziser, previously head of the securities department at Stroock & Stroock & Lavan LLP, has more than 20 year’ experience across the whole variety of asset classes and focuses on asset-backed securitization, secured financings and commercial paper conduits. Watterson, Stein and Ziser head the team. Last year saw the group acting for a high-profile investment management corporation in several CLOs with an overall value of $1.73bn. It has also been advising multiple hedge funds, including Elliott Management Corporation, GoldenTree and Columbus Hill, on the preparation and negotiations of several dealers’ OTC clearing documentation. Joseph Suh and Daniel Oshinsky are also part of the team.

Having incorporated 30 new finance attorneys into its practice in 2015, Winston & Strawn LLP is becoming ‘a force to be reckoned with’. The group is spread throughout the firm’s New York, Chicago and Los Angeles offices. As appetites for structured products have evolved, the team’s focus has shifted increasingly towards esoteric, non-commoditized asset classes, and it is highly visible in areas such as energy, aircraft and transportation, equipment leasing and life settlements. The team is headed by Chicago-based David Galainena and New York-based Jeffrey Stern, both recent recruits from Pillsbury Winthrop Shaw Pittman, LLP. Also noted are Ron Jacobson, Pat Hardiman and Michael Mullins in Chicago, and Daniel Passage and Warren Loui in Los Angeles. Highlights included acting for RAIT Partnership in four concluded commercial real estate CLOs, and advising Doral Bank as issuer on the securitization of performing residential mortgage loans secured by Puerto Rican properties. Other clients include American Capital, Citibank, Credit Suisse and Macquarie Investments.

Allen & Overy LLP’s team is ‘particularly strong in the derivatives arena and provides outstanding regulatory advice’, although the New York-based team also advises on securitizations and structured products. Its international network and cross-border experience is ably paired with US market knowledge. Head of the team, John Hwang, is praised for his knowledge of traditional as well as esoteric assets and for his ‘client service skills and ability to transmit complex information in simple words’. In a recent highlight, Hwang acted for Canadian Imperial Bank of Commerce in its credit card securitization program worth $450m. Working closely with the firm’s offices in London, Istanbul and Paris, the team advised Turkish Airlines on its first EETC offering, worth $328m. Other important clients include Toyota Motor Credit Corporation, Bank of Nova Scotia and Royal Bank of Canada. David Lucking advises financial institutions on a variety of derivatives and asset classes. Deborah North excels in OTC derivatives and synthetic products and is well versed in the implications of the international regulatory framework on the derivatives space. Based in New York, William Gray is involved in the creation of complex financial instruments and structuring financing techniques and also has vast experience in municipal derivatives products.

With a diverse and broad client base, and a ‘prominent history working in the structured finance and securitization areas’, Hunton & Williams LLP serves large investment banks, commercial banks and government and private issuers. It is active advising on RMBS and other transactions involving performing and non-performing loans, and is involved in developing new products relating to, among other things, SFRs, tax liens, and energy and utility financing. Last year saw Eric Burner advising issuers and underwriters in over 50 mortgage-backed securitizations, with an aggregate value of well over $15bn. Brent Lewis and co-head of the group Tom Hiner have led advice to Credit Suisse, Barclays, Merrill Lynch and others, as the dealers, on each of Freddie Mac’s Structured Agency Credit Risk (STACR) transactions since its first issuance in 2013, with an overall value of $6.57bn. Amy Williams acted for Ginnie Mae in relation to 111 multi-class securities transactions, comprising $41bn in government guaranteed REMIC securities. Williams and Steven Becker advised clients in relation to several warehouse financing transactions, including more than 60 closed deals with an aggregate value of $13.7bn. Charlotte-based co-head of the practice, Michael Nedzbada, led the team advising Ocwen Loan Servicing on its sale of Fannie Mae and Freddie Mac mortgage servicing rights to several purchasers; the unpaid principal credit was over $90bn. Kevin Buckley in Richmond is known for his work in warehouse financing.

Kramer Levin Naftalis & Frankel LLP has a niche advising clients on securitizing esoteric assets, such as timeshare loans, solar panel contracts, tobacco settlements, and copyrights, trademarks and patents. The head of the derivatives department, the ‘diligent and exceptional’ Fabien Carruzzo, is vastly experienced representing financial institutions, hedge funds, investment managers and other market participants in relation to derivatives and structured products. Carruzzo recently led the advice to a global corporation on the structuring and negotiation of a bespoke put option enabling the client to exit a hedge fund investment at a relatively short notice subject to the occurrence of prescribed events. The securitization department is headed by Gilbert Liu and Laurence Pettit; Liu leads advice on timeshare loan securitizations, while Pettit is recognized for his work in energy securitizations and, in particular, property assessed clean energy (PACE) financing. The team advised a leading global insurance and financial services provider in several securitization transactions relating to energy efficient projects worth several million dollars; it also acted for 400 Capital Management and its affiliates in relation to the issuance by HERO Funding Trust of $129m of fixed-rate class A notes under Rule 144A.

Led out of New York, the team at Paul, Weiss, Rifkind, Wharton & Garrison LLP has carved out a niche in relation to intellectual property, media and entertainment, and food and restaurant securitizations, where it advises issuers and underwriters. Head of the securitization practice Jordan Yarett and Robert Zochowski acted for Guggenheim, as initial purchaser, in Dunkin’ Brands’ $2.6bn business securitization of its Dunkin’ Donuts and Baskin-Robbins chains. Yarett, Zochowski and Lawrence Wee advised Dick Clark Productions on the issuance of $340m of notes by a newly formed subsidiary, backed by revenues from the future production of five live television programs. Other clients include AIG, Citigroup, Grain Management and The Wendy’s Company.

Headed from New York by ‘creative and respected practitioner’ Laura Palma, Simpson Thacher & Bartlett LLP’s compact structured finance practice ‘punches above its weight’. It assists issuers, structuring advisers and underwriters in a wide range of matters across the securitization and structured product area, including with the development of innovative products and structures. Palma is praised for her work in esoteric assets, such as cell tower rentals and time share loans, and also complex equipment-backed products involving airplanes and rental truck fleets. The group acted for GTP Acquisition Partners and others in the $875m offering of American Tower secured revenue notes; and advised the initial purchasers in connection with several Rule 144A offerings of asset-backed notes by Enterprise Fleet Financing, with a total value of $484m. In another highlight, the team advised several Vertical Bridge Holdings SPVs, as borrowers and asset entities, on $200m of debt financing arranged by Guggenheim Securities for the purchase of tower sites. The derivatives practice is headed by Joyce Xu, an experienced practitioner advising financial institutions, hedge funds and private equity funds on currency and derivative matters; her expertise in regulatory issues is also appreciated by clients.

Marvin Goldstein leads New York-based Stroock & Stroock & Lavan LLP’s practice, which represents banks and other financial bodies, private equity and hedge funds, and domestic and international corporations in complex financing. It works on innovative and esoteric products such as structured settlements, tax liens, student loans, cell towers, timeshare loans and film receivables, and is adept in financial derivatives as well as physical commodity derivatives, an area in which the firm has a strong position advising on the implications of Dodd-Frank. Highlights saw the group advising Castleton Commodities International and its subsidiaries on two committed facilities with an aggregate value of $3.75bn; the facilities included a syndicated secured credit of $2bn, a committed accordion worth $1.5bn for CCI’s acquisition of Morgan Stanley Oil Merchanting business, and a syndicated unsecured credit of $250m committed with Citibank as the administrative agent. Mark Rae acted for a leading commodities trader in refinancing a syndicated secured credit facility with two global banks in a matter worth $1.3bn. Richard Fried is noted for his work on student loan securitization. Former head of securitization Boris Ziser went to Schulte Roth & Zabel LLP. Bank of America, Goldman Sachs, NRG Energy and JPMorgan are among its other clients.

Ashurst LLP is in the process of rebuilding its practice following the departure of several team members to Paul Hastings LLP. The practice is known for its ‘strong knowledge of OTC derivatives, securitization, and regulatory and US municipal matters’, and advises issuers, underwriters, investment managers and other market participants. Other areas of focus include repackaging programs and investment restructuring. The firm’s deep expertise is enhanced by its ‘extensive multi-jurisdictional experience’. CLO expert and former managing director at UBS Securities Eric Bothwell joined the team. Patrick Quill is experienced assisting financial institutions.

DLA Piper LLP (US) has had a strong year advising high-profile clients in relation to CLOs and insurance-related structure finance as well as asset-backed commercial paper programs. The practice is praised for its thought leadership in securitizing esoteric asset classes, including tobacco settlements, and residential and commercial solar assets. The department is headed by Richard Reilly in New York and Ronald Borod in Boston, who is known for his work in relation to tobacco settlements and renewables. Reilly led advice to Goldman Sachs as primary deal counsel to Northwoods Capital in three related CLOs to be managed by Angelo, Gordon & Co. David Luce represented a global institution as initial purchaser in several catastrophe bond transactions, with an aggregate value above $19bn. Other clients include Swiss Re, GC Securities, UBS and Fannie Mae.

Jones Day provides comprehensive transactional and regulatory advice to its clients, which includes banks, hedge funds managers, investment advisers, insurance companies, mutual funds and other market participants. The practice is celebrated for ‘its capacity to anticipate clientsneeds’ and provides ‘value for money’; it has been involved in some of the largest and most complex derivatives transactions representing major financial clients and has also handled complex litigation. In an ongoing matter, it is providing Overstock.com with securities regulatory and market structuring advice related to its blockchain trading platform business. It is also representing Deutsche Bank in an antitrust class action initiated by an Ohio union pension plan relating to putative interference with credit default swaps exchange trading. Mark Sisitsky leads the 30-strong team from New York. Joel Telpner, Jonathan Ching and Washington DC-based Tracy Oley are all actively involved in the practice.

Milbank, Tweed, Hadley & McCloy LLP provides ‘excellent and high-quality services’ to placement agents and managers in relation to CLOs and other structured finance matters. Under Deborah Festa’s leadership, the team acted for KKR Credit Advisors (US) and KKR Credit Advisors (Ireland), as collateral manager and investor, in the structuring of all of KKR’s US and European CLO transactions, the combined value of which was $1.8bn for the US deals and €1.7bn for the European deals. New York-based Jay Grushkin led the team advising Natixis Securities and other affiliates as arranger and placement agent, and also the co-issuers, in the structuring and issuance of several CLOs with an overall value of $1.37bn; it also drafted all documentation needed for the transactions. The team is led out of New York by Albert Pisa. John Williams brings vast knowledge in regulatory matters.

A new entrant in the rankings, Bracewell LLP advises on a variety of complex financial and physical gas, oil, power and other derivatives. The team acted for commercial suppliers and wholesale distributors of petroleum and energy products, as borrowers, in a $400m credit line for the sale and purchase of receivables. It also advised Capital Dynamics on three long-term secured hedges used to finance three wind generation facilities. Houston-based Alan Rafte leads the team.

Kaye Scholer LLP’s structure finance team is ‘fabulous and well known’. Operating mainly out of New York and Chicago, the 36-lawyer group, which includes 11 partners, is led by Henry Morriello, and counts large financial and banking institutions among its clients. It advises issuers, collateral managers and trustees on securitizations and structured products, including CMBS, RMBS, derivatives, CLOs and esoteric products. Morriello led advice to a leading global financial group on warehouse financing of loans made by an American financing provider secured by SFR properties, with a combined value nearing $450m; the team has carved out a niche in this area. In another highlight, the team acted for a multinational bank, as a lender, in relation to the $1.1bn restructuring of a multi-tranche revolving film finance facility collateralized by numerous major films. Daniel Hartnett is recommended for his expertise in securitizations in the real estate area.

King & Spalding LLP has an active securitization practice, especially in relation to billboards and outdoor advertising assets, cell towers and handsets, and whole-business securitizations. In a work highlight, it acted for a well-known banking institution as initial purchasers in the issuance of securitized notes with an aggregate value above $800m. Michael Urschel is the name to note. Clients include GSO Capital Partners and Land South Realty.

Seward & Kissel LLP’s team advises banks and other financial institutions in all manner of structured finance matters, including ABS, RMBS, CMBS, CLOs and related litigation, restructuring, workouts and insolvency. The firm has a longstanding strategic alliance with London-based Simmons & Simmons, allowing the group to serve clients across borders in the structured finance space. It is also involved in developing innovative products and structures designed to comply with a changing, more stringent legislative environment, and is assisting with Structured Finance Industry Group’s RMBS 3.0 initiative, which seeks to reinvigorate the ‘private label’ RMBS market. Other work included advice led by practice head Kalyan Das, Jeff Berman and Steven Starr to a leading Japanese bank, as a lender, on a structured finance transaction connected to unfunded capital commitments in a private equity fund.

Sullivan & Worcester LLP has a long track record advising credit and liquidity enhancers, issuers, purchasers and other market participants in securitization matters. The team acted for an administrative agent and bank purchaser in relation to a $200m purchase facility for revolving pool of trade receivables. It also serves as counsel to a global bank as the administrative agent and lender in connection with a securitization facility for credit card receivables worth $300m. Alexander Notopoulos, George Lindsay and Duncan O’Brien are the key names.

White & Case LLP’s New York-based group serves major financial institutions, investment funds, hedge funds, public companies and asset managers on matters such as the securitization of esoteric assets, CLOs and related regulatory matters. Head of the practice David Thatch led advice to Guggenheim Securities on structuring a trust and a subsequent senior secured note issuance worth $2.27bn. The ‘commercially savvy’ Charles Pesant and the ‘experiencedJohn Donovan advised Element Financial Corporation on its purchase of General Electric’s vehicle fleet management business for CAD8.6bn. Other clients include Bank of America and Deutsche Bank.


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Summer 2015

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  • Enforcement of Arbitration Awards in Cyprus – recent developments

    The global financial crisis of 2008 has generated a substantive amount of financial disputes between multinational and international entities. A much favoured method of resolving such disputes is through Arbitration proceedings. The merits of Arbitration are not going to be explored in this article. Suffice it to mention that cost, speed and privacy are the main reasons why parties opt for arbitration as a preferable mode of dispute resolution.
  • TRANSACTION TYPES AND APPROVAL PROCEDURE

    This article provides general overview about transaction types and their approval procedure. As a result, the Company has to determine the transaction types and applicable statutory requirements in regard to its conclusion.
  • Court Holds Royalties for Foreign-Registered Patents are Not Subject to Withholding Tax in Korea

    Court adhered to the existing position on the determination of royalty payment
  • New tax measures announced

    The Luxembourg Government presented on 29 February 2016 a new set of tax measures to be implemented by 2017, known as the 2017 tax reform package. The new measures concern both corporate and individual taxation, with a particular focus on social justice and international competitiveness. The amendments may be summarised as follows:
  • UCITS V level 2 measures published in the Official Journal of the EU

    On 24 March 2016, the European Commission Delegated Regulation EU 2016/438 supplementing the UCITS V Directive with regard to obligations of depositaries was published in the Official Journal of the European Union. The Delegated Regulation will apply from 13 October 2016.
  • ESMA publishes discussion paper on UCITS share classes

    ​On 6 April 2016 ESMA published a second discussion paper on UCITS share classes. The discussion paper builds on the feedback received in relation to ESMA’s first discussion paper on this issue which was published in December 2014. In analysing the responses to the first discussion paper, ESMA has identified diverging national practices as to the types of share class that are permitted, ranging from very simple to much more sophisticated share classes. ESMA is now seeking stakeholders’ views on common principles which could form the basis for a regulatory framework that all UCITS share classes should comply with. These common principles are as follows:
  • Level 2 measures for UCITS V: an overview

    ​On 24 March 2016, the European Commission Delegated Regulation EU 2016/438 (the “Delegated Regulation”) supplementing the UCITS V Directive with regard to obligations of depositaries was published in the Official Journal of the European Union. The long-awaited so-called level 2 measures for Directive 2014/91/EU of 23 July 2014 as regards depositary functions, remuneration policies and sanctions (“Directive UCITS V”) provide for the following:
  • Rejection of a candidate because of his age - Tribunal finds direct discrimination

    In a recent judgment of the Labour Tribunal of Ghent, division Roeselare of 2 May 2016, the court found that rejecting a candidate because of his age constitutes direct discrimination.
  • Adoption of the EU General Data Protection Regulation

    ​After more than 4 years of negotiation and roughly 4,000 amendments, the General Data Protection Regulation has finally been adopted yesterday by the European Parliament.
  • Luxembourg implements UCITS V

    ​Today, the Luxembourg Parliament (Chambre des Députés) adopted bill of law no. 6845 implementing Directive 2014/91/EU of 23 July 2014 on UCITS as regards depositary functions, remuneration policies and sanctions (“UCITS V Directive”) by way of amending the Luxembourg law of 17 December 2010 on undertakings for collective investment (the “UCI Law”).

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