United States > Finance
Overview
Aviation finance and finance in general has had a difficult few years with restrictions on access to capital markets making life especially difficult for leasing companies and private equity investors. The disappearance of insurance companies from the lending markets also led to a virtual closure of the securitization market for aircraft lease portfolios, previously a common source of capital raising. However, clients have been able to look elsewhere for capital and, for example, capital market secured debt-related transactions have featured strongly in recent years. Several airlines have issued high-yield notes secured by certain novel assets such as international flight paths and slots, while credit agency financings have been particularly popular due to high interest rates imposed by the banks.
In early 2010, several markets began to open up again as liquidity returned; hedge fund players started to enter the market and push for portfolio exchange transactions with some law firms also witnessing the return of lease portfolio securitization mandates. High-yield investors started to come back, with an increase in private leasing transactions where new entrant leasing companies were backed by private equity entities. The Enhanced Equipment Trust Certificate (EETC) and bank markets also showed signs of recovery.
New laws and regulations are expected to bring more challenges for the market. Notably, the signing into law of The Dodd-Frank Wall Street Reform and Consumer Protection Act will change the existing structure by attempting to streamline the regulatory process and improve transparency and accountability in the financial system. The Federal Communications Commission also appears to have gone further than before in considering if it will mandate additional discovery for the private market under Rule 144A, a move that would make transactions more complex and expensive. Also, in 2010 the Securities and Exchange Commission proposed rules that would significantly alter existing Regulation AB, which governs registration, disclosure and reporting for asset-backed securities as well as other regulations relating to structured finance products.
The bank lending and leveraged finance sector saw a return of new money in 2010, but clients remain relatively cautious. While loans are being made and many organizations have returned to the market, these loans are on more restrictive terms than previously. Mergers and acquisitions are back in the ascendancy, as is the high-yield market. Among borrowers, private equity firms are returning to the market and notable dividend re-caps have been carried-out by several firms in the market; refinancing was a further area of growth over 2010. Many individuals state that the increase in market activity became more pronounced towards the end of the year, and this trend became more pronounced after Labor Day, when much of the pent-up bank lending market really began to gain a momentum. Although these signs augur well for the future, caution and uncertainty are still prevalent in the market.
2010 was a highly significant year in the capital markets space, both in terms of debt and equity offerings. Overall, there was an increase in work following the relatively quiet 2008-9 period, but not as great as initially expected, particularly with regard to the equity markets. With interest rates exceedingly low, the ‘white hot’ debt markets were saturated with short-term securities transactions, and also led to companies seeking to refinance term loans before their bonds mature. In turn, low coupons for investment-grade debt work made high-yield debt offerings increasingly popular, causing a flood of work in the arena which is set to continue. Private equity sponsors continued to utilize the high-yield market to exit their investments and monetize their companies, and also fuelled the return of leveraged buyout transactions, which had been put on hold during the credit crunch years. Furthermore, innovative high-yield debt deals were done to finance projects that faced a lack of available financing in other areas, contributing to the emergence of a secure high-yield debt market.
The depressed US domestic IPO market continued at a slow pace throughout early 2010. While some IPOs were successfully completed in brief windows of opportunity and in favorable conditions, many were shelved indefinitely. For private equity companies struggling to achieve the desired interest in IPOs, leveraged recapitalisations became popular as an alternative. Elsewhere, the European high-yield debt market boomed, while equity work in the Asia Pacific region, particularly for issuer clients, remained robust. The Latin American capital markets continued to attract much interest in both debt and equity transactions, with US firms advising a host of global corporates and financial institutions.
In spite of the still relatively parlous state of the economy, there have been much fewer Chapter 11 bankruptcies in 2010 than was expected. Troubled corporates have been able to meet funding and refinancing hurdles by being able to tap into the high-yield bond market. There has been a ready demand for these junk bonds amongst hedge funds and distressed investors who, deterred by low interest rates, have been “champing at the bit” to deploy these institutional funds. Another reason behind the relative paucity of formal insolvencies has been the willingness of banks to extend the terms on debt for companies – so called extend-and-pretend. While this has had some impact on the activity of the restructuring lawyers in the market, there are still plenty of large ongoing restructurings to keep teams of lawyers very busy – Lehman Brothers, Lyondell Chemical, as well as several new large 2010 mandates including the likes of General Growth Properties.
Debtor-side mandates attract the most attention and the big-ticket Chapter 11 cases are typically the preserve of large full-service firms, who have the critical mass, ability to tap into other complementary practice areas and international offices – given the often cross-border nature of most significant corporate meltdowns. The sophistication and complexity of bankruptcy work also means there are that specialize in distressed M&A work and debt trading. While firms will often specialise in a particular role, whether it be for the bondholders or the corporates, restructuring practices are a lot less rigid than they used to be, therefore in reality firms will often handle a mix of work on the creditor and debtor side. Many of the high-ranking practices have a strong New York presence, a function of the proximity to the highly respected New York and Delaware commercial courts which handle most major bankruptcies and the closeness to the financiers and banks. Other critical geographic hotspots include the Midwest, which has generated industrial instructions for decades and the West Coast, in particular for tech-related restructurings and those requiring significant input from Asian offices.
Financial services: regulatory is a new section to reflect the increased level of scrutiny within the financial services industry; the ranking covers the gamut of activity within the sector across the transactional, compliance and litigation/enforcement spheres. While as a regulated industry, the financial services sector has always had a degree of scrutiny placed upon it, this was increased manifold in the aftermath of the financial crisis. Most notably, the enactment of the Dodd-Frank Act included provisions strengthening regulatory oversight over financial institutions, making them more accountable for their actions. Many law firms developed working practice groups focusing on this landmark act, aimed at advising clients within the industry on compliance and legislative issues. Practices at the top of the ranking are those that can demonstrate an overarching excellence across all facets of financial services regulatory work including financial services M&A, banking compliance, banking enforcements and investigations, broker/dealer compliance and consumer finance. Although firms are active throughout the country in this kind of work, New York and Washington DC are the main locations, given their proximity to the financial institutions and the seat of government respectively.
Project finance showed a notable upward trajectory in 2010, with stimulus packages and the strength of the renewables sector, particularly the area of wind energy, helping to drive the sector forward. The Department of Energy has been key in fomenting a growth in the project finance market, and has been behind the financing of several of the largest projects. International transactions played an important role in many firms’ operations, with areas such as Latin America and Africa being somewhat insulated from the economic downturn and continuing to provide mandates ranging from mining and oil and gas to infrastructure. The confidence that has returned to the market is not yet complete, but the signs are encouraging in many fields of the project finance sector.
The structured finance section covers all forms of structured finance, derivatives and securitization. After the post-Lehman collapse attrition, most departments have stabilized and there seems little likelihood of any law firm returning to a high-volume, commoditized product, strategy; the emphasis is on expertise, quality, and bespoke advice. Clients confirm that there is still some overcapacity in this practice area and that fee discounts are being negotiated.
The aftermath of the Global Financial Crisis (GFC) has not yet worked through and senior lawyers continue to advise as debt is renegotiated, distressed instruments are bought and sold, and bankruptcies are worked through. New deals returned to market during the latter half of 2010, although law firms are generally cautious about the strength of the recovery. Derivatives activity has been healthy, as have insurance-linked products. Securitized issues in asset classes other than mortgages, such as auto-loans, have been steady and improving. Commercial mortgage backed securities (CMBS) have returned to the market, although Residential Mortgage-Backed Securities (RMBS) are rare. The Collateralized Loan Obligation (CLO) and Collateralized Debt Obligation markets remain very depressed. Lawyers are also busy counseling clients on the current regulatory reform initiatives, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the industry-changing Volcker Rule.
Asset finance and leasing
Index of tables
Asset finance and leasing
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Leading lawyers
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- Fred Bass Holland & Knight LLP
- Drew Fine Milbank, Tweed, Hadley & McCloy LLP
- Lawrence Gannon White & Case LLP
- Dean Gerber Vedder Price
- Elliot Gewirtz Milbank, Tweed, Hadley & McCloy LLP
- John Howitt Clifford Chance
- John Pritchard Holland & Knight LLP
- James Tussing Fulbright & Jaworski LLP
The asset finance and leasing practice at Clifford Chance is unusually deep, with the team having a wealth of experience acting on significant deals for leasing companies, underwriters, banks, airlines and export credit agencies. The US team has colleagues based in London, Frankfurt, Hong Kong, Singapore and Tokyo, as well as elsewhere in Europe, the Middle East and Asia, making it well positioned for domestic and cross-border asset finance work. Geoffrey White and Zarrar Sehgal ‘both pay great attention to detail, are experts in our industry and are service oriented’; the pair recently advised aircraft-leasing company AWAS on its $600m aircraft-secured note issuance, one of the first such transactions to be made under Rule 144A. John Howitt, one of the co-heads of the practice, advised GECAS on a $1.2bn Ex-Im commitment and other related financing for Boeing aircraft and acted for ILFC on two secured term loans totaling $1.3bn. He also advised Milestone Aviation Group on its $500m initial equity capital raising for a new multinational leasing company with a point of difference in that it focuses on the helicopter and corporate jet markets. Sehgal also has strong relationships with a number of big-ticket clients such as Babcock & Brown Aircraft Management LLC, for which he acted on the formation of a collective investment vehicle. Other clients include Citibank, Credit Agricole and Emirates.
Milbank, Tweed, Hadley & McCloy LLP’s transportation finance group boasts experience of transactions globally and its client base includes major players from across the asset finance space including institutional lenders; hedge funds and other investors or equity participants; as well as manufacturers, export agencies, lessors and borrowers or lessees. In New York, the firm fields a number of heavyweight transport finance experts. Drew Fine, chair of the firm’s finance group, has particular expertise in financing and corporate transactions involving aircraft, rolling stock and vessels, including the acquisition of leasing companies and large asset portfolios of aircraft and rolling stock. Fine has also worked on several very significant aircraft securitizations such as those by ALS (owned by AerCap), ACS (Aircastle) and Airspeed Limited (RBS). Elliot Gewirtz advises on aircraft securitization and lease financing, including EETC transactions, and cross-border tax issues. Elihu Robertson’s extensive experience includes representing underwriters, lenders, borrowers and lessors on financing for aircraft, engines and flight simulators. Helfried Schwarz is also recommended for structured financing of aircraft and equipment. The group’s track record includes advising Goldman Sachs and Calyon Securities on the first direct placement of $400m of global notes for Emirates Airlines, guaranteed by US Ex-Im Bank. It also acted for Citibank as agent on a $600m loan to Southwest Airlines and for AerCap as borrower for a facility to fund an engine warehouse.
Vedder Price’s large and experienced global transportation finance group provides ‘the highest level of service’ and is a ‘professional, courteous and calming presence whenever negotiations or timelines become difficult’. Most of the work has a cross-border element, for which the team utilizes connections with local counsel in 50 countries across six continents. It acts on a wide variety of asset finance and leasing deals, predominantly in the aviation sector – where the team is ‘incredibly responsive, timely and knowledgeable’ – but also in shipping, rail and miscellaneous equipment. The firm regularly acts for banks, venture capital firms, lessors and airlines but as a result of economic conditions a larger percentage of its recent mandates have come from export credit agencies and financiers involved in workouts and restructuring. In 2010, the team advised on more than half of the over $9bn worth of aircraft financed by the US government. Other recent work includes advising Macquarie Bank on its $2bn acquisition of a 53-aircraft lease portfolio from ILFC; and representing Credit Suisse Securities (USA) LLC as the lead structuring agent for a lender group on a $1.5bn aircraft warehouse facility for Air Lease Corporation. Practice chair Dean Gerber and Jeff Veber are highly praised by clients.
Holland & Knight LLP is a prominent practice across the transport sector and its 40-lawyer asset finance group is a key part of that equation, advising on complex transactions including domestic and cross-border acquisitions, financing and leasing of aircraft, in addition to bankruptcies and workouts on the shipping side. John Pritchard in New York is particularly experienced in acting for airlines, and his recent work includes advising JetBlue Airways on mortgage-secured loan financing of new Embraer ERJ 190-100 IGW aircraft. The practice’s team in Fort Lauderdale has been focusing on bankruptcy and litigation issues, with Richard Crowley in New York providing valuable support on the tax aspects. Fred Bass, who joined the New York office from Dewey & LeBoeuf LLP in September 2010, focuses on the financing and leasing of aircraft and other assets. Bass and Bill Piels in San Francisco acted for major client GE Capital Aviation Services (GECAS) on a number of matters including the ongoing bankruptcy and restructuring of Mesa Airlines.
The asset finance team at White & Case LLP – based in New York, Los Angeles, Miami and Washington DC – has extensive experience in aircraft, equipment and facility finance transactions governed by English and US law. It is particularly well regarded for aircraft finance, where its clients include financial institutions, lessors, airlines, manufacturers and credit support providers. The group leverages its global network to assist clients on matters including typical tax-advantaged US sale-and-leaseback transactions, French tax leases and Japanese operating leases, as well as financings backed by export credit agencies in the US, Europe, Japan, Canada and Brazil. In the capital equipment and facility financing space, the team is particularly active in advising on co-generation facilities, electricity and gas facilities, mining equipment, oil and chemical storage facilities and vessels. In shipping, the team’s record includes having advised Nordea Bank Norge as lead arranger regarding a $750m secured credit facility for NCL Corporation. Richard Smith in Los Angeles specializes in aircraft leasing and equipment financing, as well as restructuring and bankruptcy-related work. Michael Smith in New York has advised Pegasus Airlines of Turkey, Virgin Blue Airlines, Aviation Capital Group, Credit Suisse, Toronto Dominion, and other parties regarding the financing of a variety of aircraft with the support of US Ex-Im Bank.
Debevoise & Plimpton’s asset finance and leasing group predominantly represents airlines and its clients include Aeroflot, Air France-KLM, American Airlines and Delta Air Lines. The group’s experience encompasses a diverse array of financing and leasing arrangements including operating, leveraged, synthetic and cross-border leases, airline securities offerings and fleet restructurings and refinancings. The team has a long history of developing innovative financing techniques for the airline industry such as pass-through certificate structures and cross-border tax leasing. John Curry in New York chairs the aviation practice group and is regarded as ‘extremely bright, experienced, responsive, thoughtful and cooperative’. His personal practice concentrates mainly on complex domestic and international financings for aircraft, including capital markets offerings of leveraged lease debt and EETCs secured by aircraft, engines or components. Curry’s recent work includes advising American Airlines and Delta Air Lines on numerous offerings of EETC pass-through certificates, raising over $7.4bn in aggregate proceeds to finance more than 200 aircraft. Darius Tencza in New York, who specializes in project and equipment financing, is advising JFK International Air Terminal on its initial development and financing of Terminal 4 at JFK Airport. The firm also has an extremely strong presence in this practice area across the EU and the CIS; it has been involved in many significant recent Russian aircraft financing transactions.
Dewey & LeBoeuf LLP’s equipment finance and leasing practice is ‘outstanding in all respects’ and acts on a wide range of aircraft leasing and loan finance deals from its bases in New York and Los Angeles. The group has colleagues in London, the Middle East and Asia. The team has been particularly busy with the financing of aviation assets and renewable energy equipment, which included Junaid Chida acting for Citibank as equity investor and underwriter on the first leveraged lease financing of four wind farms to be built in California. Chida has also advised on a significant number of tax-credit structures, leveraged leases or structured finance vehicles for other renewable and clean energy power projects including the $1bn Coso geothermal power project leveraged lease financing and the $1bn equity investment in Frontier Wind power project. Practice head Marshall Stoddard in Los Angeles has ‘the ability to build consensus’ on the full range of bank finance matters.
Pillsbury Winthrop Shaw Pittman LLP’s transportation finance team – which operates out of New York, California and Washington DC, with strong support from colleagues in London – has particular emphasis on aircraft and other aviation assets and excels at export credit and other cross-border financing. The practice’s diverse client base includes major banks, leasing companies, aerospace companies, airlines, investors, traders and manufacturers. The team handles finance and leasing, as well as acquisitions and dispositions affecting financed or leased asset portfolios, and a range of structured finance transactions and restructuring where the team has worked closely with the firm’s restructuring group on airline bankruptcies and reorganizations. Other experience for the team includes mandates relating to a variety of transport assets such as railroad rolling stock, ships, containers and fleets of land-based vehicles. Clients include BNP Paribas, JPMorgan, Virgin America and Turkish Airlines. Head of the finance group Michael Schumaecker has over 25 years’ experience representing airlines or international lenders on commercial and financing matters, and has advised on export credit agency financings totaling over $6bn. Payson Coleman is also recommended.
Operating out of New York, Fulbright & Jaworski LLP’s asset finance practice advises on domestic and cross-border leasing and financing of commercial and corporate aircraft, railroad stock and ocean-going vessels, as well as manufacturing and other equipment. Clients include manufacturers, operating lessors, lessees, borrowers, and a range of lenders and investors from commercial or investment banks to vulture funds and institutional equity investors. Staffing of the practice is such that at least two partners act on the majority of deals, ensuring a hands-on approach from senior attorneys throughout the transaction. Recent highlights include advising AWAS on lease financing of aircraft to airlines across the Americas, Asia and Europe; and advising The Bank of New York Mellon’s leasing affiliate on airline bankruptcy and non-bankruptcy aircraft lease workouts, including litigation. Other work included acting for Apollo Aviation on various transactions for the purchase and disassembly of aircraft and sale of parts involving complex, related negotiations with other parties. Practice head James Tussing is recommended, along with other lead partners Sean Corrigan, David Gillespie and Marc Latman.
Mayer Brown has cross-border capability with a strong presence in Paris, where the team represents major aerospace banks such as BNP Paribas and Credit Agricole, as well as airlines. In Asia, the firm has a significant presence as Mayer Brown JSM and is particularly well known for its ship finance practice in Hong Kong, where it advises HSBC on ship finance matters. In the US, the practice is led by George Miller in New York, although the group draws on the experience of lawyers in Chicago and Los Angeles. The US team, which is smaller than most rivals with six partners and 12 associates, advises on a diverse range of finance structures and its ‘industry knowledge is strong’ across a number of sectors. The core group is well supported by a number of tax lawyers including Jeff Davis in Washington DC and William Levy in Chicago – ‘both are smart, hardworking, responsive to client needs, steeped in federal tax law and have deep industry knowledge’. Demonstrating the global reach of the practice, the team recently represented a major US industrial company and its German subsidiary on a €315m deal regarding the synthetic lease of an electricity and steam co-generation plant. The group also acted for Santander Drive Auto Receivables LLC on the issuance of an aggregate of $6.3bn in notes backed by sub-prime auto loans. In the aviation space, Bob Barnard advised Jackson Square Aviation LLC on a $400m secured credit facility for the financing of aircraft.
Sidley Austin LLP advises on a variety of transactions relating to equipment including aircraft, rolling stock, containers, ships and satellites, while its clients include manufacturers, lenders, borrowers, underwriters and insurers. The group has impressive global reach via an established network of local counsel. Past work includes advising an aviation corporation on aircraft purchase agreements with Airbus SAS, while Bombardier remains a major client of the practice. Rory Kelleher in New York focuses on US capital markets work and is well known for his advice on structured finance. In the same office, Paul Risko is a corporate and finance lawyers whose practice encompasses securities, aircraft and other transportation-related finance.
Simpson Thacher & Bartlett LLP’s asset finance practice fields an ‘extremely strong roster of partners who are actively involved in all facets of transactions’. The team operates primarily from New York but advises on transactions the world over. The client base encompasses lessees, equity investors, lenders and underwriters in lease financings across a number of sectors; the team has been particularly busy recently with automobile and aircraft financing. Laura Palma, an expert on complex automobile industry transactions, is ‘exceptional in terms of the breadth of her knowledge and understanding of the structured finance business, expanding beyond legal to include regulatory, rating agency and financial aspects’. She represented Ally Bank as joint lead arranger and lender in connection with a complex $7bn asset-backed variable funding facility, structured in three separate cross-collateralized tranches, and secured by automobile loans or leases and dealer floorplan loans. Alan Brenner often leads on aircraft financing mandates and recently represented Airbus Financial Services regarding the financing of five Airbus A320 aircraft for US Airways. He also acted for JPMorgan Chase Funding Inc as the lender, and JPMorgan Chase Bank as the letter of credit issuer, regarding an unsecured revolving credit facility for Air Lease Corporation.
Cadwalader, Wickersham & Taft LLP advises lessees, lessors, borrowers, lenders, manufacturers, operators and financiers of all types and is especially active in the aviation sector. It has advised clients on the sale, leasing or financing of over 1,000 aircraft, as well as spare parts, simulator, ground-handling equipment, and training and cargo facility transactions. Richard Aborn heads the practice from New York, and is ably supported by Steven Lenkowsky and Washington DC based tax specialist Daniel Mulcahy. Bank finance colleagues in Charlotte also assist the team, having previously worked on major restructurings such as the Chapter 11 bankruptcy and reorganization of longstanding client Northwest. More recently, the team represented Bank of America Merrill Lynch on a number of transactions including as lead underwriter and arranger for a $3.9bn secured bond offering by ILFC. It also acted for Goldman Sachs as agent on two term loan facilities consisting of a $750m term loan agreement secured by 43 aircraft and an additional term loan agreement of $550m. Other clients include Delta Air Lines and JetBlue Airways.
The ‘excellent’ Hughes Hubbard & Reed LLP has an extremely broad aviation practice acting on everything from traditional finance work to asset-related aspects of mergers and joint ventures, regulatory issues, litigation, workouts and bankruptcies. The practice is particularly well known for extensively representing some of the world’s largest air carriers, but also acts for leasing companies, banks and other financial institutions. Its mandates have included representing Republic Airways on a $6.3bn agreement with Bombardier to purchase 40 Bombardier CS300 jet aircraft with options for another 40 and acting for Continental Airlines on a $644m offering of pass-through certificates to finance the acquisition of eight used and 11 new aircraft. The team also advised Citicorp USA on the workout of an aircraft acquisition loan at the pre-delivery stage. Steven Chung in Washington DC is ‘knowledgeable, responsive and a source of advice – legal and non-legal – that greatly aids our ability to close transactions’. John Hoyns in New York is well known for transport and equipment finance, as well as corporate finance, securities and M&A. Andrew Braiterman, also in New York, is recommended for related tax advice.
Kevin Fingeret, co-chair of the structured finance and securitization practice group at Latham & Watkins LLP, is an expert in the securitization of debt and a range of aircraft, automobile and equipment loans or leases. The aircraft finance team also includes Lawrence Safran in New York and Kenneth Blohm in San Francisco, both of whom assist Fingeret in representing leasing companies, lenders and airlines on a range of domestic and cross-border transactions. Although the group lacks the scale of most of the other recommended firms, its excellent ancillary services including tax specialists and an extensive bankruptcy team attracts high-caliber clients such as Goldman Sachs, Royal Jordanian, Etihad Airways and large aircraft leasing companies.
Shearman & Sterling LLP’s asset finance and leasing practice operates predominantly out of New York and pools together a number of partners from the finance and capital markets departments. William Yaro works primarily with issuers, borrowers and financial institutions and is well known for creating innovative financing structures and solutions. He led a team that advised a major airline on structuring the $214m capitalized lease financing for seven Boeing aircraft; the transaction included a US Ex-Im Bank guarantee of certain bank notes with a novel option for the notes to be exchanged for public notes. Ji Hoon Hong is also recommended for his work on behalf of the firm’s major financial institution clients. In 2010, Hong advised Goldman Sachs and Credit Suisse as underwriters on Delta Air Lines’ $450m offering of enhanced pass-through certificates. Practice head Maura O’Sullivan has extensive experience acting for financial advisers, lenders and borrowers, including recently acting for Citigroup Global Markets as joint lead arranger on the amendment of two credit facilities for ILFC to provide for the extension and collateralization of a $2.5bn facility.
Bank lending (including other sources of financing)
Index of tables
Bank lending (including other sources of financing)
Leading lawyers
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- James Clark Cahill Gordon & Reindel
- Marc Hanrahan Milbank, Tweed, Hadley & McCloy LLP
- William Hirschberg Shearman & Sterling LLP
- Francis Huck Simpson Thacher & Bartlett LLP
- C Allen Parker Cravath, Swaine & Moore LLP
- Bradley Smith Davis Polk & Wardwell LLP
Cravath, Swaine & Moore LLP saw an upturn in activity in 2010 in line with much of the market, and continued its work with its notable roster of longstanding clients, which include JPMorgan Chase, Credit Suisse, Goldman Sachs and Citigroup. The team is smaller in terms of partner numbers than some competitors, with individuals working across several practice areas, but clients praise the group’s ‘excellent knowledge and experience’ and ‘top-of-the-class expertise’. The practice represented Credit Suisse, as agent and arranger of $1.16bn and €330m senior secured credit facilities made available to Reynolds Group Holdings, partly for its acquisition of Closure Systems International and Reynolds Consumer Products. It handled several other linked transactions for Credit Suisse, involving borrowers and guarantors in over 20 different jurisdictions, and also advised it on the amendment and restatement of the senior secured credit facilities for Travelport; the transaction extended the maturity of approximately $1.7bn and €310m of its credit facilities. Up-and-coming partner Tatiana Lapushchik acted for Goldman Sachs and Wells Fargo on $525m credit facilities made available to AutoTrader.com for a recapitalization transaction. The practice also assisted JPMorgan, Barclays Capital, and RBC Capital Markets, as lenders, on $730m credit facilities made to an acquisition entity formed by Silver Lake Partners and others to finance, in part, the purchase of a 65% equity stake in Skype from eBay. Clients praise practice leader Michael Goldman for his ‘wide range of deal experience’ and ‘excellent market knowledge’. C Allen Parker and B Robbins Kiessling are also recommended.
Davis Polk & Wardwell LLP’s major leveraged finance practice plays a significant role in the sector and represents a wide and impressive range of clients, with its broad-based practice proving an asset in navigating the financial crisis. Since the return of a measure of stability to the market, the group has continued to act on many of the most important crisis-related mandates. Prominent among these was its advice to The Federal Reserve Bank of New York and the US Department of the Treasury on a $180bn series of financing and capital management transactions for AIG; the range of transactions includes an $85bn credit facility and subsequent revisions, and the creation of Maiden Lane II to address RMBS exposure ($62.1bn) and Maiden Lane III to address CDS exposure ($35bn). Highly respected partner Bradley Smith led a team that acted for Citibank in a high-profile deal, where the client was joint lead arranger and administrative agent on the $11.1bn exit financing for Lyondell Chemical Company. Among other linked transactions (totalling over $20bn in financings), the team also advised Citi, as arranger and agent, on Lyondell’s $8.5bn debtor-in-possession. Bank of America and others instructed the firm as lenders’ counsel on the purchase of E.ON US by PPL. Department head Joseph Hadley led a group that advised a consortium of 14 financial institutions holding credit default swap and financial guarantee exposure to monoline insurer Ambac Assurance in a deal worth $16.4bn in aggregate. James Florack is notable for his leveraged finance expertise, and Lawrence Wieman is also recommended, on the debt restructuring side.
Simpson Thacher & Bartlett LLP’s successful practice is headed by Patrick Ryan, and acts for an even spread of borrowers and lenders. Three new appointments were made at partner level: Elisha Graff and Justin Lungstrum in February 2010, and Melissa Hutson in November 2010. James Cross led the advice to PPL Corporation on the bridge financing for its purchase of E.ON US, a $7.62bn acquisition; and Jennifer Hobbs was the lead partner acting for Silver Lake and Warburg Pincus on their $3.4bn acquisition of Interactive Data Corporation, a leading provider of financial market data. The firm also assisted an investor group led by Silver Lake Partners on the debt financing for a majority interest in Skype Technologies from eBay, for approximately $1.9bn in cash; and Peabody Energy Corporation on a new five-year senior secured credit facility led by Bank of America Securities – this includes a $1.4bn revolving facility and a $500m term loan, and replaced Peabody’s prior credit facility. On the arranger side, the group advised JPMorgan Securities and Barclays Capital as representatives of the initial purchasers of $800m of 9.875% senior notes, due 2018, the proceeds of which were used to part finance Burger King Holdings’ acquisition by private equity firm 3G Capital. Alan Brenner led a team that advised JPMorgan on a $5bn revolving credit facility for Anadarko Petroleum Corporation, which replaced an existing $1.3bn unsecured revolving facility. Clients value the ‘very solid’ advice given by the senior partners, and the firm counts several major figures in its number, including the greatly experienced Cross, mentioned above, and Francis Huck.
Cahill Gordon & Reindel’s team is regarded by clients as a ‘cut above the competition’ and has an enviable reputation in the high yield bond sector. Mandates of note included representing Banc of America Securities, Deutsche Bank Securities and Morgan Stanley Senior Funding as lead arrangers in a $3bn senior secured term loan facility for CIT Group; and acting for the joint bookrunners and initial lenders (Citibank and others) in the $5.5bn bridge credit facility to part finance Kraft’s acquisition of Cadbury. The firm also represented the financing sources, in transactions totalling nearly a billion dollars, to fund the $1.42bn buyout of Associated Materials, by affiliates of Hellman & Friedman; JPMorgan Chase as administrative agent on a new $1.13bn senior credit facility for Lamar Media Corp, including two loans and a revolving credit facility; and the debt financing sources in a $5bn (with assumed debt) acquisition of Tomkins, one of the most substantial LBOs of 2010. William Hartnett is ‘among the most accomplished and experienced lawyers on Wall Street’, and the wider team has a ‘a good sense of what clients want to achieve’. Adam Dworkin is recommended in the high yield sector, and William Miller in securities and syndicated loans. James Clark, in debt restructuring, and Jonathan Schaffzin, in mezzanine and leveraged financings, both have a wealth of experience which they bring to bear on many of the major deals in the market.
Latham & Watkins LLP’s year was marked by several significant deals involving revolving credit facilities and refinancings. The group benefits from the firm’s strong project finance capabilities, handling a notable deal for Citgroup Global Capital Markets and Citicorp North America; it advised them on the $4.15bn amendment and restatement of a credit agreement to offer a new revolving credit facility and new term tranches for NRG Energy. Other significant energy work included advising Bank of America on $2bn loan and revolving credit facilities and refinancing for Peabody Energy Corporation. Aside from the energy sector, Melissa Alwang led a team working for Barclays Capital and Barclays Bank on a $2.4bn loan and revolving credit facilities for Phillips-Van Heusen, the clothing company, on its acquisition of Tommy Hilfiger. On the sponsor side, Los Angeles-based Vicki Marmorstein led a team representing The Walt Disney Company in a deal that included a $2.25bn revolving credit facility. The team, along with project finance colleagues, was also involved (for USEX-IM, among others) in the significant PNG-LNG transaction in Papua New Guinea, which involved sums of $14bn loaned by the consortium of banks. Other high-profile clients are Credit Suisse, General Electric and Goldman Sachs. The firm saw the departure of the renowned Marc Hanrahan to Milbank, Tweed, Hadley & McCloy LLP in August 2010, but it retains some excellent lawyers, among them Chicago-based Bradley Kotler and John Mendez in New York.
Shearman & Sterling LLP ‘stands above the rest’ of its competitors in its ability to deliver high-quality advice and services. The team is led by Maura O’Sullivan, who leads a group with particular expertise in structuring matters. It handles a mix of lender and sponsor transactions, with a notable slant towards the former. The renowned William Hirschberg recently led the advice to BNP Paribas Securities and others as joint lead arrangers and book managers of a $5bn, 364-day credit facility for Toyota Motor Credit Corporation and certain affiliates. The firm also advised Citigroup Global Markets, as joint lead arranger, on a $2.5bn deal involving the amendment of two credit facilities for International Lease Finance Corporation (ILFC), one maturing in 2010 and the other in 2011 – the facility is guaranteed by various special purpose, and newly formed, ILFC subsidiaries. On the sponsor side, the firm acted for Boston Scientific Corporation in a $3bn multi-currency financing, which involved a three-year term loan and a three-year revolving credit facility, arranged by Banc of America Securities and JPMorgan Securities. Other active clients of the group include Royal Bank of Canada, Morgan Stanley and Bank of America Merrill Lynch. Robert Freedman was elected to the partnership in 2010 and joins established names such as Michael Baker, who is adept at advising lead arrangers on secured lending, and Monica Holland, who has a strong practice in debt restructuring and leveraged buyouts.
Skadden, Arps, Slate, Meagher & Flom LLP has a broad-based practice and good geographic coverage on both coasts and in Chicago. It has a strong grounding in sponsor representation, but, with increased market activity and lending, has been able to grow its lender practice. In a significant and complex deal, it advised HCP Inc in its $6.1bn acquisition of HCR ManorCare, a provider of living facilities for senior citizens; recommended partners Sarah Ward in New York and David Reamer in Los Angeles led on the deal, which included a $3.3bn fully committed bridge loan and the largest new master lease in US history. The continuing effects of the financial crisis saw the group work for DineEquity in its $1.8bn refinancing, including a $950m senior secured credit facility. Credit Suisse instructed the group on several high-value transactions in 2010, including as the joint arranger and bookrunner on Regal Cinemas Corporation’s $1.34bn senior secured credit facility. The client joined a roster of lender clients that also includes BNP Paribas and Bank of America Merrill Lynch, an indication of the group’s growth in this arena. Recommended partners include lead Chicago partner Seth Jacobsen, who has a strong restructuring and leveraged leasing practice, and New York’s Thomas Gowan, whose expertise includes commercial financings and restructurings.
Weil, Gotshal & Manges LLP’s attracts praise for its ‘practical and commercial mindset’. The ‘up-to-speed’ group operates from two main bases in Dallas and New York, and has expertise across a wealth of areas, notably in borrower transactions; the firm maintains a strong portfolio of private equity clients advised on a cross-practice basis. 2010 proved to be a solid year despite several clients not being as active as previously. Dallas-based Angela Fontana, who acts for a wide range of private equity clients, represented General Growth Properties, as sponsor, in a $300m revolving credit facility and a $1.5bn backstop term loan financing from bankruptcy. The team also acted for N.E.W. Holdings I/N.E.W. Customer Service Companies on $1.02bn term, revolving and unsecured credit facilities; the loan involved a dividend recapitalization transaction on a covenant-lite basis. Starwood Hotels and Resorts Worldwide also instructed the group, on the refinancing of its $1.5bn revolving credit facility. On the arranger side, the firm acted for American International Group and American General Finance Corporation on a $3bn term loan to AGFS Funding Company to refinance existing indebtedness and other purposes; and for key clients Citi and Deutsche Bank, as lead arrangers on a $1bn multi-currency revolving credit facility for International CCE, as backstop financing with a merger and spin-off. Danek Freeman was made partner in New York in 2010, joining well-respected head of the global finance practice Daniel Dokos and ‘top-deck intellect’ Douglas Urquhart.
Debevoise & Plimpton maintains an ‘exceptional’ high-end practice that acts in all areas but has notable expertise in syndicated loans, refinancings and leveraged acquisitions, across diverse industries. Clients include several longstanding and significant private equity houses. In a major recent transaction, involving complex multi-jurisdictional aspects, the firm represented Reynolds Group Holdings in financing arrangements totalling $5bn for its acquisition of Pactiv, the food and beverage packaging firm; these included the borrowing of incremental loans in excess of $2bn. It also assisted Hertz Global Holdings as sponsor in the financing aspects of its proposed $1.56bn acquisition of Dollar Thrifty Automotive Group; and, in a $4.2bn transaction, acted for Clayton, Dubilier & Rice in the financing of its acquisition of a 42.5% stake in Univar, the commodity and specialty chemicals distributor, via a sponsored recapitalization deal. William Beekman acted for Oaktree Capital Management on its PPIP Fund, involving a $2bn financing with the US treasury to help rectify the market in mortgage-backed securities. The ‘extremely knowledgeable’ David Brittenham heads the team, and other recommended individuals include Paul Brusiloff and Pierre Magüé. Jeffrey Ross was made a partner in 2010.
Milbank, Tweed, Hadley & McCloy LLP’s ten-partner bank lending practice is based in New York and Washington DC. It is headed by the renowned and well-respected Marc Hanrahan, who heads the global leveraged finance group and in 2010 moved over with a five-strong team from Latham & Watkins LLP. The firm has a strong profile in leveraged finance, and notable expertise in areas such as first lien, second lien, unsecured loans and bonds, and asset-based and cash flow based financings. Its impressive roster of clients includes large international entities such as Bank of America, Credit Suisse, and Deutsche Bank. The team acted for Goldman Sachs Credit Partners on a $1.3bn term loan and revolving credit facilities for Graphic Packaging Holding Company. Recommended individuals, in New York, include William Mahoney, who has expertise in cross-border financings, and Lauren Hanrahan, Marcus Dougherty and Michael Bellucci.
White & Case LLP’s 12-partner bank lending group is headed by Eric Berg in New York. The New York office is accompanied by bases in Los Angeles and also Miami, the latter focusing primarily on supporting the firm’s significant Latin American practice and working in concert with offices in Mexico City, Monterrey and São Paulo. The group is active in areas such as leveraged buyouts and recapitalizations, asset-based lending, investment-grade financings and workouts. Clients include a mix of lenders and borrowers, with the lender side more prominent; examples include Deutsche Bank and JPMorgan Chase Bank. Berg represented Morgan Stanley Senior Funding, as administrative agent, joint lead arranger and joint bookrunner, on a $2.5bn senior secured credit facility ($500m revolving and $2bn term); and as administrative agent lead arranger and bookrunner on a $1.75bn bridge loan facility to CF Industries – the deal involved the acquisition by CF Industries of Terra Industries, and the firm also advised Morgan Stanley on the related $1.1bn equity offering and $1.6bn debt offering by CF Industries. Well-respected New York partner David Koschik acted for Deutsche Bank on a $1.2bn senior secured financing for Trans Union, which consisted of a $950m term loan and $200m revolving credit facility and was issued in conjunction with the issuance of $645m of senior notes. Brenda Dieck in Los Angeles also acted for Deutsche Bank, on the $2.8bn leveraged acquisition of a leading auto dealership computer systems company. Prominent team members include New York’s Eric Leicht, and Scott Zemser, who has notable relationships with BNP and Credit Suisse. Victor Alvarez in Miami had a very active 2010 with Latin American transactions, and Francis Zou joined the New York firm as a partner from Allen & Overy LLP.
Fried, Frank, Harris, Shriver & Jacobson LLP is valued for its ‘understanding of current trends’ and ability to take account of these in its advice, and also its ‘turnaround time and availability’. The group’s activity level reflected market conditions in early 2010, but it benefited from the bank lending sector’s later resurgence, and from its balance of lender and sponsor clients. In a complex borrower-side deal, it acted for Novelis on its $2.3bn senior secured credit facilities, which were entered into in conjunction with a £2.5bn issuance of high yield bonds. The group also advised Goldman Sachs Capital Partners VI Fund in arranging a $865m credit agreement with the purchase of the majority outstanding shares in Michael Foods Group; JPMorgan Securities, as lead arranger, on a $750m senior secured revolving credit facility for BE Aerospace; and several mezzanine partners in a number of multimillion-dollar deals. Clients acclaim department chair F William Reindel as ‘unique’ and ‘thoughtful and thorough, with an expansive memory’. The team as a whole is ‘on top of the issue 24/7’, with other recommended partners including Christian Nahr in the borrower and investor arena, and Emil Buchman in acquisition financing.
Kirkland & Ellis LLP’s practice is based for the greater part in Chicago and New York and traditionally has a focus on the sponsor side, representing several major private equity houses and other investors, such as 3G Capital Management and CVC Capital Partners. In 2010 the group grew its lender-side practice, acting for notable clients such as Bank of America, and saw an increase in buyout work and crossover transactions. Jason Kanner and Leonard Klingbaum, both in New York, acted for Charter Communications as borrower in an unusual deal with a combined value of $11.4bn, which involved reinstating its entire $8bn first-lien senior credit facility in relation to its emergence from Chapter 11; in addition to other, linked transactions, Charter entered into a new $1.3bn revolving credit facility, due to mature March 2015. Well-respected Chicago-based group head Linda Myers acted with Michelle Kilkenney for Madison Dearborn Partners on its acquisition of a 51% stake in TransUnion Corporation, in partnership with the Pritzker Family: a deal that united two of the most important investor groups in Chicago. The firm also advised Bain Capital Partners on the $1.63bn purchase of the Styron division of the Dow Chemical Company, with debt financing of $1.04bn. Clients rate New York’s Joshua Korff as ‘fantastic’ on offerings and securities, and Jay Ptashek is recommended for his expertise in private equity and leveraged finance.
Ropes & Gray LLP’s practice benefits from a strong private equity client base. Following the uncertainty in the PE market in 2009, the firm saw a 2010 marked by a resurgence in work from existing clients. It advised Berkshire Partners, Bain Capital and Advent International on the $1.2bn LBO of Skillsoft and an Irish internet training and software provider, a rare transaction in the uncertain economic times prevailing in the Republic of Ireland. It also acted for TPG Capital and CPP Investment Board in obtaining and structuring $3.28bn of aggregate debt financing for the acquisition of IMS Health, a provider of medical and pharmaceutical intelligence. Up-and-coming talent Michael Lee of the Boston office assisted Covidien in its $2.6bn acquisition of Ev3, a medical device developer, involving a bridge financing commitment. Jay Kim is recommended, and has an extensive record in leveraged buyouts and multi-jurisdictional transactions. Also attracting praise are Boston-based chair of the debt financing group Thomas Draper, and Steven Rutkovsky in New York, who has well-established expertise in private equity matters.
Sullivan & Cromwell LLP delivers ‘consistent quality across all areas’, and in 2010 was particularly active in financing and restructuring work, experiencing an upturn in New York with the return to form of the finance sector and the resurgent LBO market. The practice has traditional strength acting for sponsors, but lender deals are increasing apace. The firm acted for CIT Group on entering into an agreement with Bank of America on the amendment and restatement of an existing long-term loan facility, to refinance all of the remaining $4bn first-lien term loans outstanding under its existing senior secured term loan facility. On the bank side, it advised Barclays Bank and Barclays Capital Real Estate on the sale of their US non-prime mortgage servicing business HomEq Servicing to a subsidiary of Ocwen Financial Corporation, for approximately $1.3bn; the deal involved Barclays providing Ocwen with around $1bn in secured financing for the purchase of HomeEq via a secured corporate loan and a receivables securitization facility, with additional financing to be raised by Ocwen with Barclays’ aid. Los Angeles based Hydee Feldstein will ‘go the extra mile’ for clients. In New York, the ‘excellent’ Bob Downes also receives acclaim, as do John Mead and Neal McKnight.
The team at Cadwalader, Wickersham & Taft LLP has ‘superior business acumen’, and handles a varied workload that runs the gamut of sectors, with a slant towards lender work. The group has significant experience in the area of DIP financings, where it has assisted organizations such as Lyondell Chemical Company. It has notable links with the US Treasury, which was the source of several notable transactions in 2010; the firm advised it, as lender, on the $33.3bn debtor-in-possession for General Motors and modifications to, and payoff of, a $3.5bn financing for CGI Holding. On the sponsor side, the group assisted Pfizer in multiple bank loans relating to its $22.5bn bridge financing for its acquisition of Wyeth. Julian Chung has a strong lending background and ‘amazing skills in managing teams’. Christopher McDermott in Charlotte attracts high praise from clients, who note his ‘highly efficient’ style and ability to ‘see issues from 360 degrees’. Steven Cohen leads the team, which operates principally from New York and Charlotte.
Cleary Gottlieb Steen & Hamilton LLP has traditional strength on the sponsor side of acquisition financing. Clients appreciate the depth of the team, which consistently ‘allocates good resources’ to clients’ needs. Richard Lincer in New York assisted an investor group in the financing of its acquisition, from a wholly owned subsidiary of Marathon Oil Corporation, of Marathon’s Minnesota downstream assets. The team also acted as US counsel to BHP Billiton in its financing, through a $45bn syndicated loan facility, of its $40bn acquirement of the Potash Corporation of Saskatchewan. Duane McLaughlin assisted Deutsche Bank in bridge loans to Brasoil. In a significant restructuring transaction, the team acted for a high-profile steering committee, composed of Banco Santander, HSBC Bank and others, in restructuring the $15bn debt of CEMEX of Mexico, involving syndicated, bilateral and derivative bank debt. New York-based Chantal Kordula is a rising force at the firm. Clients rate Meme Peponis’ ‘good legal knowledge and business acumen’, and Laurent Alpert’s acquisition finance expertise.
Dechert LLP’s clients express great satisfaction with the ‘vast knowledge’ of the firm and its ‘sound and well-thought-out advice’; it provides ‘crucial partner-level attention’. The team has a prominent practice in representing sponsors and private equity clients, counting a host of PE houses on its client roster. Senior lending deals are an important source of business; high-profile clients in this arena include Standard Bank, RBS, and Wachovia/Wells Fargo. 2010 also saw the team act on several dividend re-caps, and a number of significant, mainly mid-market, transactions. Jay Alicandri in New York is an ‘excellent’ lawyer and delivers ‘attentive, quality counsel’. New York-based Scott Zimmerman heads the leveraged finance practice and offers a quality service that clients ‘would not hesitate to recommend’.
Gibson Dunn’s practice is jointly headed by three partners: Jeff Hudson in Los Angeles, and Joerg Esdorn and Robert Cunningham in New York. The firm is primarily geared towards borrower representation and handles a high volume of transactions; 2010 initially brought numerous restructuring deals, followed by an increase in leveraged acquisitions later in the year. It acted for Charter Communications on a $4.4bn term loan and revolving credit facility: a progressive deal whose flexible nature has influenced a number of subsequent transactions. Recommended partner Linda Curtis in Los Angeles acted for CityCenter Holdings on a fourth amendment to a $1.8bn credit facility, while Darius Mehraban in New York represented Alliant Techsystems on a $1bn senior secured credit facility, and Alan Bannister assisted the same client on a further, linked transaction. Goldman Sachs is a relatively new client for the firm, and Eric Wise in New York recently assisted it on a $455m senior credit facility.
Mayer Brown has a sizeable and ‘very knowledgeable and responsive’ leveraged finance group based across Charlotte, Chicago, Houston, New York and Washington DC, handling a good balance of lender and borrower transactions for high-profile clients. It acted for Bank of America MGM Resorts International as arranger in a $4.73bn senior secured credit facility for MGM Mirage Resorts International; the deal proved to be highly complex, including extending and non-extending tranches and revolving and term loan tranches. It also acted for Bank of Nova Scotia in the $675m restructuring of senior secured peso and dollar loans to Mexico’s Lamosa, involving subordinated debt and complex inter-creditor matters. The group welcomed the arrival in Chicago of Paul Astolfi from Kirkland & Ellis LLP, who has notable leveraged acquisition and securitization expertise. Tristan Propst in Houston is ‘outstanding’ and a ‘privilege’ to work alongside; and Chicago-based practice head Douglas Doetsch stands out for his ‘constant efforts to protect clients’ interests’. Other recommended partners are Robert Baptista in Chicago, and Timothy Ryan in Charlotte, who is noted for his work with Bank of America.
O’Melveny & Myers LLP has a busy and diverse practice that represents a number of active private equity and portfolio firms in the market, and benefited from the up-tick in lending and borrowing witnessed towards the end of 2010. It was involved in a number of high-value restructuring and CMBS financing transactions over 2010. It also represented CCMP Capital Partners on the financing of its $323m acquisition of infoGroup, which involved a $274m six-year term loan facility and a $50m five-year revolving credit facility; and assisted Freeman Spogli & Co and its affiliates on its $213m debt financing for the acquisition of Bright Now Dental, involving a successor credit facility agented by Wells Fargo Bank. New York-based Gregory Ezring co-heads the practice with Peter Healy in San Francisco. Also recommended are Thomas Baxter in Los Angeles, and Eric Reimer, who joined from Goodwin Procter LLP and divides his time between New York and Los Angeles.
Proskauer Rose LLP has a ‘sophisticated’ practice and a ‘deep understanding of the market’, covering both lender and sponsor transactions with a slant towards the latter, and has a very active leveraged finance team based in New York and Boston. Recommended joint practice head Vincenzo Paparo, in New York, acted with Jeffrey Levitan for a syndicate of lenders, headed by Credit Agricole Corporate and Investment Bank, on the complex $700m restructuring of multiple debt facilities for San Antonio Oil & Gas Services. The firm has a strong niche in sports finance matters, and recently represented JPMorgan Chase, Citibank and Bank of America as co-lead arrangers on a $450 secured credit facility used by Tom Ricketts and family to buy the Chicago Cubs and Wrigley Field. In Boston, joint practice head Steven Ellis and Stephen Boyko are ‘great “deal guys”’ and provide ‘invaluable’ advice.
The team at Sidley Austin LLP provides a ‘very high-level service’ and ‘deep market knowledge’ at ‘very competitive’ rates, and benefits from the firm’s strong bankruptcy practice. The majority of attorneys in the leveraged finance practice are based in Chicago, but the firm also has bases in Los Angeles, home to recommended practice co-head Jennifer Hagle, and New York. The group’s roster of high-profile clients includes Bank of America, BNP Paribas, Citigroup, General Electric Capital Corporation, and JPMorgan Chase Bank. Recent transactions include acting for U.S. Bank, as administrative agent, on a $400m credit facility to United Launch Alliance, led by the recommended James Clark in Chicago; and for JPMorgan Chase Bank as administrative agent, on a $2.7bn amendment and extension of credit facilities to Dean Foods Company. The firm also advised JPMorgan Chase Bank on a $1bn credit facility to General Dynamics Corporation. Partners of note include Zulfigar Bokhari in Chicago, whose ‘proactive’ and ‘exceptional’ legal advice is highly valued by clients. Pamela Martinson joined the firm’s Palo Alto office and strengthens that office’s leveraged finance capabilities.
Winston & Strawn LLP’s practice has a strong base in Chicago, alongside resources in New York, Charlotte and Los Angeles; clients admire the firm for its ‘extremely deep bench’ and describe it as ‘very much a full-service shop’. It acts on a broad spectrum of transactions for both lenders and sponsors, from mid-cap to large-cap mandates. Clients include Wells Fargo Bank, JPMorgan Chase Bank, BNP Paribas and Deutsche Bank, as well as a host of high-profile borrower names. The team acted for Bank of America on a syndicated credit facility of more than $2bn provided to Pilot Travel Centers; this facility was partly used to fund Pilot Travel Center’s acquisition of Flying J, which emerged from Chapter 11 bankruptcy. It also advised a global banking institution, as lead agent, on structuring and negotiating a complex senior secured exit facility for one of the world’s largest automotive suppliers, and assisted JPMorgan Chase Bank, as agent, in a $1.35bn bridge facility and a $1bn multi-currency revolving credit facility for Corn Products International, for its acquisition of another business. Matthew O’Meara and Loren Weil in Chicago are ‘great at executing transactions, even in the most difficult circumstances’. Patrick Hardiman ensures a ‘win-win situation’ in his transactions, and Ronald Jacobson is an ‘excellent relationship manager’. Warren Loui joined the Los Angeles office from O’Melveny & Myers LLP.
Capital markets: debt offerings
Index of tables
- Capital markets: debt offerings – advice to issuers
- Capital markets: debt offerings – advice to managers
- Leading lawyers
Capital markets: debt offerings – advice to issuers
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2
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- Baker Botts L.L.P.
- Covington & Burling LLP
- DLA Piper LLP
- Debevoise & Plimpton
- Dechert LLP
- Dewey & LeBoeuf LLP
- Faegre & Benson LLP
- Gibson Dunn
- Hogan Lovells US LLP
- Jones Day
- Kirkland & Ellis LLP
- Mayer Brown
- Morrison & Foerster LLP
- O’Melveny & Myers LLP
- Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Proskauer Rose LLP
- Vinson & Elkins L.L.P.
- White & Case LLP
- Winston & Strawn LLP
Capital markets: debt offerings – advice to managers
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Leading lawyers
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- Craig Arcella Cravath, Swaine & Moore LLP
- Kirk Davenport Latham & Watkins LLP
- Robert Downes Sullivan & Cromwell LLP
- David Goldschmidt Skadden, Arps, Slate, Meagher & Flom LLP
- Morton Pierce Dewey & LeBoeuf LLP
Offering ‘great, high-quality service’, Cleary Gottlieb Steen & Hamilton LLP fields substantial strength on the debt side and is widely regarded as having a ‘standout’ top-tier practice. Praised for its ‘deep bench of excellent lawyers’ as well as for its responsiveness, the firm advises a host of issuer and manager clients across all levels of debt market transactions, from investment-grade debt work to high-yield notes offerings and restructurings. With experience structuring debt deals sold both to US-based and foreign investors, the firm is well placed to serve a variety of client needs. Highlights on the manager side included advising Bank of America Merrill Lynch, Citi and Deutsche Bank Securities as managers in an exchange offer by AIG, and advising the underwriters, led by Citigroup Global Markets, in three SEC-registered debt offerings by Citigroup, totalling $3.75bn. The team also represented RBS Securities in Edison International’s $400m SEC-registered notes offering. Jeffrey Karpf and David Lopez advised the underwriters, including UBS Securities, JPMorgan Securities and Wells Fargo Securities, in a $400m SEC-registered offering by Unum Group. Nicolas Grabar and Jorge Juantorena represented the underwriters, including Credit Suisse and Goldman Sachs, regarding Southern Copper Corporation’s $1.5bn SEC-registered notes offering. The firm also advised the initial purchasers, led by Merrill Lynch, Barclays Capital, JPMorgan and Deutsche Bank Securities, in MGM Mirage’s $1.15bn Rule 144A convertible senior notes offering. On the issuer side, the team advised The Hartford Financial Services Group on a $1.1bn offering of senior debt in three tranches as part of a $3.3bn capital raise. It also represented American Tower Corporation in its shelf registration and subsequent $700m SEC-registered notes offering, and assisted Alcoa in a $1bn SEC-registered debt offering. Sandra Flow led in advising United Technologies Corporation regarding a $2.25bn SEC-registered debt offering. Duane McLaughlin and Edward Greene are also highly recommended. Roger Thomas retired from the partnership and is now senior counsel at the firm. Clients particularly rate the ‘good value for money’ and the team’s ‘flexible’ attitude to cost.
Cravath, Swaine & Moore LLP’s renowned securities practice is driven by a ‘really terrific’ team, from associate through to partner level. The New York firm draws on the strength of a large corporate team, and while it is already widely known as a top underwriter counsel, it is also steadily increasing its advice to issuers. In this regard, Eric Schiele led in representing Time Warner in two financing deals, advising on a $2bn registered debt offering in March 2010 and in a further $3bn registered debt offering in July 2010. The ‘really quick’ Andrew Pitts, who delivers ‘excellent quality of service’, advised Burlington Northern Santa Fe as the issuer of a $750m registered debt offering, together with the ‘excellent’ William Fogg. Kris Heinzelman acts as designated underwriter counsel to Hewlett-Packard, and recently represented Barclays Capital, Citi and JPMorgan in a $3bn registered debt offering. Craig Arcella advised Citi, Goldman Sachs, Bank of America Merrill Lynch, RBS, Deutsche Bank Securities and JPMorgan on the $1.1bn registered debt offering of Johnson & Johnson. John White is an ‘expert at everything’ and a ‘great resource’ to the team as a former director at the SEC. William Whelan and William Rogers are also highly recommended, and clients say ‘no task is too much’ for the team.
As the ‘name on everyone’s list’, Davis Polk & Wardwell LLP has a superb reputation amongst peers and clients alike. Able to provide top-tier advice on ‘giant deals’ to both issuers and managers, the practice advised on several key mandates in 2010. On the issuer side it advised ComCast Corporation in connection with a $4bn and further $5.1bn Rule 144A/Reg. S senior notes offering by NBC Universal, and also represented software enterprise company Oracle Corporation in a $3.25bn Rule 144A/Reg. S debt offering. Both transactions were led by Bruce Dallas in Menlo Park. Joseph Hall advised PepsiCo on a $2.25bn SEC-registered senior notes offering, while practice co-head Richard Truesdell advised CSX Corporation on a $800m SEC-registered offering of senior notes. On the manager side, the team acts as designated underwriter counsel to General Electric Capital Corporation, and in 2010 assisted the company in an aggregate $9bn SEC-registered debt offering. Richard Drucker provided counsel to JPMorgan Securities and Citigroup Global Markets as joint bookrunning managers in connection with the $3bn SEC-registered senior notes offering by Discovery Communications. Deanna Kirkpatrick represented Goldman Sachs, JPMorgan Securities, Morgan Stanley, Deutsche Bank Securities and RBS Securities as joint bookrunning managers in the $1.25bn SEC-registered notes offering by Hess Corporation. Truesdell also advised Banc of America Securities, BNP Paribas Securities and Citigroup global markets as joint lead bookrunning managers on Apache Corporation’s $1.5bn notes offering and a subsequent $1bn notes offering, both SEC registered. Co-chair Richard Sandler is recommended, along with Menlo Park-based Alan Denenberg. All individuals are based in New York unless mentioned otherwise.
Sidley Austin LLP delivers ‘much-valued counsel’ in a range of debt issues, and acts for both manager and issuer side clients. With a ‘significant focus’ on investment-grade debt work, the team is particularly noted for its long standing experience advising manager clients. The team advised the underwriters of Coca-Cola’s $1bn notes issuance to fund an acquisition deal in September 2010, and Craig Chapman in New York led a team advising Goldman Sachs, JPMorgan Securities and Banc of America Securities as managers of manufacturer Alberto-Culver’s $150bn SEC-registered senior notes offering in May 2010. It also acted as underwriter counsel to Deutsche Bank Securities, Goldman Sachs, JPMorgan Securities and Morgan Stanley in a $2bn surplus notes offering by the Teachers Insurance and Annuity Association of America (TIAA). Wells Fargo Securities is another key client, which the group advised in 25 separate offerings of $181m of index-linked structured notes in 2010. The team also has experience advising underwriters in note offerings made by REITs. New York-based partner Edward Petrosky advised the underwriters in a $2.25bn and subsequent $900m issuance of notes by Simon Property Group in 2010. On the issuer side, the firm advised Aon Corporation on an issuance of $1.5bn notes. James O’Connor and Jonathan Miller assisted Caterpillar Financial Services in the issuance of notes totalling $900m throughout 2010, and continue to represent the client in debt programs in jurisdictions around the world. Lisa Reátegui in the firm’s flagship Chicago office advised TD Ameritrade and its subsidiaries in a $150m private placement of fixed rate senior notes to institutional investors. Also highly recommended is New York senior counsel Norman Slonaker, who has almost 40 years’ experience in the arena. One client describes the firm as a ‘prized and appreciated partner in all transactions’.
Simpson Thacher & Bartlett LLP offers ‘extraordinary levels of responsiveness’ and ‘spot-on legal advice’ to both issuers and managers. Recent highlights on the debt side include advising Xerox Corporation on a $2bn debt securities offering. Leading this transaction was practice head Vincent Pagano, who ‘inspires confidence’ in clients. Contributing to the strength of the team’s issuer practice is Glenn Reiter, who has ‘outstanding knowledge and understanding’, and receives high praise for his ‘sound judgment’, ‘practical approach’ and ‘insightful, helpful and appropriate advice’. A ‘pleasure to work with’, Reiter, together with Lesley Peng, advised Microsoft Corporation regarding an offering of $1.25bn Rule 144A/Reg. S zero coupon convertible notes. Other key issuer clients of 2010 included Seagate Technology, which the firm advised in a $600m senior notes offering, and Wm Wrigley Jr Company, which the firm assisted in an aggregate $1.8bn senior secured notes offering. On the manager side, Gary Sellers and John Ericson advised the underwriters, including JPMorgan Securities and Barclays Capital, on a $2bn SEC-registered debt offering by Anadarko Petroleum Corporation. In a very high-profile transaction, Andy Keller advised the underwriters, led by Barclays Capital, BBVA Securities, BNP Paribas, Citi, Credit Suisse, Deutsche Bank Securities, HSB, RBS and Société Générale, in the $9.5bn public offering of debt securities by Kraft Foods in February 2010 following Kraft’s acquisition of Cadbury in January of that year. Keller also advised the underwriters, including JPMorgan Securities and Wells Fargo Securities, in the $8bn debt offering of Berkshire Hathaway. Art Robinson and Joseph Kaufman advised the intial purchasers, led by Goldman Sachs, JPMorgan Securities and Morgan Stanley, in NBC Universal’s $4bn sale of senior notes. Clients rate the team for its ‘unfailingly prompt’ responses.
Sullivan & Cromwell LLP’s securities practice receives top praise for its ‘impeccable service’ coupled with ‘perfect knowledge and superb business acumen’. With ‘unlimited manpower of the highest quality’, the large team advises a host of issuer and manager clients, and reports a steady flow of debt capital markets work in 2010. Key highlights included Neal McKnight advising Anheuser-Busch Inbev in a $3.23bn Rule144A/Reg. S senior notes offering, and also in a $5.5bn Rule 144A/Reg. S unsecured notes offering. In early 2010, David Harms also represented the underwriters in United Technologies’ $2.25bn SEC-registered global notes offering. The firm couples its strength in advising managers with an equally impressive roster of issuer-side clients. The team recently advised Popular on its equity offering of $150m depository shares in order to raise capital for its FDIC-assisted acquisition of Westernbank Puerto Rico. The ‘excellent’ William Farrar is ‘very knowledgeable and always available’, and advised Vornado Realty in a $460m offering of public incomes notes. Also singled out at the firm is chairman Joseph Shenker, who has broad securities expertise and ‘excellent business judgment’, and finance group managing partner Robert Downes. Clients and peers consistently rate the team for its ‘outstanding expertise’.
The ‘top-notch’ securities practice at Cahill Gordon & Reindel has an excellent reputation as the ‘firm of choice for underwriter advice’, and has a wealth of experience in the debt arena. Coupled with outstanding high-yield debt market knowledge, the team advises a host of leading investment banks including Bank of America Merrill Lynch, Citigroup and UBS Securities. Jonathan Schaffzin and Daniel Zubkoff advised the initial purchasers in a $775m Rule 144A/Reg. S senior notes offering by dialysis service provider DaVita. Zubkoff and Corey Wright also assisted the underwriters in three senior notes offerings totalling $3bn by DIRECTV. The highly recommended James Clark, together with Michael Ohler, represented Barclays Capital, BNP Paribas Securities and RBS Securities as dealer manager in the cash tender offers by homebuilder PulteGroup to repurchase $500m of debt for six note series. Clark and others also represented Banc of America Securities, JPMorgan Securities and Wells Fargo Securities in the $1bn senior notes offering by NASDAQ OMX. William Hartnett and Stuart Downing represented Banc of America Securities, Deutsche Bank Securities, Jefferies & Company and UBS Securities as joint bookrunning managers, and Credit Agricole Securities (USA), RBS Securities and Stifel, Nicolaus & Company as co-managers in the $225m Rule 144A/Reg. S offering of senior notes by Omega Healthcare Investors. The firm’s formidable track record is well recognised by clients.
The ‘strong’ debt offerings practice at Latham & Watkins LLP has a depth of expertise and is coupled with top-tier high-yield debt capabilities. Led by global capital markets practice co-chairs Alexander Cohen in Washington DC and Kirk Davenport in New York, and also featuring corporate vice chairman Marc Jaffe, the group is widely recognised for its experience representing both issuers and managers. The team has substantial knowledge of the convertible bonds market, recently demonstrated in the advice provided by the New York-based Witold Balaban to the underwriters on Gilead Science’s $2.5bn convertible bond offering. Acting as underwriter counsel from New York, Jonathan Rod advised Barclays Capital in two transactions in 2010: a $3.5bn Rule 144A investment-grade bond offering of William Partners, and a $450m Rule 144A investment-grade bond offering of Trans-Allegheny Interstate Line Company. Gaining praise for its issuer advice, the firm had a very active year across all of its domestic practices. Its Orange County team advised Allergan on a $650m bond offering, and also Amgen on $2.5bn of registered dual investment grade bond offerings. Greg Rodgers in New York advised Broadcom Corporation on a $700m Rule 144A investment-grade debt offering, and Christopher Lueking in Chicago assisted IDEX Corporation on a $300m registered investment-grade bond offering. On the West Coast, Keith Benson represented Digital Realty Trust on a $500m Rule 144A investment-grade bond offering and also assisted Safeway on a $500m registered investment-grade bond offering, while in Los Angeles, Julian Kleindorfer advised Hudson Pacific Properties on a $80m registered bond offering. The firm’s impressive list of issuer clients makes the practice increasingly strong in the arena.
Rendering ‘excellent client service’, Shearman & Sterling LLP has a steady debt offerings practice, and provides ‘prompt answers’ to both issuer and manager clients. Calling on the firm’s resources worldwide, the team has an established reputation domestically and beyond. Illustrative of the practice’s growing practice advising underwriters, the ‘knowledgeable’ Stuart Fleischmann represented Barclays Capital and HSBC Securities (USA) as joint bookrunners and representatives of the initial purchasers regarding Banco Nacional de Desenvolvimento Economico (BNDES)’s $1bn Rule 144A/Reg. S offering of investment-grade notes. With a focus on convertible bonds, Robert Evans represented JPMorgan Securities and Credit Suisse Securities (USA) as lead joint bookrunning managers regarding the $570m registered public offering of senior subordinated convertible notes by Navistar International Corporation. Head of the firm’s Latin America practice, New York-based Antonia Stolper handled a notable restructuring case in May 2010, advising Mastellone Hermanos in the restructuring of its outstanding notes and loans pursuant to an exchange offer, a transaction worth $210.7m. The team is well known for its breadth of experience and expertise, and advises clients from a range of industries and sectors. The highly recommended David Beveridge leads the firm’s capital markets practice in the Americas, and Lisa Jacobs is also singled out, for her knowledge in the investment-grade debt arena.
Acclaimed for its ‘outstanding level of service’, the ‘excellent’ securities team at Skadden, Arps, Slate, Meagher & Flom LLP has a depth of experience across all types of debt offerings. With a focus on industries including healthcare, energy, technology and real estate, the practice continues to build on its impressive roster of issuer clients. Co-head of the global corporate finance group Stacy Kanter is highly praised for her ‘good, practical advice and substantive knowledge’, and recently advised biopharmaceutical company Gilead Sciences on a $2.5bn Rule 144A offering of convertible senior notes. Kanter also advised credit ratings agency Moody’s in a $500m offering of 5.5% senior unsecured notes, and geospatial information company DigitalGlobe in a $182m secondary common stock offering. Richard Aftanas advised RRI Energy and Mirant Corporation in GenOn Escrow’s $1.2bn notes offering. Aftanas also advises Coca-Cola in its debt offerings. Acting for the underwriters, Kanter represented Merrill Lynch, Pierce, JPMorgan Securities, Fenner & Smith and Wells Fargo Securities in the $335m secondary offering of common stock by glass fiber manufacturer Owens Corning. Aftanas assisted Barclays Capital, BNP Paribas Securities and UBS Securities as joint bookrunning managers in the $550m senior notes offering by the Pacific Gas and Electric Company. Among the ‘creative and responsive’ members of the team, David Goldschmidt is singled out for his expertise advising REITs, and technology and communications companies. Goldschmidt recently advised Credit Suisse as lead underwriter in the $113m common stock offering by Two Harbors Investment Corporation, and JPMorgan Securities and Bank of America Merrill Lynch as joint bookrunning managers in Getty Realty’s $144m offering of common stock. Los Angeles-based Gregg Noel is also recommended, and represented Deutsche Bank Securities and JPMorgan Securities in the $1.2bn common stock offering by The Macerich Company, the largest ever follow-on offering for a REIT.
The ‘first-class’ Weil, Gotshal & Manges LLP continues to build an excellent profile in the capital markets arena for debt offerings advice to both issuer and manager clients, with a depth of experience across industries including media, healthcare, technology and hospitality. The team ‘does a great job’ and is highly visible in the markets, and co-heads of the New York-based practice Matthew Bloch and Rod Miller are both recommended for their securities expertise. Highlights of 2010 included David Lefkowitz’s advice provided to NBC Universal and General Electric in the $5.1bn senior unsecured notes offering by NBCU to part finance a joint venture. Bloch represented DIRECTV regarding a $3bn investment-grade senior notes offering pursuant to its shelf registration. Also on the issuer side, Miller advised MGM Resorts International in three offerings in 2010, comprising a $845m offering of senior secured notes, a private offering of $1.15bn convertible senior notes and a $500m senior notes offering. Acting for the underwriters, Miller represented JPMorgan Securities, Morgan Stanley, Banc of America Securities and Citigroup Global Markets in Microsoft’s first public debt offering of $3.75bn AAA investment-grade notes. Miller also advised Microsoft as issuer of a $4.75bn investment grade notes offering pursuant to its shelf registration. The group is also highly regarded for its superb track record in financial restructuring matters.
Split between offices in Houston and Dallas, the ‘excellent’ securities practice at Baker Botts L.L.P. has a solid reputation as issuer-side counsel, particularly in the oil, gas and energy sectors. The team is increasing its focus in advising technology, telecoms and media clients, and also has experience in advising on master limited partnership (MLP) offerings. The team advised Motiva Enterprises in a $2bn Rule 144A senior notes offering, and also assisted Dr Pepper Snapple Group in a $850m public offering of senior notes. Other key issuer clients include Transocean and drilling contractor Noble Corporation. In addition, the ‘knowledgeable’ Gerry Spedale advised the managers in connection with Plains All American Pipeline’s public offering of $400m senior notes. Josh Davidson advised the managers of DCP Midstream Operating’s $250m senior notes offering, and Joe Poff represented the managers in connection with a $500m senior unsecured notes offering by Enbridge Energy Partners.
Rated ‘A+’ for service and knowledge, Covington & Burling LLP’s securities practice has a growing profile and reputation. In the debt markets, the firm has recent experience advising issuers on investment-grade and high-yield offerings. The team represented Goodyear Tire and Rubber Company in a $1bn senior notes registered offering, a $650m registered exchange offer and a $1bn registered offering of 10.5% senior notes. It also advised LIN Television in a $200m Rule 144A senior notes offering, and the National Football League in a $835m Rule 144A offering of football club term note trust certificates. Jointly heading up the practice in New York and Washington DC respectively, Bruce Bennett is ‘extraordinarily knowledgeable and responsive’, while David Martin, a former SEC director, is ‘exactly the kind of SEC alum one needs in a pinch’. Wilmington Trust Company and Pepco Holdings are key clients for debt offerings. Also recommended is the Washington DC-based David Engvall, who ‘partners responsiveness, practicality and a mastery of the issues while keeping costs down’.
A ‘first-rate law firm’, Debevoise & Plimpton has a strong debt practice, with notable expertise advising on the issuer side, particularly in high-yield transactions. Co-chairs of the securities group Alan Paley and Peter Loughran are ‘excellent’, and the team has broad experience in advising clients from different sectors. The firm has an outstanding reputation for private equity work, and the team is adept at handling related securities deals. Recent highlights for the group include advising Westpac Banking Corporation in a $1bn notes offering and a $2bn notes offering, and assisting Manulife Financial Corporation in a $600m and a $500m senior notes offering, with both transactions handled by Paley. Loughran, together with the ‘very responsive’ Paul Rodel, advised Itaú Unibanco Holding in a $1bn 5.75% subordinated notes offering and in a further $1bn 6.20% subordinated notes offering. The same team also represented Globo Comunicação e Participações in the $325m offering of senior secured exchangeable notes of Pontis. Providing underwriter advice, Matthew Kaplan represented Banc of America Securities, Deutsche Bank Securities and UBS Securities as joint bookrunning managers in the $300m senior notes offering by CIGNA Corporation. Loughran also advised the bookrunning managers Bank of America Merrill Lynch, Credit Suisse, HSBC, Deutsche Bank Securities, Wells Fargo Securities and UBS in MetLife’s senior notes and floating rate senior notes offering totalling $3bn. Steven Slutzky is also recommended, and clients praise the team’s ‘high-quality service’.
The securities team at Dechert LLP has broad experience in debt offerings, and is known for its expertise in the technology, real estate, retail and life sciences industries, among other sectors. The team advises both issuers and managers on investment-grade debt offerings, and also has a notable high-yield debt capability. Recent underwriter mandates include advising Citigroup Global Markets, RBC Capital Markets and Standard Bank in a $450m Rule 144A/Reg. S senior secured notes offering of Caribbean-based telecommunications company Columbus International, and also representing JPMorgan Securities as initial purchaser in Corpbanca’s $115m Reg. S senior notes offering. Both transactions were led by Howard Kleinman LLP in New York. Former corporate finance co-head Bonnie Barsamian left to join Fried, Frank, Harris, Shriver & Jacobson LLP in January 2011. Thomas J. Friedmann in the firm’s Washington DC office is singled out.
Providing ‘excellent counsel’, Dewey & LeBoeuf LLP maintains top experience and expertise in healthcare, insurance, energy and retail. The firm has a well-established reputation in these areas, and often attracts major instructions from multinationals and other corporations. The firm advises both issuer and manager clients, and reports an increase in high-yield debt offerings, an area in which the practice has a steadily developing profile. Co-chair of the firm’s global corporate finance practice Frank Adams manages a ‘great team’ of ‘smart and efficient’ lawyers. In August 2010, Adams led in providing advice to Johnson & Johnson regarding a $550m registered public offering of 2.95% notes and a further offering of 4.50% notes. The transaction was particularly significant as all notes were issued with the lowest coupon ever achieved by a corporate issuer. Also on the issuer side and demonstrative of the firm’s strength in the insurance industry, co-chair John Schwolsky together with Vladimir Nicenko advised Metlife in several offerings to raise $15.6bn for the acquisition of ALICO. The deal comprised a $3.6bn offering of common stock, four senior notes offerings of total value $3bn, $3bn common equity units seller financing and $6bn of other seller financing, including common stock and tracking preferred stock. Acting as manager counsel, the team represented Barclays Capital regarding a $225m senior notes offering by The New York Times Company in November 2010. Clients rate the firm’s ‘partner attention’ and are also appreciative of the team’s ‘efficient billing’.
With a strong emphasis on providing counsel to issuer clients, DLA Piper LLP has ‘excellent experience’ and debt offerings knowledge which ‘goes beyond the legal mechanics’. The team is highly rated for its ‘focus on the material issues of the transaction at hand’ and its ‘client inclusion’. The firm acts for clients in the real estate, natural resources, sports and technology sectors, and with the arrival of two new partners in 2010 in Chicago and New York respectively, the firm is steadily growing its wider capabilities. The ‘extremely knowledgeable and responsive’ Jamie Knox represented Life Technologies in a senior notes offering of aggregate amount $1.5bn in March 2010. JDA Software Group is another key issuer client. Jack Kantrowitz is also recommended, while global chair of the corporate and finance practice Roger Meltzer is a ‘top-notch lawyer’ and has over 30 years’ experience in the field.
‘Excellent on all accounts’, Faegre & Benson LLP continues to focus on issuer clients. The Minneapolis-based capital markets group had an active year across debt work, and advised key client Wells Fargo & Company in 41 public debt offerings. This included assisting the bank in a $1.25bn public offering of fixed rate notes, the establishment of a $25bn EMTN program and a $25bn structured MTN program, and 15 public offerings of structured notes linked to exchange-traded funds. The firm also represented Target Corporation regarding a $1bn fixed rate notes public offering, and financial services company Ameriprise Financial in connection with a $750m public offering of senior fixed-rate notes. Longstanding clients for the group include Archer-Daniels-Midland Company and Bemis Company. The ‘very efficient’ Sonia Shewchuk provides ‘prompt responses and useful advice’, and has notable experience in structured notes offerings. James Nicholson does an ‘outstanding job’.
Gibson Dunn’s capital markets practice is led by Kevin Kelley in New York and Stewart McDowell in San Francisco, spanning the US and advising managers and issuer clients on a range of debt transactions. With a strong track record in the arena, recent highlights on the issuer side for the group include advising Xilinx on a $600m Rule 144A convertible notes offering, a transaction handled by McDowell. Andrew Fabens in Washington DC advised Kraft Foods regarding a $9.5bn notes offering for an acquisition financing, while Denver-based Richard Russo advised longstanding client The Williams Companies on two separate Rule 144A debt issuances, each of $3.5bn notes. The highly recommended Steven Finley in New York also advised Tyco International in a $500m notes offering. On the manager side McDowell represented various underwriters, including Wells Fargo Securities, Goldman Sachs and Morgan Stanley, in several debt transactions of Wells Fargo, including a $25bn MTN offering, a $2bn MTN offering, a $3.5bn offering of floating rate notes and a $2.844bn remarketed senior debentures offering. Kelley represented Morgan Stanley, Banco Santander, Banco Bradesco and BCP Securities in Banco BMG’s $250m Rule 144A subordinated notes offering. Douglas Smith in San Francisco has a depth of experience in advising underwriters, and assisted Banc of America Securities in AMB Property’s $500m notes offering. Other manager clients include Barclays Capital, Santander Global Banking & Markets, and Deutsche Bank Securities.
Hogan Lovells US LLP has a growing reputation in the capital markets arena for its issuer advice and particular strength in advising REITs on securities matters. The practice is split between Denver and Washington DC, with co-heads of the practice Paul Hilton and David Bonser based in each city respectively. Recent mandates for the group include advising Regal Entertainment Group in a $275m 9.125% senior notes offering, and representing Choice Hotels International in a $250m offering of 5.70% senior notes. The firm’s regulatory expertise attracts technology-sector clients to its securities practice, and a team from the Baltimore office recently advised network specialist Ciena Corporation in a $375m private placement of convertible senior notes. The team is also growing its capabilities to advise manager clients, and represented Bank of America Merrill Lynch, Citi and Wells Fargo Securities as joint bookrunning managers in Liberty Property Limited Partnership’s $350m senior notes offering. The team is highly recommended by clients.
Jones Day has strong debt capital markets expertise, including a significant offering in the high-yield arena. The firm’s flagship office is in Cleveland, and the capital markets practice is also active in New York, Chicago and Houston. It has a reputation for industry-specific strengths, including in the technology, broadcasting and energy areas. Global practice head Christopher Kelly is based in New York and, together with Michael Solecki in Cleveland, recently represented industrial services provider Harsco Coporation in a $250m senior notes offering. Other issuer highlights include Solecki’s advice to Developers Diversified Realty Corporation in an issuance of $350m convertible notes. Edward Winslow and Timothy Curry, located in Chicago and Palo Alto respectively, led in providing advice to SanDisk Corporation in a $1bn issuance of 4.450% senior convertible notes. Winslow also advised Lennox International in a $200m offering of 4.9% notes. Charles Haag and Troy Lewis in the Dallas office assisted Kaiser Aluminium Corporation on an issuance of $175m cash convertible senior notes. Robert Joseph in Chicago has a wealth of expertise in advising energy sector clients, recently advising Xcel Energy in a $550m public senior notes offering, and the client’s subsidiary the Public Service Company of Colorado in a $400m public offering of first mortgage bonds. On the manager side, Winslow advised JPMorgan Securities, BNP Paribas Securities and UBS Securities as representatives of PepsiCo’s $2.25bn senior notes offering, and assisted JPMorgan Securities and RBS Securities as dealer managers in a cash tender offer of PepsiCo’s $2bn senior notes.
Headquartered in Chicago and with a strong capital markets focus in New York, Kirkland & Ellis LLP delivers a ‘very high level of service’ to clients. With ‘excellent knowledge and customer service’, the firm is particularly known for the strength of its issuer representation, in part thanks to the ‘vibrant’ private equity practice at the firm. Key high-profile clients include Kellogg and Boeing. The practice also has a substantial high-yield debt capability, which continues to go from strength to strength. Recent highlights for the firm include advising Wyndham Worldwide Corporation in a $250m 7.375% senior notes offering, and in a further offering of $250m of 5.75% senior notes, a transaction led by New York-based Christian Nagler. Carol Anne Huff in Chicago advised US Concrete regarding a $55m subscription offer for convertible secured notes. Joshua Korff in New York is also highly recommended, and Chicago-based Gerald Nowak is ‘quick to respond’ and praised for his ‘common sense and practicality’. Clients also rate Nowak’s ‘ability to distil a complicated matter down’. Dennis Myers in Chicago is singled out for his experience.
Mayer Brown’s securities practice is ‘responsive and nimble’, and has experience advising both issuers and underwriters. The team ‘always comes through’ for clients, and has ‘a great deal of knowledge about the debt markets’ as well as being ‘on top of the latest trends and terms’. The focus of the practice remains in Chicago, where the team has experience advising issuers, illustrated by Philip Niehoff’s recent advice provided to longstanding client Abbott Laboratories regarding a $3bn notes offering. Michael Hermsen also advised TransCanada PipeLines in a $1.25bn senior notes offering. The team has an active practice in New York, and also in Houston, with the latter attracting many oil and gas instructions. The addition of Dallas Parker, former managing partner of the Houston office of Thompson & Knight LLP in March 2010, increased the firm’s profile in the area. Providing ‘excellent underwriter counsel’ in Chicago, Edward Best, together with new partner David Bakst in New York, who joined from Eiseman Levine Lehrhaupt & Kakoyiannis, represented the Canadian Imperial Bank of Commerce in a $1.5bn offering of senior notes, a transaction demonstrating the firm’s cross-border capabilities. Best also advised Barclays Capital in a $750m and a $1.75bn offering by The Dow Chemical Company, and Morgan Stanley in the $850m senior notes offering by Dr Pepper Snapple Group. Singled out as a ‘guru’ for his expertise in debt offerings, Chicago-based David Schuette ‘balances legal expertise with a practical business perspective’. The team is praised for its ‘practical, not theoretical, advice’.
Morrison & Foerster LLP’s securities team is ‘responsive, well informed, and willing to help analyse issues and develop solutions’. Fielding a team of ‘trusted legal advisors’, the firm has experience in the technology, life sciences, and real estate arenas. Advising both issuers and underwriters, the practice is well known for its work for longstanding client Bank of America, and in 2010 it assisted the bank in over 100 debt offerings. It also represented the underwriters in the bank’s recent $1.5bn senior notes offering. James Tanenbaum and Anna Pinedo in New York are ‘stellar capital markets attorneys’, and provide ‘seamless service and solutions’. Clients rate their ‘genuine personalities’ that ‘soothe any concern and thoughtfully vet any challenge’. Acting for the underwriters, the team represented Merrill Lynch, Pierce, Fenner & Smith, Merrill Lynch International and Morgan Stanley in the $75bn Rule 3(a)(2) and Rule 144A/Reg. S program update of senior and subordinated bank notes for Bank of America. Indicative of the firm’s expertise in the technology sector, the group represented Kratos Defense & Security Solutions in a $225m Rule 144A/Reg. S offering of 10% senior secured notes, and also assisted Mantech International Corporation with a $200m Rule 144A/Reg. S 7.5% senior notes offering. The team also represented Alexandria Real Estate Equities in $454m exchange offer of common stock, and Southwest Gas Corporation in a $125m registered offering and shelf takedown of senior notes. New York-based Thomas Humphreys offers ‘expert counsel’ for tax-related capital markets work, and Robert Mattson in San Francisco has ‘lots of technical knowledge and experience’.
The capital markets group at O’Melveny & Myers LLP is praised for its ‘true service orientation’ and has experience in advising issuers and managers in debt transactions, as well as high-yield debt expertise. Los Angeles-based John-Paul Motley and David Johnson led in providing advice to International Lease Finance Corporation in a $3.9bn Rule 144A/Reg. S senior secured notes offering and in a $500m unsecured notes offering. Acting for the underwriters, co-chair Peter Healy represented Deutsche Bank Securities, JPMorgan Securities, DNC Capital Markets, SunTrust Robinson Humphrey and UBS Securities in the public offering of Avalon Bay’s $250m aggregate principal amount of MTNs. Johnson also led in advising Barclays Capital, HSBC and UBS Investment Bank as joint bookrunning managers in Toyota Motor Credit Corporation’s offering of $1bn 1.375% notes. The ‘extremely responsive’ Brophy Christensen in the San Francisco office is recommended.
Paul, Weiss, Rifkind, Wharton & Garrison LLP’s capital markets practice is renowned for the quality of its issuer-side advice. Singled out for its ‘courteous service and professionalism’, the team of ‘strong and effective advocates’ has a very active debt offerings practice. The ‘very knowledgeable’ John Kennedy leads the team alongside the highly recommended Edwin Maynard. Recent highlights include Andrew Foley advising the Canadian Pacific Railway Company regarding a $350m offering of senior unsecured notes. Foley also represented Canadian energy company Harvest Operations in a $500m Rule 144A offering of senior notes, a transaction which illustrates the firm’s expertise in the natural resources sector. Maynard recently advised Teck Resources in a $700m senior unsecured notes offering. Raphael Russo also assisted Spectrum Brands in a $750m Rule 144A senior secured notes offering, while Lawrence Wee advised a North American apparel company in a $250m Rule 144A senior secured notes offering. On the underwriter side, Foley represented Citigroup Global Markets, JPMorgan Securities, RBC Capital Markets and RBS Securities in relation to the $600m notes offering by Talisman Energy. Providing an ‘excellent level of service’, the team is praised for its ‘industry and technical knowledge’ in addition to its ‘timeliness of response’. David Huntington is singled out for his expertise, and clients recommend the ‘pragmatic advice’ offered by the firm.
Delivering an ‘excellent service’, Proskauer Rose LLP can call on the strength of a ‘deep team of professionals across all practices’ to provide advice on investment-grade debt offerings through to high-yield transactions. The team assists both manager and issuer clients, and is noted for its breadth of experience in the area. Co-head of the securities practice Frank Lopez is singled out for his ‘knowledge and service’, and is also praised for his ability to ‘identify solutions to complex situations’. Working alongside Lopez, Julie Allen is also highly rated. Recent issuer highlights for the team include advising Stream Global Services in a $200m Rule 144A senior secured notes offering, and assisting Celgene Corporation with an offering of three tranches of unsecured senior notes for an aggregate amount of $1.25bn. On the underwriter side, the firm’s high-profile client roster includes Jefferies & Company, Bank of America Merrill Lynch, Goldman Sachs and Barclays Capital.
Vinson & Elkins L.L.P.’s securities practices has substantial experience in advising issuer clients, and assists in investment-grade debt transactions through to high-yield debt deals. Headquartered in Houston, the firm has a well-established master limited partnership (MLP) client base, and continues to maintain a very high profile in the energy sector, where it has a superb track record. Highlights for the team included advising Anadarko Petroleum Corporation in a $2bn senior notes offering, and also representing Continental Airlines in a $230m offering of convertible notes. Dallas-based Rob Little acted as co-counsel regarding Energy Future Holding Company’s $2.18bn offering of senior secured notes. Houston-based Mark Kelly leads the capital markets practice and is recommended for his knowledge in the arena. Hunstman International and Clear Channel Worldwide Holdings are also clients on the high-yield side.
White & Case LLP’s debt expertise spans investment-grade debt offerings through to high-yield transactions, and the team has a strong focus on issuer-side advice. Recent highlights include Kevin Keogh advising health benefit company WellPoint in two offerings, one of $700m 4.350% notes and a further offering of $300m 5.8% notes. Keogh also represented oil and gas exploration company Hess Corporation in a $1.25bn SEC-registered public offering. On the manager side, Gary Kashar and Colin Diamond advised Morgan Stanley as the sole bookrunning manager, and Mitsubishi UFJ Securities (USA) as senior co-manager, regarding two $800m offerings of senior notes by CF Industries Holding. Ron Brody is also highly recommended.
A new name in the ranking, Winston & Strawn LLP is ‘coming on’ in its capital markets capabilities and profile in the area. The ‘responsive’ Jim Junewicz in Chicago leads the team, and the ‘thorough and smart’ James Reum is also recommended. The team has a strong issuer-side track record, recently advising Amsted Industries regarding a Rule 144A private offering of $500m senior notes and also Motorola in its tender offer to purchase $500m of outstanding public debt. On the manager side, Bank of America is a key client for the group, and Junewicz represented the bank together with the other underwriters in Stryker Corporation’s $1bn debt offering in two tranches of $500m. The firm is also designated underwriter counsel to Exelon Corporation, and represented the managers in Exelon Generation Company’s $900m offering of senior notes.
Clifford Chance has a wealth of experience in debt offerings, and a substantial high-yield debt capability. Clients rate the ‘excellent service’ and ‘committed, supportive and attentive’ team members. The firm has an excellent track record in advising managers of debt offerings by clients in the real estate, healthcare, hospitality and financial services sectors. Practice co-head Alex Camacho recently led a team in advising Citibank and JPMorgan as the initial purchasers of a $600m senior unsecured noteS offering by Aviation Capital Group Corporation. Alongside Camacho is co-head Jay Bernstein, who represented Banc of America Securities regarding the issuance of 8.00% senior convertible notes by Alexandria Real Estate Equities. Tony Lopez advised JPMorgan Securities, Morgan Stanley and Wells Fargo Securities regarding the $250m 6.75% senior notes public offering by Duke Realty Partnership. Gary Brooks and Evan Cohen are highly recommended and are part of a ‘hands-on and very experienced’ team.
With ‘cutting-edge securities expertise’, Fried, Frank, Harris, Shriver & Jacobson LLP is well known for its manager-side representation. The team acts as designated underwriter counsel to Procter & Gamble, and recently represented Banc of America Securities, Deutsche Bank Securities and Goldman Sachs & Co as lead underwriters in P&G’s $1.25bn public offering. Recent highlights include acting for Credit Suisse Securities (USA) as the sole underwriter in Annaly Capital Management’s $500m convertible senior notes offering in February 2010, and also in a further $100m convertible senior notes offering in March 2010. The ‘exceptional’ Valerie Ford Jacob, together with the ‘analytical’ Michael Levitt, advised JPMorgan, Bank of America Merrill Lynch, Barclays Capital and UBS Securities as lead underwriters of a $850m Rule 144A senior notes offering and a $650m Rule 144A senior notes offering by Republic Services. The team also acted for the initial purchasers in Republic Services’ $600m Rule 144A senior notes offering. Andrew Barkan and the ‘top-notch’ Stuart Gelfond advised Bank of America Merrill Lynch, Morgan Stanley, RBS Securities, Wells Fargo Securities, Barclays Capital, Calyon, JPMorgan Securities, Mitsubishi UFJ Securities and US Bancorp Investments in Quest Diagnostics’ offerings of $500m senior notes and $250m senior notes. On the issuer side, the team recently advised SPX Corporation in a $600m aggregate principal senior notes offering, and also Grupo Televisa in a $600m privately placed senior notes offering. Daniel Bursky is also recommended. The team is praised as ‘delivering a high level of depth in multiple practice areas’ and for its ‘partner work ethic and institutional culture that places the client’s needs above all competing interests’.
Capital markets: equity offerings
Index of tables
- Capital markets: equity offerings – advice to issuers
- Capital markets: equity offerings – advice to managers
- Leading lawyers
Capital markets: equity offerings – advice to issuers
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2
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3
- Baker Botts L.L.P.
- Clifford Chance
- Covington & Burling LLP
- Dechert LLP
- Faegre & Benson LLP
- Fried, Frank, Harris, Shriver & Jacobson LLP
- Gibson Dunn
- Goodwin Procter LLP
- Hogan Lovells US LLP
- Jones Day
- Kirkland & Ellis LLP
- Mayer Brown
- Morrison & Foerster LLP
- O’Melveny & Myers LLP
- Paul, Hastings, Janofsky & Walker LLP
- Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Proskauer Rose LLP
- Sutherland Asbill & Brennan LLP
- Vinson & Elkins L.L.P.
- Weil, Gotshal & Manges LLP
- White & Case LLP
Capital markets: equity offerings – advice to managers
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Leading lawyers
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- Alan Beller Cleary Gottlieb Steen & Hamilton LLP
- Robert Buckholz Sullivan & Cromwell LLP
- Valerie Ford Jacob Fried, Frank, Harris, Shriver & Jacobson LLP
- Marc Jaffe Latham & Watkins LLP
- Matthew Mallow Skadden, Arps, Slate, Meagher & Flom LLP
- Leslie Silverman Cleary Gottlieb Steen & Hamilton LLP
- Richard Truesdell Davis Polk & Wardwell LLP
Cleary Gottlieb Steen & Hamilton LLP fields an ‘incredibly deep pool of lawyers’ and provides ‘excellent service’ in the equity capital markets arena. Clients describe the firm as having ‘no peer in terms of securities law expertise’, with a team of ‘intelligent, highly trained and highly motivated lawyers’ from associate to partner level. As a ‘go-to firm for thorny securities law questions’, the group advises managers and an increasing number of issuer clients. It handled a steady flow of US public offerings in 2010, with Craig Brod acting for The Hartford Financial Services Group in a $714m SEC-registered offering, and David Lopez assisting Higher One Holdings in its $124m SEC-registered IPO. Highlights on the manager side included Jeffrey Karpf’s advice to Citigroup Global Markets and others in the $340m SEC-registered IPO of Primerica. Leslie Silverman has a ‘very good understanding of the bigger issues and commercial trends’, and recently assisted Deutsche Bank Securities in a $1.8bn offering for the purchase of stock issued by Ford Motor Company. Silverman also advises the bank in offerings by the United States Treasury of warrants acquired under the TARP program. Nicolas Grabar has experience in the commodities sector, and in September 2010 advised Petrobras on a $67bn SEC-registered global offering. Also singled out are Alan Beller, the ‘very technically adept’ James Small, and Michael Dayan, who is ‘excellent at the details of equity derivative transactions’.
‘Excellent in dealing with difficult issues and working collaboratively to give the best advice’, Cravath, Swaine & Moore LLP receives top praise all round for its equity markets capabilities. ‘At the top of the legal world’, the team ‘always delivers 110 per cent and represents clients completely’. The practice spans IPOs and follow-on and structured equity deals, and acts for both issuer and manager clients. William Rogers represented marine transportation provider Safe Bulkers in its $72m offering and private placement of common stock. William Whelan assisted in one of the largest equity transactions of the first quarter of 2010, advising life insurance company Symetra Financial Corporation in its $420m IPO listed on the NYSE. Whelan also advised media company CBS Corporation in a $344m secondary offering. William Fogg and Erik Tavzel represented a group of underwriters led by Deutsche Bank Securities in the $950m secondary offering by the US Department of the Treasury of warrants to purchase JPMorgan Chase common stock. Fogg also provided advice to JPMorgan and Morgan Stanley on Green Dot Corporation’s $189m IPO on the NYSE. Also recommended is Andrew Pitts, who is ‘great at securities work’.
‘One of the best by a wide margin’, Davis Polk & Wardwell LLP has an outstanding reputation as a ‘top-notch firm’ at the ‘top of the charts’ for high-profile IPO mandates. Richard Drucker, Sarah Beshar and John Brandow advised a group 38 underwriters, including Morgan Stanley and JPMorgan as lead representatives, in connection with the $23.1bn IPO of General Motors Company. Michael Kaplan also advised MediaMind Technologies in its $58m IPO. In other equity offerings, Nicholas Kronfeld advised Greenhill & Co on a $253m SEC-registered secondary offering of common stock. Representing the underwriters, Kaplan advised Morgan Stanley and JPMorgan Securities as joint bookrunning managers in rare earth oxide producer Molycorp’s $394m IPO, and Alan Denenberg in Menlo Park advised Morgan Stanley and JPMorgan in the $200m IPO of Pacific Biosciences. The group also represented the underwriters in the $120m IPO of Qlik Technologies, Inphi Corporation’s $94m IPO, Tower International’s $81m IPO, and TeleNav’s $60m IPO. Practice co-chair Richard Truesdell, Joseph Hall and Menlo Park-based Bruce Dallas are all very active in the area. Co-leader of the practice Richard Sandler represented Goldman Sachs and JPMorgan Securities in a $1.6bn SEC-registered offering of common stock by The Hartford Financial Services Group, and also assisted Deutsche Bank Securities as sole bookrunning manager in a further $706m SEC-registered offering by the US Department of the Treasury to purchase common stock of The Hartford Financial Services Group.
Latham & Watkins LLP’s ‘formidable’ securities practice has a superb reputation and broad equity experience: the firm is ‘without a doubt’ at the top of the market. An ‘industry leader’, the firm has an excellent track record in IPOs, as well as renowned strength acting for issuer clients. In January 2010, the firm opened an office in Houston, and the team there advises on a range of capital market transactions, including IPOs and master limited partnership (MLP) offerings within the energy sector. Recent highlights for the Silicon Valley office include Patrick Pohlen’s advice to Codexis on its $78m IPO, and Kit Kaufman advising Avago Technologies on a $800m secondary offering. San Diego-based Craig Garner assisted Excel Trust on its $210m IPO, while David Dantzic in Washington DC advised CoreSite Realty Corporation on its $270m IPO. Continuing the breadth of experience across the US, Los Angeles-based Julian Kleindorfer advised Hudson Pacific Properties on its $217m IPO, and Scott Shean in Orange County advised Watson Pharmaceuticals on a secondary offering of $522m. With strength on the manager side, Washington DC-based Rachel Sheridan represented the underwriters, including Morgan Stanley, on the $238m IPO of Booze Allen Hamilton. In New York, vice-chairman of the corporate department Marc Jaffe advised the underwriters, including Bank of America Merrill Lynch, on the $272m IPO of Express Inc, and Peter Labonski represented Credit Suisse as manager of the $212m secondary offering of Kraton Performance Polymer. Steven Stokdyk in the Los Angeles office advised the underwriters, including JPMorgan, on RealD’s $230m IPO. Dana Fleischman joined the firm from Cleary Gottlieb Steen & Hamilton LLP in 2010, and brings experience in public offerings and private placements for domestic and international issuer and manager clients. Co-chairs of the capital markets group Kirk Davenport in New York and Alexander Cohen in Washington DC run an ‘excellent’ team.
‘Best in class’, Simpson Thacher & Bartlett LLP has a substantial issuer and underwriter practice in terms of equity capital market offerings. The firm has a reputation for work with private equity companies and for issuer clients, and has expertise in IPOs. In July 2010, Joseph Kaufman assisted in an innovative IPO for Kohlberg Kravis Roberts (KKR) on the NYSE; by combining KKR with its publicly traded affiliate KPE for the listing, no new equity proceeds were required for the IPO. Kaufman also advised discount store chain Dollar General, a portfolio company of KKR, in its $824m IPO (the largest retail IPO in 15 years) and in a further $807m secondary offering. Practice head Vincent Pagano is singled out as the ‘ultimate relationship partner- he always meets clients’ needs’. Pagano recently advised PPL Corporation on its concurrent offerings of common stock and equity units for $2.48bn and $1.15bn respectively, the largest equity capital ever raised by a utility company. Joshua Ford Bonnie is rated for his advice to issuers, and advised DynaVox in its $140m IPO in April 2010. On the manager side, Pagano represented the underwriters, including JPMorgan Securities, Barclays Capital, Credit Suisse Securities and Deutsche Bank Securities, regarding energy company EQT Corporation’s $550m offering of common stock. John Ericson also advised the underwriters in a $512m secondary equity offering by pharmaceutical company Warner Chilcott, and Gary Horowitz led in advising the underwriters, including Bank of America Merrill Lynch and Goldman Sachs, in the $419.5m IPO of Symetra Financial. The team receives praise for its ‘high degree of knowledge with respect to the client’s industry’. Avrohom Kess has ‘encyclopaedic knowledge of the rules and regulations’ as well as a ‘pragmatic approach to problem solving’. Joyce Xu made partner in 2010, and brings a focus on equity derivatives to the top level of the team.
Providing ‘top-notch knowledge and turnaround times’, the team at Skadden, Arps, Slate, Meagher & Flom LLP is renowned for its equity capital markets expertise; it is ‘one of the best overall’. The firm has been active in IPOs, particularly for non-US issuers, and advises several private equity companies. ‘At the tip of the spear’ and with ‘invaluable market knowledge’, the practice has a superb reputation for providing counsel to both underwriters and issuers. Gregory Fernicola led in advising Citigroup as selling stockholder, and its subsidiary Primerica, in Primerica’s $368m IPO of common stock. Richard Aftanas also has an excellent track record for IPOs, and is currently advising BankUnited in its IPO, as well as representing Everbank Financial in its proposed IPO, expected to raise $200m. Aftanas is also assisting truckload carrier and transportation services provider Swift Holdings in its pending $1bn IPO. David Goldschmidt has a ‘deep knowledge base’ and is the key contact for REIT advice, and assisted Starwood Property Trust in the largest mortgage REIT IPO to date. Phyllis Korff also advised FundCore Institutional Income Trust in its $500m IPO of common stock. ‘Extremely good’ at providing manager-side counsel, Fernicola, together with Jennifer Bensch, represented Goldman Sachs and Credit Suisse Securities (USA) as joint bookrunning managers in Accretive Health’s $138m IPO. Goldschmidt also advised JPMorgan Securities and Jefferies & Company as joint bookrunning managers in the proposed IPO of The Aveon Group. In California, Gregg Noel advised Credit Suisse (USA) and Oppenheimer & Co as lead underwriters in Douglas Dynamics’ $113m IPO. Co-head Stacy Kanter leads the practice from New York.
Sullivan & Cromwell LLP has a sizeable equity practice, and as one of the heavyweights in the arena it is particularly noted for its ‘outstanding expertise’ advising on the manager side. Recent issuer highlights include advising global shipping company Crude Carriers on its $256.5m SEC-registered IPO and NYSE listing, a transaction led by Jay Clayton. On the manager side, Catherine Clarkin and the highly experienced Robert Buckholz assisted the underwriters in the $339.3m IPO and NASDAQ listing of CBOE Holdings in June 2010. Buckholz also advised Goldman Sachs as lead underwriter in the $124m SEC-registered IPO of Higher One Holdings. Illustrating the firm’s prowess in dealing with complex transactions, corporate finance group managing partner Robert Downes advised the underwriters, including Credit Suisse, Barclays Capital, Citigroup Global Markets and JPMorgan Securities, as forward purchasers in the forward sale of NiSource’s SEC-registered $348.15m of common shares. Robert Reeder and Los Angeles-based Alison Ressler are also highly recommended for their expertise.
Debevoise & Plimpton has a ‘wonderful name’ for equity capital markets work, and is well known for the strength of its issuer practice. With an excellent track record in IPOs and other equity offerings, the ‘top-notch’ team has a depth of experience advising clients in particular sectors, with recent areas of focus including aviation and insurance. Co-chair of the group Peter Loughran advised American Airlines in a $430m offering of common stock, and also advised Bank of America Merrill Lynch, Credit Suisse, Deutsche Bank Securities, Wells Fargo Securities, UBS and HSBC as bookrunning managers in connection with MetLife’s $3.6bn offering of common stock. Loughran also provided advice to Goldman Sachs and Credit Suisse as lead bookrunning managers regarding the $332m IPO of KAR Auction Services, and assisted Deutsche Bank Securities in CVR Energy’s $68.6m secondary offering of common stock. The firm’s expertise extends to high-profile global offerings, including advising on AIA’s $20.5bn IPO listed on the Hong Kong Stock Exchange, and Manulife Financial Corporation’s C$2.5bn offering of common shares. Matthew Kaplan is recommended for his ‘intellect and work quality’, and also singled out are co-chair Alan Paley, Steven Slutzky and the ‘knowledgeable’ Paul Rodel, who made partner in 2010.
Fried, Frank, Harris, Shriver & Jacobson LLP fields a group of ‘impressive partners’, in addition to a ‘deep and talented pool of associates’, making the firm a popular choice for both manager and issuer clients in equity work. The ‘responsive, knowledgeable and available’ group is praised for its ‘exceptional performance, legal knowledge, industry expertise and superb judgment’. On the manager side, Valerie Ford Jacob and Paul Tropp advised Citi, Goldman Sachs, Bank of America Merrill Lynch, KKR Capital Markets and JPMorgan as joint bookrunning mangers in Dollar General’s $805m public offering of common stock. Tropp is praised as able to ‘navigate the interface of business and legal issues to drive seamless execution’. The firm continues to provide underwriter counsel to Navios Maritime Partners, Ares Capital Corporation and Chimera Investment Corporation. Other highlights included advising sole bookrunner Bank of America Merrill Lynch and co-manager Goldman Sachs on Cathay General Bancorp’s $125.6m common stock offering, and also representing Morgan Stanley and UBS as representatives of the underwriters in connection with the $100m IPO of Horizon Technology Finance. On the issuer side, the firm advised Tracinda Corporation as a selling shareholder in MGM Resorts International’s $350m public offering of common stock. Stuart Gelfond has an ‘unequalled worth ethic’ and provides ‘valued judgment and counsel’, and the ‘very capable’ Vasiliki Tsaganos in Washington DC has a ‘strong knowledge of the markets and good judgment on disclosure’. The ‘commercial’ Michael Levitt and Steven Scheinfeld are also recommended. Clients highly rate partner response times.
Shearman & Sterling LLP has great expertise for both issuers and managers, with strength across a wide range of sectors. Practice head David Beveridge advised Credit Suisse Securities (USA), Goldman Sachs and JPMorgan Securities as representatives of the underwriters in the $1bn IPO of Cobalt International Energy, the largest IPO of the past decade of a US-based oil and gas company. Also acting for the managers, Lisa Jacobs advised Deutsche Bank Securities as sole bookrunner, together with the underwriters, regarding the $1.8bn public offering of Ford Motor Company. The firm also excels in issuer-side work, and Joel Klaperman recently advised utility company and longstanding client Consolidated Edison on a $305m registered public offering of shares pursuant to an underwriting agreement with lead underwriter Morgan Stanley. The firm reports a boost in equity transactions in the Latin American market, and acts as designated underwriter counsel to Petróleo Brasileiro S.A.- Petrobras. In September 2010, New-York based Stuart Fleischmann advised the underwriters, including Merrill Lynch, Fenner & Smith Incorporated, Itaú USA Securities and Santander Investment Securities, on Petrobras’ $69bn offering. Head of the Latin American practice Antonia Stolper is also recommended.
Sidley Austin LLP has a ‘formidable legacy for capital markets work’, and its equity practice is renowned among peers and clients for its strength and experience; it is particularly noted for its ‘very strong underwriter practice’. The firm continues to have a strong REIT component to its equity practice, advising clients including Starwood Property Trust, Realty Income, and Kimco Realty Corporation on both the issuer and underwriter side in stock offerings. The team advised the managers regarding Campus Crest’s $354.2m IPO in October 2010, and also acted as manager counsel in United Natural Foods’ $146m issuance of common stock. Among the firm’s New York-based partners, Edward Petrosky offers ‘great underwriter counsel’ and Samir Ghandi is also singled out, with the latter recently acting for the underwriters in UDR’s $325.6m issuance of common stock. Eric Haueter in the San Francisco office advised the underwriters in Ruby Tuesday’s $78m offering of common stock. The firm is also developing its issuer-side work, and in July 2010 advised SMART Technologies on its $660m cross-border IPO. Robert Mandell in New York advised General Electric Capital regarding its $2.5bn exchange offer of trust-preferred securities, and the firm also advised Corsair Components in its proposed IPO.
Baker Botts L.L.P.’s Houston and Dallas offices house the firm’s capital markets practice, and the team’s impressive experience in the energy sector extends to its equity capabilities. The team advised NetSpend Corporation in its $235m IPO in November 2010, and Linn Energy in a $431.1m public offering of common units. It also represented CenterPoint Energy regarding a $314.6m public offering of common stock, and Berry Petroleum Company in a $234m public offering of Class A common stock. Drawing on its strong reputation for providing advice to MLPs, corporate department deputy chair Doug Rayburn represented the managers in equity offerings aggregating $566m by Targa Resource Partners. Kelly Rose represented the managers in Energy XXI’s public offerings of total amount $556m. David Kirkland leads the practice from Houston and advises issuer clients.
Cahill Gordon & Reindel has a steady equity capital markets practice, with particular strength advising underwriters, although the firm continues to be best known for its debt and high-yield debt work. Jonathan Schaffzin advised Piper Jaffray, Jefferies & Company, William Blair & Company and Wells Fargo Securities in DynaVox’s $140.6m IPO listed on NASDAQ. Schaffzin also assisted Bank of America Merrill Lynch and Stephens in a $42.5m secondary stock offering by Libbey. William Hartnett and Stuart Downing advised a group of managers, including JPMorgan Securities, Bank of America Merrill Lynch and Deutsche Bank Securities, in FelCor Lodging Trust’s $167m common stock offering in December 2010. Luis Penalver led in advising Raymond James as sole underwriter of a $41m public offering by StoneMor Partners. The firm also represented the managers in Consol Energy’s $1.83bn common stock offering in early 2010, a deal led by Susanna Suh and Stuart Downing. Highly recommended within the capital markets team are James Clark and John Tripodoro.
‘Outstanding to work with’, Clifford Chance has expertise in advising clients from sectors including real estate, healthcare and finance. The ‘incredibly creative and knowledgeable’ group has ‘very, very deep bench strength’ at both partner and associate level. It recently handled several IPOs in the REIT arena. Jay Bernstein, who ‘thinks outside the box’, together with the ‘sharp and knowledgeable’ Andrew Epstein, recently advised Apollo Commercial Real Estate Finance on its $100m IPO and listing on the NYSE and in a $100m follow-on offering, while Kathleen Werner advised Carey Watermark Investors on its IPO to raise $1bn. Larry Medvinsky and Jason Myers advised DLC Capital Management in a proposed $400m public offering and roll-up of its $1bn real estate portfolio. Elsewhere, the team provided advice to healthcare facilities company Cogdell Spencer in connection with a $45.5m common stock offering and a $40m common stock offering, in April 2010 and August 2010 respectively. Advising the managers, the team represented JPMorgan and Deutsche Bank Securities on the $150m IPO of Chesapeake Lodging Trust. Singled out from in the ‘securities law dream team’ are Alex Camacho, who is ‘a pleasure to work with’, and Per Chilstrom, who is ‘on top of all the details’, while associate Brian Hirshberg has ‘great interpersonal skills’. Clients particularly value the team’s ‘24/7 availability’, and have ‘complete confidence’ in its advice.
With ‘as strong a team to offer as anyone’, Covington & Burling LLP is gaining a reputation for its ‘strong execution’ and ‘very good service’ in equity offerings. The firm has experience in acting as issuer counsel to a range of corporates. Recent highlights include advising SandRidge Energy on a $200m private placement of convertible perpetual preferred stock and a $218m registered offering of common stock, and also assisting Trustmark Corporation in a $115m registered offering of common stock. David Engvall in Washington DC is singled out as a ‘superstar’, while co-heads of the practice Bruce Bennett and David Martin are also well known for their expertise. Former managing director at Merrill Lynch Frederick Knecht joined the team in 2009, adding ‘important depth to the team’ and bringing experience on the underwriter side. All partners are based in New York unless otherwise mentioned.
Dechert LLP has a solid track record assisting manager and issuer clients in IPOs and other equity offerings. Philadelphia-based James Lebovitz represented Bravo Brio Restaurant Group in its $161m IPO, while from the Washington DC office, Thomas J Friedmann represented KKR regarding the proposed $1.5bn IPO of KKR’s affiliate Corporate Capital Trust. Friedmann also represented Golub Capital BDC in its $103m IPO, and is currently advising an asset management company in its contemplated business development company formation and related IPO. PennantPark Investment Corporation has also been a recent key client, with the team assisting the company in several public offerings. Elsewhere, Friedmann is representing Bank of America Merrill Lynch as placement agent in the sale of $300m of common stock in a private placement (PIPE) transaction by Concho Resources. New York-based Howard Kleinman LLP assisted Citigroup Global Markets in the $250m American depositary receipts offerings by Companhia de Saneamento de Minas Gerais.
Dewey & LeBoeuf LLP’s securities team is praised as providing ‘cogent and clear advice’, and advises several key managers in equity capital markets matters. Leading the team on the equity side is practice co-chair Donald Murray, who, together with the rest of the team, is described as ‘a pleasure to deal with’. The team handles IPOs, follow-on offerings and other equity transactions. Murray and Eric Blanchard represented UBS and JPMorgan as underwriters to a $342m registered convertible notes and bond swap public offering by a healthcare industry REIT. Murray is also advising the underwriters, led by UBS and Jefferies & Company, in several pending IPOs in the life sciences and clean technology arenas. Peter O’Brien represented BNY Mellon Capital Markets as sales agent and Bank of New York as the forward counterparty in the establishment of Westar Energy’s $500m equity shelf programme with a forward purchase option: the first transaction of its kind within the energy sector. Clients commend the ‘nimble’ team as providing ‘very quick’ responses.
Faegre & Benson LLP is traditionally known for its issuer practice in the Midwest region, and has an excellent track record and an impressive client roster to match. The recommended Jonathan Zimmerman is extremely active in the area, and in April 2010 advised SPS Commerce in its $56m offering of common stock. Zimmerman, together with Morgan Burns, whom clients ‘can’t speak highly enough of’, also represented Northern Oil and Gas in its $86.25m common stock offering. The firm’s reputation on the manager-side continues to grow, recently representing Piper Jaffray, Wells Fargo Securities, Robert W Baird & Co and Stifel Nicolaus Weisel in connection with the $58.9m IPO of Gordmans Stores. Jason Day provides key support in the Denver office, and together with David Miller in Minneapolis advised Piper Jaffray, William Blair & Company and ThinkEquity as underwriters of the $27.6m IPO of GenMark Diagnostics. The firm is rated for offering ‘good value for money’.
Gibson Dunn’s equity offerings practice has traditionally been strong in offering underwriter advice, but the firm is steadily increasing its profile amongst issuer clients, advising on IPOs and other transactions. Washington DC-based Andrew Fabens advised Capital One Financial Corporation on its $1.6bn issuance of common stock, and also represented Towers Watson & Co in its $196m common stock offering, and Ancestry.com on its $100m IPO. Jonathan Layne in the Los Angeles office advised Dole Food on its $500m IPO, as well as assisting AECOM Technology Corporation in several common stock offerings. On the manager side, San Francisco-based co-chair Stewart McDowell advised Wells Fargo Securities and Goldman Sachs on Wells Fargo’s $12.25bn offering of common stock, and also advised Goldman Sachs on the $134m IPO of Financial Engines. Layne assisted Barclays Capital as underwriter of the $860m issuance of common stock by MGM Resorts International. In San Francisco, Douglas Smith advised Morgan Stanley as underwriter of AMB Property Corporation’s $499.7m common stock offering. Clients value the breadth of the practice, both in terms of expertise and geographical spread across the US.
Headquartered in the firm’s Boston office and chaired by the highly recommended Ettore Santucci, Goodwin Procter LLP’s capital markets practice has expertise in sectors including life sciences, biotech, IT, technology and real estate. The firm is traditionally known for its issuer work, and recently advised Aegerion Pharmaceuticals in its $47.5m IPO, and IntraLinks Holdings in its $143m IPO. Further issuer counsel was provided to Anthera Pharmaceuticals in its $85m IPO, and Tengion in its IPO. In the real estate arena, the team advised Terreno Realty Corporation in its $175m IPO. It also represented DiamondRock Hospitality in its $193.2m registered equity offering. On the manager side, the group represented Citi, Bank of America Merrill Lynch, Credit Suisse and Deutsche Bank Securities in the $500m Rule 144A equity offering by Digital Realty Trust, and assisted the underwriters of the IPOs of SS&C Technologies and SPS Commerce. Edward King has expertise in advising clients from the technology sector, while Michael Maline continues to provide key support in New York. The practice grew with the addition of two new partners in 2010; in New York Peter LaVigne joined from Sullivan & Cromwell LLP, with expertise in compliance and regulatory issues, and Christopher Austin joined from Ropes & Gray LLP, bringing technology and life sciences experience on the manager side.
Hogan Lovells US LLP is ‘making a strong commitment to capital markets’, with notable experience in the REIT arena. Clients recommend the ‘outstanding levels of service’, delivered by ‘knowledgeable, responsive, highly skilled and efficient’ lawyers. The firm is known for the strength of its issuer advice, and recent highlights include advising KEYW Holding Corporation in its $104.6m IPO, and representing Smithfield Foods in a $300m follow-on offering of common stock. Practice co-chair and the ‘technically very competent’ Paul Hilton is based in the Denver office, and ‘always strives to give practical and useful advice’. Hilton recently assisted Royal Gold in a $250m common stock offering. Elsewhere, Washington DC-based practice co-chair David Bonser led in advising Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley and Wells Fargo Securities in Hudson Pacific Properties’ $250.2m IPO. Clients also include Chesapeake Lodging Trust and DuPont Fabros Technology. Denver-based Keith Trammell is ‘always available and very responsive’.
Jones Day is renowned for its experience assisting issuers in equity offerings, and its impressive client roster features Thomas Properties Group, Evercore Trust, Temasek Holdings, Xcel Energy and Aqua Bounty Technologies. Highlights of 2010 included advising rare earths producer and technology company Molycorp Minerals in its $407.9m IPO, a transaction led by practice leader Christopher Kelly in New York, Gregory Shumaker in Washington DC, and Michael Solecki in Cleveland. Robert Clarkson and Stephen Gillette in Palo Alto Valley advised Oclaro on its $82.8m public offering of common stock. The International Coal Group is another recent client. On the underwriter side, the team counts Jefferies & Company, Morgan Stanley and Macquarie Capital (USA) as clients. Charles Haag in Dallas and Timothy Melton in Chicago also have experience in equity-related offerings. Clients highly rate the co-operation between the firm’s domestic offices.
Kirkland & Ellis LLP’s team provides ‘sound business advice’ to clients and is praised for its ‘high level of responsiveness’. The firm’s strength in private equity work translates into expert issuer advice, delivered with a ‘seamless service’ which clients rate as being ‘truly priceless’. In Chicago, Dennis Myers is noted for his SEC expertise, and advised Sensata Technologies in its $568.8m IPO in March 2010. Gerald Nowak represented Gordmans Stores in its $58.9m IPO, while in New York Christian Nagler represented Motricity in its $46.5m IPO. Also in New York, Joshua Korff handled several secondary offerings, including advising Trailer Investments on a $148m secondary offering of common stock. With increasing experience on the manager side, Korff also advised the underwriters (Morgan Stanley and others) on the $660.1m IPO of SMART Technologies. Based in Chicago, Jeffrey Richards has a ‘broad knowledge base and business acumen’.
An ‘outstanding firm’, Mayer Brown has an increasingly active equity offerings practice, and is praised for its issuer work. The team provides ‘extremely high levels of service’ and is rated for its ‘tremendous industry knowledge in the midstream oil and gas space’. Houston-based Dan Fleckman is noted for his expertise, and counts Regency Energy Partners as a key client. ‘Very knowledgeable and practical’ former SEC assistant director Michael Hermsen, together with David Malinger, provided issuer advice to ProLogis regarding its $1.13bn offering of common shares. Diego Rotsztain joined the team in January 2010 from Davis Polk & Wardwell LLP, bringing substantial issuer and Latin American experience to the practice. ‘One of the best people to work with’, Edward Best led in advising Goldman Sachs as underwriter of a $700m common shares offering by MGIC Investment Corporation. John Berkery joined the firm’s New York office in February 2010 from Shearman & Sterling LLP, and advised JPMorgan Securities as underwriter of Comerica’s $800m offering of common stock, alongside Best. The team is also rated for its ‘reasonable fees’ and ‘appropriate advice’.
‘Highly skilled and with technical knowledge of the SEC rules’, Morrison & Foerster LLP has a strong presence in the market, and the team has ‘practical experience on how to get the deal done’. Its industry-specific knowledge and ‘broad team with relevant expertise’ attracts clients including REITs and energy companies. The firm advised CBL & Associates Properties in two depositary shares offerings of $124m and $112.5m in 2010, and also assisted UDR Incorporated with a $374m common stock offering. Highlights on the issuer side included advising TCC International Holdings in a $296m two-for-one rights offering to repay a debt financing, and representing Trelawney Mining and Exploration in its $15m Reg. D and Reg. S private placement of common shares. James Tanenbaum has ‘superb judgment’, and Anna Pinedo in New York is ‘one of the most creative and technically skilled lawyers’. Both Tanenbaum and Pinedo are praised for their ‘legal and financial markets knowledge and responsiveness’. On the underwriter side, the team represented Macquarie (USA) in C&D Technologies’ $127m exchange offer, and again as underwriter in the $34.8m registered direct common stock offering of Far East Energy Corporation. It also advised Barclays Capital and Oppenheimer & Co in the $28.7m common stock offering by SmartHeat. The team provides ‘very prompt responses’ and offers ‘flexible pricing arrangements’. In the firm’s San Francisco office, senior partner Bruce Mann is recommended, and Brandon Parris has ‘technical knowledge and experience’.
O’Melveny & Myers LLP’s securities practice is praised for its ‘24/7 availability across partners and associates’. Co-chairs of the practice Peter Healy in San Francisco and Gregory Ezring in New York are both highly recommended. Notable issuer mandates included advising the Government of Singapore, as lead investor of the sub-investment syndicate which acquired part of Skype Technologies, in a series of equity issuances. The team also represented Chinese economy hotel chain 7 Days Group Holding (7 Days Inn) in connection with its $127.8m IPO listing on the NYSE. Manager-side clients include Credit Suisse Securities, Barclays Capital, JPMorgan Securities and Morgan Stanley. It represented Bank of America Merrill Lynch as the underwriter of a $250m equity capital offering by Sunstone Hotel Investors. The group also advised Piper Jaffray as bookrunning manager, and Susquehanna Financial Group as co-manager, in Zhongpin’s $53m registered direct public offering of common stock. Particular sector strengths include life sciences and biotech. It recently advised Cell Therapeutics in a $30m registered direct offering of Series 3 preferred stock and warrants. San Francisco-based Brophy Christensen has ‘unparalleled depth of knowledge’, and John-Paul Motley in Los Angeles is also recommended.
Paul, Hastings, Janofsky & Walker LLP is notably strong in equity offerings, and the team advises a host of issuer clients in IPOs and other transactions. The firm advised longstanding client ExamWorks Group in its IPO on the New York Stock Exchange. The team also advised entertainment company Six Flags in six tranches of debt and equity offerings as part of its $2.9bn chapter 11 reorganisation, and The Greenbrier Companies in a follow-on offering of common stock. The highly recommended Michael Zuppone heads up the securities team, and led in advising SJB Escrow Corporation in its $1.1bn Rule 144A pre-IPO offering of common stock. Zuppone also handled the advice provided to Sherborne Investors as US cross-border sponsor in connection with the £105m IPO and listing on AIM of Sherborne Investors (Guernsey) A Limited. On the manager side, William Schwitter advised Piper Jaffray, Jefferies & Company, William Blair & Company and Baird regarding retailer Body Central’s IPO. The ‘brilliant, practical, and extremely hardworking’ Jeffrey Hartlin in Palo Alto attracts particular prasie from clients. All individuals are based in New York unless mentioned otherwise.
At Paul, Weiss, Rifkind, Wharton & Garrison LLP, the team provides ‘quality and timely advice’ to issuer clients, and has a superb reputation in the area. With an ‘extremely high level of skill’, the group of ‘excellent attorneys’ is recommended for its ‘in-depth knowledge of market practices’. In a high-profile transaction, practice co-chair Edwin Maynard advised the Government of Canada regarding General Motors Company’s $23.1bn IPO of common stock and convertible preferred stock. The ‘particularly helpful’ Andrew Foley advised Ivanhoe Australia in a Section 4(2) Reg. D and Reg. S offering of A$250m of ordinary shares and options, and also represented MEG Energy, a Canadian Oil Sands company, in its IPO in Canada and Rule 144A private placement in the US for proceeds of C$700m. John Kennedy and David Huntington are advising asset management company The Aveon Group in its pending $200m IPO, while Raphael Russo represented Polo Ralph Lauren in a $730m secondary public offering. On the underwriter side, Tracey Zaccone is advising RBC Capital Markets and Lazard Capital markets as joint placement agents in connection with a technology company’s registered direct offering of common stock. Clients praise the ‘excellent, good-value legal advice’.
The ‘excellent’ team at Proskauer Rose LLP is ‘very responsive’ and offers ‘tremendous value on any deal’. The predominantly New York-based team advises a host of major corporates, in addition to global investment banks, in equity offerings. On the manager side, the highly recommended Stuart Bressman advised Barclays Capital as sole bookrunning manager in connection with a $71.5m public offering of common stock by Halozyme Therapeutics. Bressman also advised Lazard Capital Markets and Lazard Frères & Co in 15 equity transactions in 2010, including registered direct common stock offerings by XOMA, FuelCell Energy, Capstone Turbine and MAP Pharmaceuticals. The ‘very good’ Julie Allen, who leads the practice together with the ‘commercial, responsive and experienced’ Frank Lopez, is singled out for her work for issuers. Allen advised Maidenform Brands on a confidentially marketed stock offering of $65m, and also assisted Sabre Industries in its IPO, listed on the NASDAQ Global Select Market. The firm also handled the IPOs of General Nutrition Centres and Reunion Hospitality Trust in 2010, raising $350m and $300m respectively. Los Angeles-based Monica Shilling has ‘unmatched knowledge across the industry’, and recently represented Ares Capital Corporation in a $293m offering of common stock. Clients rate the ‘outstanding service levels, immediate response times and willingness to provide an “off the record” perspective’.
The team at Sutherland Asbill & Brennan LLP operates a niche securities practice specialising in advising business development companies (BCDs) on investing debt and equity capital in private or publicly traded companies. Recent highlights include representing Ares Capital Corporation as regulatory counsel in connection with a $267.8m public offering of common stock, and also representing Solar Capital in its $92.5m IPO. The team also recently advised Fifth Street Finance Corporation on several secondary offerings, including four common stock offerings of $87.8m, $58m, $81.8m and $105.8m. Cynthia Krus co-heads the practice from the Washington DC office, together with Eric Fenichel in Atlanta.
The Houston-based capital markets practice at Vinson & Elkins L.L.P. has an excellent reputation as issuer counsel to major corporates in the oil and gas sector. Whilst energy remains a key focus for the firm, the team also has experience in advising clients in the aviation, technology and telecommunications industries. The group is well known for its active MLP practice, and is a leading firm in advising MLP issuer clients. Recent MLP mandates include representing PAA Natural Gas Storage in its $290m IPO, Chesapeake Midstream Partners in its $513m IPO, and Rhino Resource Partners in its $76m IPO. Chairing the practice from Houston, Mark Kelly advised Energy XXI (Bermuda) in several common stock and convertible preferred stock offerings aggregating $555m. The team represented Concho Resources in a $228m common stock offering, and assisted Lexicon Pharmaceuticals in a $111m common stock offering. The firm also handles work for managers, and in August 2010 Doug McWilliams represented Barclays Capital as lead underwriter in connection with the $417m offering of common units by Regency Energy Partners. Catherine Gallaher in Washington DC, Alan Beck in Houston, and Mike Rosenwasser in New York are highly recommended.
Providing an ‘excellent level of service’, Weil, Gotshal & Manges LLP advises on a range of offerings, and the team is rated for its advice in ‘challenging and unusual equity transactions’. In 2010, the practice handled several instructions for issuer clients, and the team remains well versed in providing manager side advice. Practice co-head Matthew Bloch ‘works hard to deliver very positive results’, and recently assisted automatic standby generator manufacturer Generac Holdings in its $270m IPO. Bloch also provided advice to General Growth Properties in a $2.3bn SEC-registered equity offering to fund the client’s emergence from bankruptcy. Alongside Bloch, co-head Rod Miller is praised for his experience. Miller advised MGM Resorts International on a $587.8m public offering of common shares, and on a secondary offering by Tracinda Corporation. Following advice provided to solar panel components provider STR Holdings in connection with its $123m IPO in 2009, Alexander Lynch represented the company as issuer and also selling stockholders in a $151m secondary offering in April 2010. David Lefkowitz is also recommended, and advised Genworth Financial in a $648.6m public offering of common stock. GMP Securities, Archipelago Learning and General Electric all appear on the firm’s client roster, indicating its broad range of industry expertise.
Providing advice to issuer and underwriter clients, White & Case LLP maintains a well-balanced equity practice. Highlights on the manager side included representing Morgan Stanley as sole bookrunning manager regarding the registered $1.1bn registered offering of shares by CF Industries Holding, a transaction led by Colin Diamond and Gary Kashar. As a driving force of the equity team, Diamond also advised JPMorgan Securities and Deutsche Bank Securities as joint bookrunning managers in connection with SodaStream International’s $125m IPO and listing on NASDAQ, and assisted Jefferies & Company as the dealer manager on the $25.4m rights offering of Ruth’s Hospitality Group. Diamond also represented JPMorgan Securities and Deutsche Bank Securities as joint bookrunning managers regarding MediaMind Technologies’ $57.5m IPO listed on the NASDAQ Global Select Market. Key clients include Banc of America Securities, Barclays Capital, Goldman Sachs and Credit Suisse. Kevin Keogh is the contact for issuers, and counts Wellpoint and Hess Corporation among his roster of high-profile clients.
Capital markets: global offerings
Index of tables
- Capital markets: global offerings – advice to financial institutions
- Capital markets: global offerings – advice to corporates
- Leading lawyers
Capital markets: global offerings – advice to financial institutions
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Capital markets: global offerings – advice to corporates
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- Ashurst LLP
- Baker Botts L.L.P.
- Cravath, Swaine & Moore LLP
- Debevoise & Plimpton
- Dechert LLP
- Fried, Frank, Harris, Shriver & Jacobson LLP
- Latham & Watkins LLP
- Milbank, Tweed, Hadley & McCloy LLP
- Morrison & Foerster LLP
- Proskauer Rose LLP
- Shearman & Sterling LLP
- Simpson Thacher & Bartlett LLP
- Sullivan & Cromwell LLP
- White & Case LLP
Leading lawyers
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- Michael Fitzgerald Milbank, Tweed, Hadley & McCloy LLP
- Manuel Garciadiaz Davis Polk & Wardwell LLP
- Phyllis Korff Skadden, Arps, Slate, Meagher & Flom LLP
- Anna Pinedo Morrison & Foerster LLP
- Leslie Silverman Cleary Gottlieb Steen & Hamilton LLP
In addition to its superb national practice, Cleary Gottlieb Steen & Hamilton LLP has an ‘excellent’ global offerings capability, particularly in debt capital markets. The firm is present in transactions across all the major jurisdictions, and has a very active Latin American practice. Recent mandates include Francesca Odell acting as US counsel to Petrólio Brasileiro (Petrobras) in a $4bn SEC-registered multi-tranche notes offering by Petrobras International Finance Company, while Andrés de la Cruz advised the Republic of Uruguay in a $550m bond offering. Following on from advice provided in 2009 to PEMEX regarding a $7bn Rule 144A/Reg. S MTN program, in 2010 Wanda Olson assisted in the increase of this MTN program to $12bn. On the manager side, Nicolas Grabar provided advice to Bradesco BBI, Banco do Brasil, Credit Suisse, Banco Itaú and Santander on a public offering of common shares in Brazil and an international Rule 144A/Reg. S offering by Marfrig Alimentos, with an aggregate value of R$1.328bn. Odell also advised Commerzbank and HSBC as arrangers, and as dealer managers together with Merrill Lynch, Citigroup and Banco Itáu Europa, in an update of Banco Industrial e Comercial’s $1bn Rule 144A/Reg. S EMTN program. In equity work, Adam Fleisher advised Dexia as a shareholder in Assured Guaranty’s $485m SEC-registered offering of common stock, while Jorge Juantorena assisted Grupo Aeroportuario del Sureste in filing a shelf registration statement on a $195m SEC-registered secondary offering by JMEX. Alan Beller, Leslie Silverman and Jeffrey Karpf are all highly recommended.
As a ‘go-to firm’ for all securities issues, Davis Polk & Wardwell LLP’s global reach encompasses equity, debt and high-yield transactions, and the team is involved in some of the most prominent global deals for managers and underwriters across Latin America, Europe and Asia. The firm’s reputation for IPOs is outstanding; in 2010, the team advised the underwriters of General Motors Company’s $23.1bn IPO, the largest-ever IPO to date. With support from the Beijing team, Richard Drucker advised the Agricultural Bank of China on its $22bn IPO on the Hong Kong Stock Exchange, and on a Rule 144A/Reg. S international offering with concurrent offering of A shares on the Shanghai Stock Exchange: the largest IPO by an Asian issuer in history. Manuel Garciadiaz advised OSX Brasil in its $1.4bn Rule 144A/Reg. S IPO, and also represented BR Properties and the selling shareholders regarding a $523m Rule 144A/Reg. S IPO, with both offerings of shares listed on the São Paulo Stock Exchange. On the manager side, Richard Truesdell advised Morgan Stanley and Dahlman Rose & Company as joint bookrunners and representatives of the underwriters regarding the $162.5m SEC-registered IPO of Monaco-based Scorpio Tankers. Maurice Blanco represented the initial purchasers in Banco do Brasil’s $4.9bn Rule 144A/Reg. S follow-on offering of common shares. The team also provided advice to the underwriters in Stillwater Mining Company’s secondary and exchangeable notes offering, and in the $103m common stock offering of Panama-based airline and cargo service provider Copa Holdings. In the debt markets, Nicholas Kronfeld led in representing Barclays Capital and RBS Securities as initial purchasers regarding Telvent GIT’s $200m Rule 144A senior subordinated convertible notes offering, the first-ever convertible notes offering by a Spanish issuer in the US.
Skadden, Arps, Slate, Meagher & Flom LLP fields a ‘top-notch’ capital markets practice well versed in global offerings. The ‘all-round outstanding’ team is noted in particular for its ‘unmatched ability to command resources around the globe to hunt down an issue, question or market practice’, and it has an extensive network including Latin America, Europe and Asia, as well as offering broad coverage of the domestic market. In debt deals, Phyllis Korff advised Southern Copper Corporation, a subsidiary of copper producer Grupo México, on a $1.5bn offering of notes in two tranches: a $400m 5.375% notes offering, and a $1.1bn offering of 6.75% notes. Gregory Fernicola advised the Bermuda-based Bank of N.T. Butterfield & Son in a $200m exempt offering of 8% perpetual limited voting preference shares, guaranteed by the government of Bermuda. Los Angeles-based Gregg Noel also advised Westfield Group in a $700m Rule 144A/Reg. S offering of 7.5% guaranteed senior notes by its subsidiaries WEA Finance and WT Finance (Australia), and on the US securities law issues of its A$2.9bn Rule 144A/Reg. S placement of ordinary stapled securities to Australian and other institutional investors. Also in California, Casey Fleck is singled out for his work representing Wynn Macau on its $1.6bn IPO in Hong Kong, and Wynn Resorts on its $210m offering of common stock. The firm also has a reputation on the manager side, and counts several international investment banks as clients. It provides ‘high-quality, practical advice’ in both debt and equity matters.
Clifford Chance has a very active global offerings practice, advising clients in both debt and equity transactions across jurisdictions including Asia and Latin America. Known for its ‘technical skills and large experience’, the firm is ‘at the forefront of international deals’. Notable debt highlights included advising Banco Bradesco on a $1.1bn 5.9% subordinated notes offering, a transaction led by Anthony Oldfield, who is based between São Paulo and New York and counts TAM Capital 2, Itaú Europa and Banco Cruzeiro do Sul as clients. ‘Willing to cope with any challenge’, Jonathan Zonis advised BB Securities, Banco Votorantim, Deutsche Bank Securities, JPMorgan Securities, Banco Espírito Santo de Investimento and Banco Votorantim Securities as managers in connection with Banco do Brasil’s $450m notes offering under its $5bn global MTN program. On the issuer side, Tony Lopez led in providing advice to AWAS Aviation Capital Limited on a $600m offering of senior secured notes and subsequent listing of the notes on the Global Exchange Market of the Irish Stock Exchange. In equity work, Jonathan Zonis, assisted by the São Paulo team, advised Banco Santander and Bank of America Merrill Lynch as underwriters of Renova Energia’s $85m IPO, the first renewable energy company to publicly list on the Bovespa Stock Exchange. Zonis also assisted in advising Banco do Brasil in a $5.42bn equity deal, one of the largest in the Latin America region.
With a wide-reaching and ‘wonderful’ reputation, Cravath, Swaine & Moore LLP’s international securities practice has substantial experience advising on global offerings. William Fogg advised the initial purchasers, led by JPMorgan and Goldman Sachs, on the $300m Rule 144A/Reg. S high-yield senior debt offering of syncreon Global (Ireland) and syncreon Global Finance (US). LizabethAnn Eisen is also active in European high-yield debt market offerings. Elsewhere, Fogg and Eric Schiele represented JPMorgan in a $200m Rule 144A/Reg. S high-yield senior secured debt offering by Air Canada, having previously advised initial purchasers JPMorgan and TD Securities on Air Canada’s $600m and C$300m Rule 144A/Reg. S high-yield senior secured debt offerings. Craig Arcella represented Bank of America Merrill Lynch as initial purchaser in the $500m Rule 144A/Reg. S debt offering of the Chilean-based Empresa Nacional del Petróleo. The firms also offers strong issuer-side counsel, and William Rogers recently advised European PVC producer Kerling in a €785m Rule 244A/Reg. S high-yield senior secure debt offering listed on the Luxembourg Stock Exchange. The firm also handles equity offerings, particularly for issuer clients. Rogers represented Costamare in its $160m IPO, and Erik Tavzel advised international financial advisory and asset management company Lazart in a $224m Class A common stock offering, with both offerings listed on the NYSE. Rogers also advised Marshall Islands corporation Safe Bulkers on a $72m offering and private placement of common stock listed on the NYSE. Such breadth of experience ensures the firm a prominent role on the global stage.
Simpson Thacher & Bartlett LLP is highly rated for its knowledge of the ‘legal aspects of public offerings of securities, both in the US and on a cross-border basis’. The firm has a presence in key global locations including London, Hong Kong, Beijing, São Paulo and Tokyo, and is particularly well known for its strength in the Asia region. A recent highlight for the US-based team was Glenn Reiter’s representation of Merrill Lynch and JPMorgan Securities as initial purchasers in the $200m Rule 144A/Reg. S offering of 8.5% non-cumulative fixed and floating rate step-up junior subordinated notes by Banco Internacional del Perú (Interbank). Reiter also advised the underwriters, led by Deutsche Bank, BNP Paribas and HSBC, in América Móvil’s foreign currency denominated debt offering, consisting of €1bn senior notes, €750m senior notes and £650m senior notes; and represented the underwriters in several debt offerings by development bank Kreditanstalt für Wiederaufbau (KfW), totalling $60bn. Elsewhere, Marisa Stavenas advised the initial purchasers, including Citigroup Global Markets and BNP Paribas, in the private offering of a Rule 144A/Reg. S senior notes offering by OI European Group, of aggregate amount €500m.
Sullivan & Cromwell LLP has broad capabilities in the global capital markets with a network of 800 lawyers spanning 12 offices. The practice is known for its strength in advising key financial institution clients including Goldman Sachs and UBS in global offerings. Neal McKnight advised Anheuser-Busch InBev in a R$750m SEC-registered debt offering of guaranteed notes listed on the NYSE in November 2010. Rebecca Simmons advised UBS Stamford in a $2bn global MTN offering, and two further global MTN offerings worth $1.5bn and $300m respectively. David Harms assisted the underwriters in United Technologies’ SEC-registered $2.25bn global note Soffering in February 2010. Newly elected partner Inosi Nyatta relocated to New York from London in 2010, and brings experience in global debt and equity work, as well as expertise in Rule 144A offerings and cross-border transactions. Andy Soussloff is also recommended.
Ashurst LLP’s securities expertise extends to several key jurisdictions, and the group is notably active in the European debt market. Highlights of 2010 included advising on the $500m covered bond issuance by the Korean government owned and controlled corporation Korea Housing Finance, which was the first statutory covered bond in Asia. The team also assisted NRW Bank in its €50bn debt issuance program; L-Bank in its €30bn debt issuance program; and Daimler in its €35bn EMTN program. Clients praise the team’s ‘first-rate industry knowledge’ and ‘great attention to detail’, and ability to provide ‘immediate responses’. New York-based William Gray is the key contact.
Oil and gas industry specialist Baker Botts L.L.P. has expertise in the energy sector, which serves international clients exceptionally well. The team has a strong issuer practice, and continues to grow its manager client base. Rated for its ‘excellent customer services’, the team has expertise advising large corporates in connection with global notes offerings. It assisted MetroPCS Communications, Noble Corporation, Valero Energy Corporation, Pride International and Waste Management in public offerings of global notes to the value of $2bn, $1.25bn, $1.25bn, $1.2bn and $600m respectively. The team also represented the managers in Weatherford International’s $1.4bn public offering of global notes, and provided manager counsel regarding the $1.5bn public offering of global debentures of Burlington Northern Santa Fe. Other highlights included representing the managers in the $400m global notes offering of Enbridge Energy Partners, and also in NuStar Logistics’ $450m public offering of global notes. Corporate department chair David Kirkland is recommended.
The ‘excellent’ Debevoise & Plimpton had a very active 2010 in global offerings work, representing issuer clients in debt and equity deals. In a high-profile transaction, practice co-chair Peter Loughran and Thomas Britt, together with assistance from the firm’s Paris and Hong Kong offices, advised American International Group (AIG) and AIA Group regarding AIA’s $20.5bn IPO and listing on the Hong Kong Stock Exchange: the third-largest IPO ever in Hong Kong. Co-chair Alan Paley advised Manulife Financial Corporation on a C$2.5bn offering of common shares, and also assisted the client in senior notes debt offerings totalling $1.1bn. Other highlights included advising International Finance Coporation, JAFCO Asia Technology Fund II and the Greater China Trust as the selling shareholders in HiSoft Technology International’s $74m IPO of US depositary shares. On the debt side, the firm counts Itaú Unibanco Holding and Westpac Banking Corporation as clients. Steven Slutzky and Paul Rodel are recommended.
Dechert LLP has a broad-based global practice with experience in debt, equity and high-yield work across several jurisdictions, including significant expertise in the Latin American market, where Howard Kleinman LLP in New York is very active. Kleinman is currently representing a Chilean financial institution in its proposed $500m Rule 144A/Reg. S offering of unsecured notes, and also recently acted as the US counsel to Corp Group Banking in Chile regarding a $100m private placement of 7.5% notes, offered and sold outside the US. Kleinman also represented the Mexican government regarding the sale of $160m-worth of catastrophe bonds. In equity work, Washington DC-based Thomas Friedmann is currently advising the controlling and selling shareholder in Venti’s global IPO, with shares to be listed on the Bovespa and the Luxembourg Stock Exchanges. On the manager side, Kleinman represented UBS Securities in Solvay Indupa’s proposed $225m offering of Brazilian depositary receipts, and also advised Credit Suisse Securities (USA) on a proposed $300m listing of Brazilian depositary receipts on the Bovespa Stock Exchange by Socotherm Americas. Former New York-based corporate finance co-chair Bonnie Barsamian left to join Fried, Frank, Harris, Shriver & Jacobson LLP in January 2011. Christopher Karras, who is based between Philadelphia and London, is recommended for his longstanding experience.
With offices in Europe and Asia, Fried, Frank, Harris, Shriver & Jacobson LLP is well placed to serve US clients abroad and foreign clients in the domestic market. Advising issuers and underwriters, the firm is ‘extremely good overall’. Joshua Wechsler, who is based between Hong Kong and New York, assisted in advising Sound Global in its RMB¥885m convertible bonds offering on the Singapore Stock Exchange. Stuart Gelfond, together with the firm’s London team, represented Latin American media group Grupo Televisa with regard to its $600m senior notes offering in the US. On the underwriter side, Valerie Ford Jacob, Daniel Bursky and Andrew Barkan advised Mitsubishi UFJ Securities, Citigroup Global Markets and HSBC in Procter & Gamble’s JPY¥885m SEC-registered offering in May 2010. The firm provides ‘quality representation and service’, with the ‘required industry knowledge and expertise’.
Latham & Watkins LLP has a notable presence in Latin America and Asia, and the US-based team assists managers and issuers in debt, equity and high-yield transactions across these jurisdictions; its experience includes acting as issuer counsel to clients from China, Hong Kong and India. The firm also has an impressive profile and reputation in the European high-yield debt market. Recent global highlights include advising the underwriters, including Deutsche Bank Securities, in connection with the $210m IPO of Elster Group; this transaction was the first IPO of a German company on the NYSE since 2006. Alexander Cohen in Washington DC, with support from the firm’s London office, led on this transaction. Other manager clients include ICICI Bank. Corporate practice vice-chair Marc Jaffe is highly recommended in the arena, together with co-chair of the corporate department Senet Bischoff. Both are based in New York.
Milbank, Tweed, Hadley & McCloy LLP’s global securities practice has experience across several key jurisdictions, and in April 2010 the firm increased its reach substantially with the opening of an office in São Paulo. Andrew Jánszky joined this new office as managing partner from Shearman & Sterling LLP, and brings great expertise to the firm. Jánszky provided issuer advice to BM&F Bovespa, CSN, Gol and Marfrig in debt offerings aggregating $2.4bn in 2010. He also represented Itaú BBA and JPMorgan as underwriters of several equity offerings by Gerdau and its controlling shareholder. Chairman of the securities group, corporate group and Latin America practice group Michael Fitzgerald is highly recommended. The ‘excellent’ Robert Mullen Jr also has experience in international equity, investment-grade and high-yield debt offerings. His clients include Nippon Telegraph and Telephone Corporation, Scottish Power, Cisco Systems and Renaissance Technologies, while on the manager side, Mullen regularly represents Citigroup, Credit Suisse and UBS, and recently provided advice to the government of Canada and the government of Bermuda. Douglas Tanner advises clients on early financings and public offerings of technology clients, and Frank Vivero is recommended for his broad expertise.
Morrison & Foerster LLP is singled out for its ‘multi-disciplinary approach and expertise’, as well as for ‘spotting unique opportunities’. The team handles a substantial volume of work for key client Bank of America Merrill Lynch, recently assisting the bank in international debt offerings in Asia, Australia and Canada. The firm has an excellent track record for work in Asia, and the US team can call upon resources across the region in Shanghai, Beijing, Hong Kong and Tokyo. Highlights included advising HSBC Holding and CCB International as underwriters of the $133m IPO of Ruinian International, listed on the Hong Kong Stock Exchange, a transaction led by Palo Alto-based Christopher Forrester. On the debt side, Lloyd Harmetz in New York represented Merrill Lynch International as underwriter of the JPY¥100bn MTN program update and Reg. S offering of Merrill Lynch Japan Finance. Harmetz and Anna Pinedo also advised new client RBC Capital Markets as underwriter of Royal Bank of Canada’s structured notes offerings in 2010.
With a focus on equity and high-yield debt work, Proskauer Rose LLP’s international coverage includes the European, Asian, and Latin American markets, with a recent focus on the latter through the firm’s office in São Paulo. Active in equity offerings, New York-based Julie Allen represented Sabre Industries in its IPO on the NASDAQ Global Select Market. Carlos Martinez, based between the firm’s New York and São Paulo offices, is a key individual in the arena, and is noted for his expertise in Latin America and in cross-border debt and equity transactions.
Shearman & Sterling LLP has particular expertise in the Latin American and Canadian regions. With a team of ‘excellent experts for any kind of transaction’, the firm is well equipped to deal with both debt and equity offerings domestically and abroad. On the debt side, head of the Latin American practice Antonia Stolper in New York, represented Banco Internacional del Perú – Interbank on a $200m Rule 144A/Reg. S global offering of non-cumulative fixed and floating rate step-up junior subordinated notes. The practice also reports an increase in equity offerings in Latin America. Stuart Fleischmann in New York represented Merrill Lynch and other underwriters of the $69bn offering of Petrobras; this transaction is one of the largest-ever global equity offerings, and was listed as US depositary shares and as stock on the São Paulo Stock Exchange. The firm lost Andrew Jánszky to Milbank, Tweed, Hadley & McCloy LLP in 2010.
White & Case LLP provides advice to global clients seeking to access both the debt and equity markets. From New York, Kevin Keogh represented the Canada Housing Trust No.1 and the Canada Mortgage and Housing Corporation, as issuer and agent respectively, in the offering and sale of C$35.73bn in Canada Mortgage Bonds. Leading the equity practice, Colin Diamond advised the bookrunning managers JPMorgan Securities and Deutsche Bank Securities in connection to the $57.5m IPO of MediaMind Technologies, listed on the NASDAQ Global Select Market. The firm’s global reach covers the major jurisdictions of Latin America, Asia and Europe.
Capital markets: high-yield debt offerings
Index of tables
- Capital markets: high-yield debt offerings – advice to issuers
- Capital markets: high-yield debt offerings – advice to managers
- Leading lawyers
Capital markets: high-yield debt offerings – advice to issuers
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Capital markets: high-yield debt offerings – advice to managers
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Leading lawyers
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- Craig Arcella Cravath, Swaine & Moore LLP
- Kris Heinzelman Cravath, Swaine & Moore LLP
- Valerie Ford Jacob Fried, Frank, Harris, Shriver & Jacobson LLP
- Marc Jaffe Latham & Watkins LLP
- Phyllis Korff Skadden, Arps, Slate, Meagher & Flom LLP
- Jonathan Schaffzin Cahill Gordon & Reindel
Well known for its dominance in the high-yield debt arena, Cahill Gordon & Reindel’s heavyweight practice has an ‘enormous deal flow’ and particular expertise in advising manager-side clients. As one of the major advisors of both US market and Euromarket high-yield bond underwriters, the team has an outstanding level of experience. The firm advised Citibank, Citigroup Global Markets, Banc of America Securities, Barclays Capital and RBC Capital Markets as joint lead arrangers and bookrunnners in part of the debt financing through secured and revolving credit facilities of the $5bn acquisition of Tomkins. It also assisted in a second debt financing in this deal, advising a further group of banks in a $1.15bn Rule 144A/Reg. S 9% senior secured second lien notes offering by Pinafore. Both elements of this transaction formed the largest leveraged buyout of 2010. Other highlights included advising the financing sources to fund the $1.42bn buyout of Associated Material by Hellman & Friedman, a transaction which included advising Deutsche Bank Securities, UBS Investment Bank and Barclays Capital as joint bookrunning managers in the $730m Rule 144A/Reg. S 9.125% senior secured notes offering of Associated Materials and Carey New Finance. The ‘excellent’ William Hartnett, John Tripodoro and Douglas Horowitz also represented Citigroup Global Markets and Deutsche Bank Securities as joint bookrunning managers in the $250m Rule 144A/Reg. S 8.25% senior notes offering by Graham Packaging and GPC Capital. Horowitz and others also advised the initial purchasers on the $1bn Rule 144A 12.5% senior notes offering related to the acquisition of IMS Health. Daniel Zubkoff and Corey Wright represented JPMorgan Securities, Banc of America Securities, Credit Suisse Securities (USA) and Lazard Capital Markets as initial purchasers in a $875m Rule 144A 11.5% senior secured notes offering by The McClatchy Company. The ‘superb’ James Clark led a team in advising Citigroup Global Markets, Credit Suisse Securities and JPMorgan Securities in the €1.1bn Rule 144A/Reg. S high-yield notes issuance by Ardagh Packaging Finance in order to acquire Impress Coöperatieve. All recommended partners are based in New York.
The high-yield debt practice at Cravath, Swaine & Moore LLP has recently been active in leveraged buyouts and refinancing deals, and the team continues to be best known for its strength as underwriter counsel. ‘Wonderful securities lawyer’ Stephen Burns advised Deutsche Bank Securities, Barclays Capital and Morgan Stanley on the $900m registered high-yield senior debt offering of The Goodyear Tire & Rubber Company. LizabethAnn Eisen represented Credit Suisse as initial purchaser in the $1bn Rule 144A/Reg. S registered high-yield senior debt offering of Reynolds Group Issuer, and, following this, advised the initial purchasers, led by Credit Suisse and HSBC, in Reynolds Group Issuer’s $3bn Rule 144A/Reg. S high-yield senior subordinated debt offering. The team has advised a plethora of well-known investment banks, including JPMorgan, Bank of America Merrill Lynch and Goldman Sachs, in high-yield offerings. Key highlights on the issuer side include advising United Air Lines on $500m and $200m Rule 144A/Reg. S high-yield senior secure debt offerings, transactions led by the highly regarded William Fogg. Other issuer clients include Valeant Pharmaceuticals and data and voice communications provider Cincinnati Bell. William Whelan, Erik Tavzel and Andrew Pitts are singled out for their experience.
Latham & Watkins LLP has an excellent track record in debt and high yield, with its high-yield debt capabilities noted as ‘exceptionally strong’ on both the issuer and manager side. Kirk Davenport in New York is a ‘key individual’, and together with Ian Schuman advised Barclays Capital and the other initial purchasers in Hertz Corporation’s $700m high-yield bond and tack-on offerings. Marc Jaffe also advised the underwriters, including Bank of America Merrill Lynch, in the $250m high-yield bond offering of Express Inc, and also, together with Senet Bischoff, represented Goldman Sachs as initial purchaser on the $1.2bn Rule 144A/Reg. S high-yield bond offering by Calpine Corporation. Other investment bank clients include Jefferies & Company and Credit Suisse. The addition of Michael Chambers from Akin Gump Strauss Hauer & Feld LLP to the firm’s newly established Houston office brings added experience to the team’s strong national reach. Chambers advised the initial purchasers, including Barclays Capital, in the $2.5bn dual high-yield bond offerings of Linn Energy. The Houston team also advised Energy Transfer Equity on a $1.8bn registered high-yield bond offering. New York-based James Beubien provided counsel to Live Nation Entertainment on a $250m high-yield bond offering, and the Washington DC-based group advised Pinafore LLC and Pinafore Inc as co-issuers of its $1.15bn high-yield bond offering.
Shearman & Sterling LLP’s high-yield practice continues to go from strength to strength. The team handles a substantial amount of work for underwriters, and has a depth of expertise in the Latin American high-yield debt market. Among its highlights of 2010, Robert Evans and Michael Benjamin represented the bookrunning and representative managers JPMorgan Securities, Banc of America Securities, Barclays Capital, Citigroup Global Markets, Credit Suisse Securities, Goldman Sachs, RBS Securities and UBS Securities in the $1.25bn SEC-registered public offering of high-yield senior notes by Cablevision Systems. Andrew Schleider, together with Lona Nallengara, also advised lead managers and solicitation agents Citigroup Global Markets and Goldman Sachs regarding the exchange offering of $2.18bn high-yield senior secured notes by Energy Future Holdings Corporation. Working from the firm’s New York and Toronto offices, Jason Lehner advised Banc of America Securities and Wells Fargo Securities as joint bookrunners and representatives of the initial purchasers in relation to the $400m Rule 144A/Reg. S offering of high-yield senior subordinated notes of American Seafoods Group. Acting as issuer counsel, Benjamin and Lisa Jacobs advised American Axle & Manufacturing on a $425m Rule 144A/Reg. S high-yield senior secure notes offering.
Simpson Thacher & Bartlett LLP fields a team ‘both strong and deep’, and in 2010 represented clients in high-yield debt deals worth $50bn. A ‘great issuer firm’, it is particularly rated for its private equity work, and excels in providing issuer and manager advice. It advised CHC Helicopter, a Luxembourg portfolio company of First Reserve Corporation, in a $1.1bn Rule 144A/Reg. S offering of 9.250% senior secured first lien notes; assisted Seagate Technology in a $600m offering of senior notes; and represented HCA in a $1.4bn offering of senior secured notes. The team also represented JPMorgan Securities, Banc of America Securities, Credit Suisse Securities, Goldman Sachs and Moelis & Company as initial purchasers of $525m floating rate senior secured notes issued in relation to the restructuring of Reader’s Digest as a post-emergence high-yield debt offering. The firm also advised JPMorgan and the other initial purchasers in a $1.225bn Rule 144A/Reg. S offering of senior notes to refinance debt of Mirant Corporation and RRI Energy. Marisa Stavenas made partner in 2010, and practice head Vince Pagano is singled out for his experience.
As a ‘perennial capital markets powerhouse’, Skadden, Arps, Slate, Meagher & Flom LLP has a substantial volume of issuer-side instructions in the high-yield debt market. Co-head of the corporate finance practice Stacy Kanter advised drugstore chain Rite Aid in its refinancing, a transaction which included a $650m Rule 144A/Reg. S high-yield debt offering of 8% senior secured notes, a $1.175bn revolving credit facility, and a $270m Rule 144A/Reg. S high-yield debt offering of 10.25% senior secured notes. Kanter also represented Revlon in its $330m Rule 144A/Reg. S high-yield debt offering of 9.75% senior unsecured notes. Richard Aftanas represented DigitalGlobe in its $355m 10.5% notes offering, and advised restaurant chain El Pollo Loco in its $133m offering of 11.75% senior secured notes. RailAmerica, Windstream and HealthSouth are also high-yield issuer clients. Jennifer Bensch advised a private equity consortium, led by The Blackstone Group and including The Carlyle Group, Permira Funds and Texas Pacific Group, in the $5.9bn high-yield debt offering to part finance the acquisition of Freescale Semiconductor for $17.6bn. Bensch also advised Freescale Semiconductor in its $570m Rule 144A/Reg. S high-yield debt offering and in a concurrent debt refinancing. On the manager side, Aftanas advised Morgan Stanley as the sole underwriter in the $1.2bn 7.75% high-yield senior notes offerings by CC Holdings and Crown Castle, and Morgan Stanley and Banc of America Securities in the $900m 9% senior notes offering by Crown Castle. Los Angeles-based Gregg Noel advised Bank of America Merrill Lynch, JPMorgan, Goldman Sachs and Wells Fargo Securities as initial purchasers in the $1.1bn Rule 144A/Reg. S offering of high-yield senior notes by Fidelity National Information Services. Also in Los Angeles, the ‘creative and responsive’ Casey Fleck counts Barclays Capital, Citigroup Global Markets, American Media Operations and aircraft leasing company AirCastle on his client roster. New York-based Phyllis Korff is recommended.
Described as ‘a very good debt shop’, Cleary Gottlieb Steen & Hamilton LLP has extensive high-yield experience, advising both issuer and manager clients in complex transactions. Providing underwriter counsel, the team advised Citigroup Global Markets, Banc of America Securities, Barclays Capital and others in Patriot Coal’s $250m SEC-registered high-yield notes offering. Leslie Silverman also represented Morgan Stanley and Citigroup in a $200m Rule 144A/Reg. S high-yield debt offering by two subsidiary companies of Elan Corporation; and led in advising Broadpoint Gleacher, Goldman Sachs and Fifth Third Securities as the initial purchasers in a $305m Rule 144A/Reg. S high-yield senior notes offering by Appleton Papers. Carmen Corrales provided advice to HSBC, Bradesco and Banco Espírito Santo regarding Bradesco’s $750m Rule 144A/Reg. S offering, while Jorge Juantorena advised Credit Suisse as underwriter of Desarrolladora Homex’s $250m Rule 144A/Reg. S high-yield offering. Also active in issuer deals, Juantorena recently advised Corporación GEO in a $250m Rule 144A/Reg. S high-yield senior notes offering, and also Financiera Independencia in a $200m Rule 144A/Reg. S high-yield notes offering. Other key issuer clients include Nationstar Mortgage, Essar Steel Algoma and Intcomex.
Commanding a ‘great team’, Davis Polk & Wardwell LLP has outstanding capabilities in the high-yield debt arena, and has ‘very good’ strength in advising issuer and manager clients. The firm maintains an excellent reputation, and consistently provides top-quality advice on major offerings in foreign markets. Co-chairs of the global practice Richard Truesdell and Richard Sandler advised Ally Financial in connection with a $1.75bn Rule 144A/Reg. S high-yield senior notes offering and on a further $1bn Rule 144A/Reg. S high-yield senior notes offering. Michael Kaplan also represented Warner Chilcott on a $750m Rule 144A offering of high-yield senior notes and in a subsequent offering of $500m high-yield senior notes. Elsewhere, Kaplan represented Credit Suisse Securities (USA) and Citigroup Global Markets as initial purchasers in connection with a $525m Rule 144A/Reg. S first-priority senior secured notes offering by Severstal Columbus in February 2010. Providing underwriter advice, Joseph Hall represented Banc of America Securities, RBS Securities and JPMorgan Securities as joint bookrunning managers and representatives of the initial purchasers in two Rule 144A/Reg. S senior notes offerings by Continental Resources of $200m and $400m. Deanna Kirkpatrick advised Jefferies & Company, RBS Securities and UBS Securities as joint bookrunning managers and representatives of the initial purchasers in DriveTime Automotive Group’s $163m offering of 12.625% senior secured notes. Truesdell advised JPMorgan Securities, Deutsche Bank Securities and Deutsche Bank (London branch) as initial purchasers in Bombardier’s $1.5bn Rule 144A/Reg. S notes and floating rates offering, and subsequent $780m Rule 144A/Reg S senior notes offering.
Offering ‘quality representation and service’, Fried, Frank, Harris, Shriver & Jacobson LLP has a strong high-yield practice, particularly on the manager side. Clients praise the team’s ‘very high level of overall service’, and for the ‘excellent quality and timeliness of work product’. The firm advised Bank of America Merrill Lynch regarding American Tire Distributors’ $250m 9.750% senior secured notes offering, and JPMorgan Securities as representative of the initial purchasers in Sinclair Television Group’s $250m private placement of 8.375% senior notes. It also assisted Bank of America Merrill Lynch as representative of the initial purchasers in Asbury Automotive Group’s issuance and sale of $200m 8.375% senior subordinated notes. On the issuer side, the firm represented Virgin Media in its £1.5bn Rule 144A/Reg. S senior secured notes offering, and also advised CVR Energy in its private offering of $275m aggregate principal amount of first-lien senior secured notes, and $225m of second-lien senior secured notes. ProQuest, McJunkin Red Man Corporation and Michael Foods are all clients on the issuer side. Rated for his ‘commercial approach’, Paul Tropp is ‘very client friendly’ and is ‘able to dispense with issues efficiently as they arise’. Valerie Ford Jacob and Stuart Gelfond are also very active in the arena.
Providing ‘very good overall levels of service’, Kirkland & Ellis LLP places a strong emphasis on high-yield debt offerings both in the domestic and European markets. It is noted for its strength as issuer counsel, which stems from the firm’s excellent private equity practice. With experience in secured bonds and in refinancing term loans, the practice advises a host of major sponsors. Joshua Korff in New York advised Burger King in a $800m offering of 9.875% senior notes, and also assisted Avis Budget Car Rental and Avis Budget Finance in a $450m 9.625% senior notes offering, and in a further $400m 8.25% senior notes offering. Korff also advised Clearwire Communications in Clearwire Escrow’s $920m 12% senior secured notes offering, and Bankrate in a $300m offering of 11.75% senior notes. Christian Nagler advised Charter Communications in CCO Holdings’ $1.6bn senior notes offering and in a further $1.1bn senior notes offering, in April and September 2010 respectively. In Chicago, Dennis Myers is noted for his ‘business acumen and technical knowledge’, and assisted Sorenson Communications in a $750m 10.5% senior secured notes offering. Gerald Nowak advised NRG Energy in a $1.1bn offering of 8.25% senior notes, and also represented Midwest Gaming in a $175m offering of 11.625% senior secured notes. The firm’s specific focus on advising high-profile issuer clients contributes to its excellent reputation in the wider market.
Led by Matthew Bloch and Rod Miller, the securities group at Weil, Gotshal & Manges LLP has notable high-yield experience, and a solid reputation for providing advice to manager clients. Sector strengths include technology, healthcare, entertainment and telecommunications. Miller and Corey Chivers represented JPMorgan Securities, Credit Suisse Securities (USA), Banc of America Securities, Barclays Capital, Citigroup Global Markets, Deutsche Bank Securities, Morgan Stanley and RBS Securities as counsel to the initial purchasers in New Communications Holdings’ $3.2bn offering of senior notes, made up of $500m 7.875% senior notes, $1.1bn 8.25% senior notes, $1.1bn 8.50% senior notes and $500m 8.75% senior notes. Miller also advised Goldman Sachs and Citi as representatives of the initial purchases in JohnsonDiversey’s $400m 8.25% senior notes offering, and Goldman Sachs, Citi and Morgan Stanley in a further $250m 10.50% senior notes offering. In the healthcare arena, Miller represented Banc of America Securities in a $500m high-yield senior notes offering by Capella Healthcare. David Lefkowitz is also active in the area.
Baker Botts L.L.P. is among the ‘best in the business’ for energy sector expertise in the high-yield debt market. The team of ‘expert lawyers’ features corporate department deputy chair Doug Rayburn, who is based in the Dallas office and recently advised Crosstex Energy in a $725m Rule 144A senior notes offering, together with Luke Weedon. Weedon and William Howell provided advice to MetroPCS Wireless in its public offerings of senior notes, of aggregate amount $2bn. In the firm’s Houston office, head of the corporate group Kelly Rose is recommended for her experience. On the underwriter side, corporate practice chair David Kirkland and Felix Phillips, both in Houston, advised the managers of Newfield Exploration Company’s $700m notes offering. Josh Davidson, Rayburn and Weedon also represented the purchasers in Inergy’s $600m Rule 144A senior notes offering and $403m public offering, in order to part finance the $725m acquisition of a natural gas storage facility.
Providing an ‘excellent level of service’, Clifford Chance advises on key mandates in the high-yield debt area, handling over $5bn worth of transactions in 2010. Calling on the strengths of its leveraged finance team, the firm advises both issuers and managers. Praised for his ‘knowledge, responsiveness and commitment’, Gary Brooks advised Provident Funding Associates regarding a $400m 10.25% senior secured notes offering, and also advised International Lease Finance Corporation regarding its $3.9bn high-yield senior secured notes offering. In a particularly innovative financing-related offering, Alex Camacho, together with Tony Lopez and Per Chilstrom, advised RDS Ultra-Deepwater in a $270m Rule 144A second-lien high-yield notes offering as part of its financing for the production of a sixth-generation deepwater drilling rig. Chilstrom is singled out for his ‘exceptional technical and research skills’. Representing the underwriters, the team advised Credit Suisse and Morgan Stanley in connection with the issue of $300m 8.875% senior guaranteed notes by Grupo Papelero Scribe in March 2010. Camacho also advised Deutsche Bank on Mexican homebuilder Urbi Desarrollos Urbanos’ $150m 8.50% senior guaranteed notes offering and $300m senior guaranteed notes offering. Jonathan Zonis has ‘strong knowledge of the business environment’, and Jay Bernstein is highly recommended.
Debevoise & Plimpton’s high-yield capabilities lie principally in advising issuer clients and the team has a widespread reputation for its ‘outstanding quality’, calling on the combined strength of both the securities and leveraged finance groups. Recent issuer highlights include Steven Slutzky and Pierre Maugüé advising Reynolds Group Holdings in a $1bn offering of 8.5% senior notes, and again in a further $1.5bn offering of 7.125% senior secured notes, in May and October 2010 respectively. Paul Brusiloff, William Beekman and securities group co-chair Peter Loughran also advised Kelso & Company as sponsor of the $355m 10.75% senior secured notes offering of Logan Roadhouse. Slutzky, Beekman and David Brittenham assisted The Hertz Corporation in a $400m offering of 7.50% senior notes, and another $300m offering of 7.50% senior notes. Matthew Kaplan is praised for his ‘professionalism and response times’, and Paul Rodel ‘actually listens to clients’.
Dechert LLP has excellent high-yield debt experience, and provides issuer counsel to both domestic and international companies. New York-based Howard Kleinman LLP is at the helm of the practice, and recently represented Bumble Bee Goods, Connors Bros., Clover Leaf Seafoods Company and Bumble Bee Capital Corporation in an issuance of aggregate amount $220m of 7.75% senior secured notes. Kleinman also advised WPE International Coöperatief in its $275m Rule 144A/Reg. S offering of 10.375% senior notes. On the underwriter side, Kleinman assisted Larrain Vial Investment as the sole bookrunning manager in connection with Corp Group Interhold’s aggregate amount $130m 8.0% senior secured notes issuance and sale; and represented JPMorgan Securities as sole bookrunning manager regarding the issuance and sale of a $178m high-yield notes offering by CorpBanca. Christopher Karras is based between Philadelphia and London, and Thomas Friedmann provides support to the group in Washington DC. Bonnie Barsamian left to join Fried, Frank, Harris, Shriver & Jacobson LLP in January 2011.
Dewey & LeBoeuf LLP is gaining increasing visibility in the high-yield debt arena. John Cobb, who joined the firm from Milbank, Tweed, Hadley & McCloy LLP in March 2009, is experienced in providing underwriter-side counsel. The ‘very knowledgeable’ Chris Peterson is ‘flexible and creative’ and helps clients ‘reach a mutually agreeable solution within the boundaries of relevant regulation’. The team advises a host of investment banks, and in 2010 acted for Barclays Capital on numerous instructions. Cobb, Michelle Rutta and the newly promoted partner Jacqueline Rose represented Barclays Capital and Goldman Sachs in a $825m Rule 144A/Reg. S 9.5% senior notes offering and a $950m credit facility, as part of a $1.6bn refinancing by DineEquity. The group also represented Barclays Capital, TD Securities (USA) and Wells Fargo in the $400m 8.25% senior secured notes offering by NAI Entertainment Holdings. It also assisted TD and Wells Fargo in a further $50m senior secured revolving credit facility and a $10m letter of credit subfacility. The firm also acted for Barclays Capital and Banc of America Securities in two registered securities offerings of aggregate amount $1bn to finance Phillips-Van Heusen Corporation’s acquisition of Tommy Hilfiger. Peterson, together with key issuer counsel and co-chair of the practice Frank Adams, also advised Central European Distribution Corporation in its registered public offering of common stock, a $380m Rule 144A/Reg. S 9.125% senior secured notes offering and a $380m 8.875% senior secured notes offering.
The high-yield practice at Gibson Dunn has strength in advising issuer clients, and continues to build on its impressive client roster across a wide range of industries, including telecoms, retail and technology. The national reach of the firm allows for clients to access high-quality advice in a range of different US locations. From the Denver office, Richard Russo advised Qwest Communications International on a $800m Rule 144A high-yield notes offering, while Jonathan Layne in Los Angeles continues to advise Ameristar Casinos in high-yield debt work and Rule 144A offerings. The firm’s Orange County team recently assisted Standard Pacific Corporation in a $300m senior notes offering, and also advised Salem Communications Corporation in a $300m Rule 144A offering of senior secured second-lien notes. Alan Bannister in New York represented Zayo Group in a $250m Rule 144A high-yield offering of senior secured first-priority notes, and also assisted Alliant Techsystems in a $350m Rule 144A senior subordinated notes offering. Michael Greaney, also in New York, advised Stratus Technologies in a $215m senior secured notes offering. From Los Angeles, Linda Curtis represented Del Monte Foods Company in a $450m Rule 144A senior subordinated notes offering, and Andrew Fabens in Washington DC represented Celanese Corporation in a $600m Rule 144A high-yield debt offering of senior notes. Co-chair of the global finance group Joerg Esdorn is based in New York, and has significant expertise in high-yield notes offerings and bridge loans.
Jones Day acts for a range of high-yield issuer clients in New York, Cleveland, Chicago and Houston, and the firm maintains its focus in specific sectors, including software and technology. Global practice chair Christopher Kelly, together with John Hyland, both based in New York, advised new client FTI Consulting in its issuance of $400m Rule 144A/Reg. S senior notes. Michael Solecki in Cleveland also advised Ferro Corporation in a $250m public offering of 7.875% senior notes, and assisted Developers Diversified Realty Corporation in a public offering of $300m of 7.875% notes. Timothy Melton in Chicago is recommended, and represented USG Corporation in a $350m private placement of 8.375% senior notes. Kelly, with Vanessa Spiro and Chicago-based Edward Winslow, advised Jefferies & Company regarding an offering of $1bn Rule 144A/Reg. S 11.5% senior secured first-lien notes by Offshore Group Investment Limited, a subsidiary of Vantage Drilling. The team also assisted the bank as underwriter of a $50m ordinary shares public offering by Vantage Drilling. Robert Clarkson is also singled out.
O’Melveny & Myers LLP’s high-yield strength lies predominantly in advising issuer clients, and the team has a steady flow of instructions in the arena. Recent highlights include advising Conexant Systems in a $175m Rule 144A high-yield offering of 11.25% senior secured notes, as part of a balance sheet restructuring project, with David Johnson and John-Paul Motley in Los Angeles leading the transaction. The group also advised International Lease Finance Corporation in a Rule 144A/Reg. S offering of $2.75bn of unsecured notes, comprising $1.25bn 8.625% senior notes, and $1.5bn 8.75% senior notes. Co-chair of the corporate finance and capital markets practice Gregory Ezring represented portfolio company Quality Distribution in a $225m 9.875% second-priority senior notes offering. Ezring is based in the firm’s New York office, and provides key support to the California-based firm.
Described as a ‘terrific firm’ in terms of its securities practice, Paul, Weiss, Rifkind, Wharton & Garrison LLP has a rapidly increasing profile in the high-yield debt space. The ‘skilled’ group is praised for its ability to ‘maintain professionalism when dealing with adversaries’. Acting predominantly for issuer clients, the team advised AbitibiBowater in a $850m Rule 144A offering of 10.25% senior secured notes, and also assisted Cleaver Brooks in a $185m Rule 144A offering of 12% senior secured second-lien notes: deals led by Lawrence Wee and Raphael Russo respectively. Russo also advised the Harbinger Group in a $350m senior secured notes offering. John Kennedy represented Interline Brands in a $150m Rule 144A offering of 7% senior subordinated notes, and, drawing on the firm’s private equity expertise, also advised Ply Gem Industries in a $150m Rule 144A offering of 13 1/8% senior subordinated notes. Andrew Foley and Tracey Zaccone are also recommended.
Proskauer Rose LLP’s high-yield debt group advises issuers and managers, and has a strong reputation for work on the manager side. Frank Lopez and Julie Allen lead the practice, which is noted for its ‘unique combination of expertise and responsiveness’ and its ‘focus on problem solving’. In January 2010 Allen assisted Icahn Enterprises and Icahn Enterprises Finance in a $2bn high-yield bond offering, while in April 2010, Lopez represented the Overseas Shipholding Group in a $300m high-yield public bond offering. On the manager side, Jefferies & Company is a major client for the firm, and the team regularly assists the bank in Rule 144A offerings, totalling $1.5bn in 2010. Stuart Bressman has ‘deep experience’, and Monica Shilling is highly rated for her ‘ability to get deals done’. Justin Breen, a former associate at Cahill Gordon & Reindel joined the team as a partner in December 2010, bringing substantial high-yield experience.
Sullivan & Cromwell LLP has an active high-yield debt practice, and whilst it is already highly regarded for its issuer-side experience, it is making increasing efforts to extend its capabilities on the manager side. The return of John Estes to New York from the firm’s Melbourne office brings additional high-yield debt expertise. Transactional highlights included advising Cablevision Systems in a $1.25bn SEC-registered offering of high-yield senior notes, and in a further $900m Rule144A/Reg. S unregistered 8.625% senior notes offering, a deal led by the recommended Robert Downes and John Mead. In another notable deal, Neal McKnight and Andrew Soussloff advised issuer client United Rentals in its $750m offering of 8.375% senior subordinated notes, sold under a shelf registration agreement made between the client and the SEC.
White & Case LLP’s high-yield capabilities incline towards manager clients, with the highly recommended Ron Brody and Gary Kashar leading a team experienced in complex transactions. Brody led in advising two investment banks regarding a senior notes offering by FMG Resources, a subsidiary of Fortescue Metals Group. Brody also represented Jefferies & Company, KeyBanc Capital Markets and BMO Capital Markets Corporation as the initial purchasers in the $210m offering of 9.5% senior secured notes due 2017 by Thermon Industries. Kashar has had a recent focus on the issuer side, and assisted key client Calpine Corporation regarding the sale of a $400m senior notes offering and a further $1.1bn senior notes offering, used to repay part of the term loan borrowings under the client’s existing credit facility.
Corporate restructuring
Index of tables
Corporate restructuring
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1
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2
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3
- Akin Gump Strauss Hauer & Feld LLP
- Bingham McCutchen LLP
- Cadwalader, Wickersham & Taft LLP
- Cleary Gottlieb Steen & Hamilton LLP
- Dechert LLP
- Fried, Frank, Harris, Shriver & Jacobson LLP
- Jones Day
- Kramer Levin Naftalis & Frankel LLP
- Milbank, Tweed, Hadley & McCloy LLP
- White & Case LLP
- Willkie Farr & Gallagher LLP
Leading lawyers
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- Corinne Ball Jones Day
- Donald Bernstein Davis Polk & Wardwell LLP
- Martin Bienenstock Dewey & LeBoeuf LLP
- Jack Butler Skadden, Arps, Slate, Meagher & Flom LLP
- Richard Cieri Kirkland & Ellis LLP
- Evan Flaschen Bracewell & Giuliani LLP
- Marcia Goldstein Weil, Gotshal & Manges LLP
- Stephen Karotkin Weil, Gotshal & Manges LLP
- Alan Kornberg Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Richard Levin Cravath, Swaine & Moore LLP
- Harvey Miller Weil, Gotshal & Manges LLP
- Harold Novikoff Wachtell, Lipton, Rosen & Katz
- Peter Pantaleo Simpson Thacher & Bartlett LLP
- John Rapisardi Cadwalader, Wickersham & Taft LLP
- Michael Reilly Bingham McCutchen LLP
- James Sprayregen Kirkland & Ellis LLP
Kirkland & Ellis LLP’s over 100-strong international team has the critical mass and ‘restructuring expertise’ to handle many of the largest national and cross-border mandates in the market and is ‘among the best debtor-side lawyers in the country’. As well as standalone instructions, the practice generates a significant amount of its predominantly debtor-side workload from its impressive array of corporates and private equity clients. As a full-service powerhouse, the firm is able to provide deep industry specific expertise in areas such as gaming, media, real estate, manufacturing and transportation, as well as complementary expertise in corporate, tax, litigation and finance. This overarching excellence has seen the practice involved in a slew of some of the country’s largest debtor mandates in recent years, including work for Pierre Foods, Solutia, Hines Horticulture, Tropicana Entertainment, Sea Containers and Eddie Bauer Holdings. Recent major assignments include successfully guiding Charter Communications out of Chapter 11 protection, in ‘one of the largest and most complex pre-arranged bankruptcies ever’; the ‘fantastic’ Richard Cieri and ‘great strategist’ Paul Basta both had an integral role. Other notable matters included successfully guiding Chemtura and General Growth Properties out of Chapter 11 protection, and the team’s current representation of Innkeepers USA Trust, the owner and operator of an extensive portfolio of extended-stay and select-service hotels, in its $1.4bn restructuring. Able to tap into strong international restructuring teams particularly out of London, another sweet spot for the team is its ability to handle complex multi-jurisdictional instructions, successfully guiding the Reader’s Digest Association out of its pre-arranged Chapter 11. As well as informing a significant amount of its debtor practice, the firm’s private equity clients also provide a pipeline of work in relation to distressed M&A assignments, recently acting for Oaktree Capital Management on its acquisition of Regent Communications. ‘Great strategist’ Marc Kieselstein, the ‘immensely talented and experienced’ James Sprayregen and ‘very good negotiator’ Anup Sathy are pivotal members of a team which also acts for FGIC, Flying J, Neff, Visteon and Japan Airlines.
Spearheaded out of its New York and Chicago offices and also aided by lawyers in Los Angeles, Wilmington and an impressive international network, Skadden, Arps, Slate, Meagher & Flom LLP provides a strong all-round service to an eclectic array of clients including companies, boards of directors, lenders and investors. While some have pointed to a diminishing debtor franchise – partly as a result of a number of high-profile departures in recent years – a glance at the firm’s deal list proves that it still commands a great amount of respect. Led by ‘excellent’ Chicago-based co-head Jack Butler, the firm successfully guided automotive giant Delphi out of Chapter 11 protection, after divesting several of its businesses as part of its re-organization, with its core business now owned by a group of investors that include Delphi’s former DIP lenders. Other debtor-side highlights included advising financial services firm CIT Group on its pre-packaged bankruptcy. Emerging from bankruptcy only 40 days after filing, with one-third of its $3bn in unsecured debt slashed and maturities extended, the matter involved complex negotiations with regulators, management and customer communications to ensure there was no run on the bank. Described as ‘the best choice if something other than formal bankruptcy is an option’, the firm excels at providing ‘business-oriented’ solutions, as demonstrated by its pioneering use of the pre-pack. Similarly, using Section 363 of the Bankruptcy Code to sell or acquire a troubled company’s assets quickly has been an area in which the firm’s M&A capability has helped mould the industry standard. An impressive roster of funds regularly instruct the firm to handle their investments, such as Black Diamond Capital Management which it represented on its $145m acquisition of the US operations of the steel manufacturer PTC Alliance. A recent recruit from Simpson Thacher & Bartlett LLP, New York-based Ken Ziman has a strong track-record for representing senior secured lenders and recently represented JPMorgan, as agent for secured lenders and as lead arranger for exit financing in Six Flag’s Chapter 11. Other clients include Churchill Downs, Primus Telecomm Group, Bank of America, Silver Point Capital and Ziff Brothers Investments.
The ‘best-known debtor-side practice in the country’, Weil, Gotshal & Manges LLP has built up tremendous expertise in this niche and has represented the company in the five largest US bankruptcies ever. With attorneys including the impressive Stephen Karotkin spread out across the firm’s New York, Washington DC and Texas offices, the department has the critical mass and the geographical diversity to handle mandates irrespective of size and location. Allied to the firm’s ‘superb bankruptcy knowledge’ is its ability to provide an excellent service in the concomitant areas of law such as tax, corporate, employment and finance – an essential facet in handling major debtor cases. Led by the ‘amazingly good’ Marcia Goldstein, the team is praised for its ‘excellent business sense and responsiveness’, as well as its ability to ‘know when to fight and when not to’. Such strategic nous was recently brought to the fore in its representation of General Growth Properties – one of the largest real estate bankruptcies in US history. Led by Goldstein and the ‘excellent’ Gary Holtzer, the team restructured $15bn in property-related mortgage loans. Aided in part by equity commitments of $6.8bn from various funds (one of the largest equity infusions ever in a Chapter 11 case), the firm successfully negotiated the company out of Chapter 11. Notably, the company’s stock was also relisted on the NYSE during the Chapter 11 cases. As well as the group’s much vaunted ongoing representation of Lehman Brothers, other notable debtor mandates included its recent successful reorganizations on behalf of both Extended Stay and Pilgrim’s Pride. The relatively recent return of ‘doyen of the debtor’s bar’ Harvey Miller was a tremendous fillip for the team and was seen by many as the catalyst behind achieving the much sought after Lehman Brothers mandate. ‘Probably the best restructuring attorney I have ever met’, according to one client, up-and-coming Houston-based Lydia Protopapas has a varied debtor and creditor practice that recently saw her advising Anadarko E&P Company on its $310m acquisition with Newfield Exploration Company of assets in bankrupt TXCO Resources, a gas exploration and production company. Also based in Houston, Alfredo Perez is ‘particularly effective at assisting with business decisions and advising on how they will affect, or be affected by bankruptcy’. Along with the ‘accomplished’ New York-based Joseph Smolinsky, Perez recently represented BearingPoint in the filing of its pre-arranged Chapter 11 case with approximately $2.23bn of debt. Although the practice is best-known for its debtor expertise, a glance at its client roster indicates that it is more than a “one-trick-pony”, with clients including lenders such as Credit Suisse and Citigroup, as well as funds including GE Capital and Washington Mutual.
Utilising lawyers in London, Paris and Hong Kong, in addition to its capable East and West Coast offering, Davis Polk & Wardwell LLP’s 62-strong team has the critical mass and geographical diversity to handle sophisticated domestic and cross-border mandates, on either the creditor or debtor side. At the cutting-edge of many of the highest-profile roles for organisations at the very eye of the financial storm, the team has been one of the principal beneficiaries of TARP-related restructuring programs. Led by the ‘excellent’ Marshall Huebner, the team continues to represent the Federal Reserve Bank of New York and the US Department of Treasury on the $180bn restructuring of AIG. Reflective of the firm’s deeply entrenched relationships with a number of key Wall Street banks, including Citibank, JPMorgan and Bank of America, Huebner has also handled a number of more traditional creditor-side mandates. Having represented Citibank on its $8.5bn DIP financing of Lyondell Chemical, along with Timothy Graulich, he put into place the $11.1bn exit financing, ensuring that the company successfully emerged out of Chapter 11 protection. Co-head Donald Bernstein also has a fantastic reputation in the market, a fact that is underscored by his role as chair of the prestigious National Bankruptcy Conference. In addition to orchestrating the restructuring of Ambac Assurance for 14 global financial institutions, notably, Bernstein is involved on behalf of JPMorgan as agent under Chapter 11 debtor Tribune’s $8.5bn prepetition senior credit facility. Karen Wagner, Benjamin Kaminetzky and Damian Schaible are also recommended partners of a team whose clients include Barclays, San Antonio Internacional, Lehman Brothers International (Europe), Goldman Sachs, Morgan Stanley and Technicolor.
A stalwart on the creditor side, both in relation to senior secured lending engagements and distressed M&A mandates, the ‘top-notch’ Latham & Watkins LLP underscored its intentions to bolster its debtor practice with the recent arrival of the ‘wise and experienced’ Jan Baker from Skadden, Arps, Slate, Meagher & Flom LLP. Baker’s arrival has already started to pay dividends and has seen the firm pick up some impressive company mandates. Notably, along with fellow New York-based co-chair Robert Rosenberg, Baker represented Boston Generating in its $2bn Chapter 11 proceedings. A complex matter, in addition to a Section 363 $1.1bn sale of five power plants to Constellation Energy, the mandate also involved litigation as the junior creditors attempted to prevent the sale of assets. West Coast debtor engagements also continue to tick over, with Los Angeles-based Greg Lunt and Michael Lurey representing Spansion on its $3bn Chapter 11 proceedings. While these debtor mandates illustrate the firm’s broadening scope, it remains its creditor work that is undoubtedly the driving force behind the practice. Able to tap into an institutional client base that includes some of the great and the good of Wall Street, including the likes of Goldman Sachs, JPMorgan, Morgan Stanley and Credit Suisse, the firm regularly represents the senior secured lenders’ interests in some of the largest nationwide and cross-border insolvencies in the market. Led by ‘outstanding’ Chicago-based Rick Levy, the firm represented a group of lenders which included JPMorgan and Merrill Lynch, in a $600m exit financing for Almatis, a producer of premium speciality alumina materials, in connection with its Chapter 11 proceedings. Levy receives plaudits for his ‘ability to bring a divergent group of stakeholders together to work on a solution and build consensus’. ‘Highly intelligent and capable’ global chair of the firm’s finance department David Heller has an excellent pedigree for advising senior and junior creditors, while Josef Athanas has a reputation as a rising star. Other notable bank-side mandates included advising Credit Suisse as agent bank for the secured lenders in Bosque Power’s Chapter 11. Aided by the firm’s corporate team, the group also handles a raft of distressed M&A matters for an impressive roster of funds that includes Angelo Gordon, Bayside Capital, Black Diamond and Centerbridge. Involved in numerous distressed acquisitions stemming from the Nortel bankruptcy, amongst others, the team represented One Equity Partners and GENBAND on the $282m acquisition of most of Nortel’s carrier VoIP and Application Systems (CVAS) business.
A ‘go-to-firm in this area’, Paul, Weiss, Rifkind, Wharton & Garrison LLP’s lean 31-lawyer team is ‘very knowledgeable about business-focused solutions and is intimately familiar with bankruptcy and procedural law’. A dominant force on the creditor side, the firm handles work for both bondholders and banks. ‘Particularly strong in committee representation’, the team recently represented the unsecured creditors’ committee in Tronox’s restructuring, as well as the ad-hoc committee of bondholders on GM’s Chapter 11 case. ‘Very accomplished at handling important, complex projects’, led by the ‘very knowledgeable, insightful, practical and focused’ Alan Kornberg, the team assisted the bondholders of the CIT Group in structuring $3bn in emergency financing, negotiating a pre-packaged reorganization plan to provide $4.5bn in Chapter 11 financing and restructuring approximately $33bn in debt. The firm’s ‘smart, creative, hardworking and dedicated’ lawyers also handle some fairly esoteric matters as demonstrated by its representation of Stuyvesant Town – Peter Cooper Village Tenants Association, in the financial restructuring of the ownership of Stuyvesant Town – Peter Cooper Village. Frequently working seamlessly with other practice groups at the firm, most importantly the tax team, the firm can also lay claim to an increasingly robust company-side offering. As well as its recent work on behalf on AbitibiBowater in its $8bn restructuring, the team is acting for Houghton Mifflin Harcourt Publishing on its restructuring. Led by Kornberg and Jeffrey Saferstein, this complex restructuring involved senior secured lenders converting more than half of their $4bn debt into equity and mezzanine lenders with $2.1bn of secured debt converting it all to equity. Stephen Shimshak is also a highly valued member of the team – particularly in cases likely to litigate – and is praised for his ‘technical excellence and excellent business acumen’.
Headed by the ‘phenomenal’ Peter Pantaleo, New York-based white-shoe powerhouse Simpson Thacher & Bartlett LLP effectively knits together its market leading capital markets and ‘unbelievable’ banking expertise with its restructuring prowess to provide an ‘efficient and first-class service’ to a predominantly creditor-facing client base. Particularly accomplished advising senior secured creditors, the firm has recently handled work for both JPMorgan and Citicorp, as senior creditors in the Chrysler and GM insolvencies. In another high-profile mandate, the team handled further work for JPMorgan in its role as agent for MGM Studio’s $4bn senior secured credit facility. Led by the ‘very effective’ Sandeep Qusba, the firm also represented Deutsche Bank, as agent under a $900m senior secured facility, in connection with Station Casino’s Chapter 11 case. Leveraging off its impeccable private equity credentials that include close ties with KKR and Blackstone, the team also handles a raft of work advising on out-of-court work for troubled portfolio companies. The firm’s private equity ties also sees the practice involved in numerous distressed acquisition, such as for a Blackstone-led joint venture on a $1.3bn acquisition of a majority interest in a portfolio of 149 senior living properties. Mark Thompson provides ‘timely and prudent legal advice’ to both banks and funds acquiring troubled companies. In addition to its corporate capabilities, the firm also includes a strong bankruptcy litigation capability both for creditors and debtors across the gamut of matters including disputes over DIP financing facilities, plan confirmation and allegations of fraudulent conveyances. In the firm’s long-running representation of Wachovia in Adelphia’s bankruptcy proceedings, it has been involved in a raft of litigation including representing the bank as a defendant in the subsequent breach of duty fiduciary duty litigation. William Russell was at the forefront of the aforementioned matter and is a highly regarded member of the litigation practice.
While it may be smaller than other competitor firms, Wachtell, Lipton, Rosen & Katz’s ‘outstanding’ team punches well above its weight and is regularly involved in many of the highest-profile national and international bankruptcy cases for a predominantly creditor client base. At the heart of activity at the cusp of the financial meltdown, the team is praised for its ability to handle ‘high-profile, sophisticated and politically sensitive’ cases, as evidenced by its recent representation of the US Department of Treasury on its rescue investment in the conservatorship of Freddie Mac and Fannie Mae. Other notable mandates include its representation for bank groups in both Masonite and Spectrum Brands’ Chapter 11 cases. The group also regularly works in tandem with its corporate and finance group on distressed M&A transactions, as exemplified by its representation of Man Financial on its acquisition of Refco’s futures business in a contested auction. The practice also benefits from a strong litigation presence. This contentious expertise was recently brought into play in relation to its defense of JPMorgan in a multibillion-dollar avoidance and damage claim lawsuit brought by Lehman and its creditor committee. The undoubted star is the ‘peerless’ Harold Novikoff, who also heads the team. Praised for his ‘sheer excellence and intellectual rigor’, Novikoff is at the heart of the majority of the marquee mandates handled by the firm, including its representation of JPMorgan, one of the largest creditors of Lehman. Other recommended individuals include distressed M&A specialists, the ‘very high quality’ Scott Charles and the ‘very strong’ Eric Rosof, as well as Richard Mason, who has a robust practice with a bias towards representing bank and bondholder groups. All the recommended lawyers are based in New York.
Driven out of New York, Akin Gump Strauss Hauer & Feld LLP’s approximately 40-strong national restructuring practice provides a ‘very robust service’ to clients across a range of industry sectors. Keenly focused on the creditor side – particularly advising bondholders and creditors’ committees, where it is viewed as ‘one of the best in the market’ – the practice has handled a raft of high-visibility mandates. It is representing the official committee of unsecured creditors of Nortel and advising the creditors’ committee of WCI Communities in Chapter 11 proceedings. Praised for its willingness to ‘work well with other constituent groups’, the firm’s ability to co-ordinate and harmonize the interests of diverse creditor interests, as well as its ability to draw on the expertise of several complementary disciplines including tax and litigation is appreciated by clients. While the firm’s involvement for the official or ad-hoc committee in over 140 major restructurings since 1999 is clearly illustrative of its core strength, its bandwidth is wider than that, as demonstrated by its recent involvement for Hawaiian Airlines, and Scott Cable Communications in their respective restructurings. Another area of strength is the team’s expertise in the real estate secured lending market. Fred Hodara leads the practice and is spearheading the Nortel effort, a testament to his ability to deal with committees comprised of diverse creditor constituencies. Hodara has also been involved in restructurings relating to failed entities within the financial services industry, and is currently representing the liquidators of two Bear Stearns-managed subprime hedge funds. Daniel Golden heads the financial restructuring group in New York and is recognized for his bondholder and creditor committee prowess and, amongst other matters, recently led on the aforementioned WCI Communities mandate. The ‘very knowledgeable and experienced’ Michael Stamer, Stephen Kuhn and Abid Qureshi are also recommended.
Predominantly driven out of the firm’s New York and Boston offices, but also benefitting from a significant West Coast capability, Bingham McCutchen LLP’s ‘great team’ is recognized for its ability ‘to work on a myriad complicated situations’. While the firm lacks the diversity of many of its peers in the market, for bondholder mandates – particularly those involving an international element – the ‘team is hard to beat’. Reflecting this multi-jurisdictional expertise, the firm has been representing the bondholders of Mexico’s third largest retail group, Controladora Comercial Mexicana. ‘Excellent’ department head Michael Reilly led on this matter and also recently had a leading role in relation to the representation of the private noteholder group in the out-of-court restructuring of one of the country’s largest radio sports content networks Westwood One. ‘Easy to work with, responsive and knowledgeable’, the team is also praised for its ability to ‘know when and how to draw expertise from others when necessary’. In particular, the firm is able to tap into the expertise of its investment management lawyers. This ability to call upon the services of other practice areas is also highlighted in relation to the firm’s distressed M&A capability. In this capacity, the ‘sharp, thorough and pleasant’ Jonathan Alter represented Laurence Group on the acquisition in bankruptcy of substantially all of the operating business of Ultimate Escapes, a destination travel company. The ‘experienced and highly capable’ Edwin Smith has an excellent pedigree in the market and has handled a slew of work on creditors’ rights issues arising out of the Lehman Brothers bankruptcy, for amongst others State Street Bank & Trust. Smith has also participated in drafting a number of recent revisions to the Uniform Commercial Code (UCC) and ‘probably knows more than anyone in the country at matters at the interface between the UCC and bankruptcy’. Able to call upon a ‘consistent pool of talent’, other standout individuals include co-head Jeffrey Sabin and the ‘responsive and knowledgeable’ Anna Boelitz.
Cadwalader, Wickersham & Taft LLP’s investment in the restructuring team continues to pay dividends, and although the team recently lost Bruce Zirinsky to Greenberg Traurig LLP, the ‘exceptionally capable’ team continues to go from strength-to-strength and picked up some high-profile mandates in 2010; its work for LyondellBasell was particularly noteworthy. Indeed, the global chemical company emerged from bankruptcy in 15 months, having successfully secured the largest DIP financing in the history of Chapter 11 (at a time when the credit markets were frozen). Other notable debtor work included successfully guiding Xerium Technologies through its pre-packaged Chapter 11 which involved an $80m DIP loan, and the team is also advising Caribbean Petroleum on its restructuring. The firm’s position as a perennial favourite among the US Department of Treasury has led to a vast flow of work relating to the various investments it made into the private sector. As well as representing the Treasury in connection with CIT’s $29bn debt exchange, the team also acted for it in connection with both Chrysler and General Motor’s restructurings. The practice also has a robust banking client base that includes JPMorgan and Bank of America, the latter which it represented in its capacity as administrative agent on behalf of first-lien lenders under a $420m secured credit facility issued to troubled company BLB Worldwide Holdings. Co-chair Deryck Palmer is a ‘very effective litigator especially when he is required to argue a difficult issue’ and regularly handles restructuring issues affecting municipalities and the healthcare industry. The ‘extremely capable, effective and creative’ Andrew Troop’s broad practice includes the representation of both creditors and debtors from a raft of industries, as well as having a niche representing non-profit making organizations. Other notable partners include ‘superb and fantastic’ co-chair John Rapisardi and George Davis.
Cleary Gottlieb Steen & Hamilton LLP’s ‘facile and flexible’ core team of 11 partners provide expertise in ‘complex matters’ that frequently involve a myriad legal issues, ranging from M&A to derivatives and similar complex structures. Imbued with the firm’s overall generalist approach, the team’s lawyers are well-suited to the increasingly sophisticated and often transactional nature of restructuring, and are adept at providing a one-stop-shop at handling restructuring mandates that require corporate, capital markets, litigation and financial products input. Although it is traditionally better known for its creditor work, more recently the firm has handled some big-ticket debtor mandates including its role for the company in the global Nortel bankruptcy. Led by James Bromley, this has required constant interaction between the firm’s New York, Paris and London offices as the debtor has commenced proceedings in the UK and France, as well as the US, Canada and Israel. In another major cross-border debtor mandate, up-and-coming partner Sean O’Neal is representing Truvo Group, a European directories company, on its $1.9bn global restructuring through a pre-negotiated Chapter 11 proceeding. On the creditor side, following on from its high-profile representation of Barclays Capital on the $1.75bn acquisition of Lehman Brothers’ North American investment banking and capital markets businesses, the firm underscored its transactional excellence with its involvement for Goldman Sachs as a lead investor in the $1.25bn rights offering in Visteon’s Chapter 11 case. Spearheaded by Richard Cooper, the group remains a firm favorite for clients involved in Latin American restructurings and is currently representing the ad-hoc committee of international bank creditors of Controladora Comercial Mexicana, one of Mexico’s largest retailers, in its restructuring. Lindsee Granfield, Lisa Schweitzer and Lee Buchheit are also recommended.
‘Excellent in all respects’, Dechert LLP’s 30-strong New York-based team continues to make in-roads in the market as a result of recent investment in the area and has picked up some high-profile mandates predominantly on the creditor side. Well integrated with a number of the firm’s core practice areas including structured finance and M&A, this manifests itself most visibly in relation to its ability to tap into the firm’s ‘superb’ funds practice. Indeed, the group picks up a pipeline of instructions from funds in a number of guises, either as debtor, bondholder or seeking to acquire assets out of bankruptcy. Co-chair Allan Brilliant and Craig Druehl advised Oaktree Capital Management, Fidelity Management and Research Company, and Serengeti Asset Management, as bondholders in Station Casino’s Chapter 11. As part of the confirmation plan, the bondholders committed to acquiring up to $100m of equity interests in connection with a rights offering. ‘Outstanding along all dimensions and very commercial’, Brilliant has had a major impact on the practice since his recruitment from Goodwin Procter LLP in February 2010 and has also picked up work for, amongst others, Wilmington Trust in relation to negotiating an amendment to its second lien credit agreement with recruitment agency Koosharem and the first lien lenders, pursuant to which the parties agreed to a short-term recapitalization of the borrower in exchange for a warrant structure that could result in the lenders gaining majority ownership of Koosharem. Recently promoted to partner, the ‘highly knowledgeable, very practical, efficient and timely’ Brian Greer has a broad ranging practice that encompasses all facets of in and out-of-court restructuring matters including debtor mandates and distressed M&A. Greer is representing the outside directors of Lehman Brothers Holdings in connection with Lehman’s Chapter 11 cases. Other clients include Angelo, Gordon & Co, Bank of New York Mellon, BlackRock, DDJ Capital Management, Mendocino Redwood, OppenheimerFunds and PNC Bank.
Although it is small in comparison with many of its peers, Fried, Frank, Harris, Shriver & Jacobson LLP’s six-partner New York-based practice has successfully been able to furrow a very nice niche in the market as a result of its ability to provide ‘pragmatic, business sensitive and solutions-orientated advice’ to clients. Regularly leveraging off the expertise of other relevant practice areas including litigation, corporate and capital markets, the firm has a very transactional approach to restructuring work and will only look to formal Chapter 11 as a last resort in an effort to best maximize value for the client. This approach was recently illustrated in the firm’s representation of a consortium of private equity sponsors, led by Centerbridge Partners, in the $3.93bn acquisition of Extended Stay Hotels out of Chapter 11. ‘Superb’ team head Brad Scheler led on this matter and is central to many of the firm’s most sophisticated transactions including its representation of Fidelity Management & Research Company as a bondholder in the Six Flags restructuring. The team was bolstered by the arrival in March 2010 of Shannon Lowry Nagle from O’Melveny & Myers LLP. Specializing in creditor mandates, Nagle recently represented numerous hedge funds, including Appaloosa Management, as major creditors of failed bank Washington Mutual. Gary Kaplan also has a strong reputation and along with the ‘excellent’ Alan Resnick recently helped Cooper-Standard Automotive Holdings successfully emerge from Chapter 11 protection.
A traditional debtor powerhouse, Jones Day has successfully diversified its practice over recent years in line with the ever evolving and sophisticated nature of the insolvency market. Led by New York-based Paul Leake, as well as now advising a number of distressed funds such as Patriarch Partners, Wilbur Ross and Aurora Resurgence, the firm has picked up some significant work for creditors, including the ad-hoc committee of bondholders on Chemtura’s Chapter 11 bankruptcy cases. Holding debt of over $740m, notably, the team successfully had its global settlement approved by the court in spite of opposition from the equity holders. Able to call upon the services of 24 dedicated insolvency partners in the US and aided by a strong international presence, the firm has the critical mass and geographical diversity to handle big-ticket debtor mandates regardless of location. Praised for its ‘responsiveness, superb knowledge of the bankruptcy process and very insightful strategy planning’, hot on the heels of its high-profile work for Chrysler, the group is representing automotive parts supplier Metaldyne on its Chapter 11 proceedings. Following on from the auction sale of substantial business units to a new company formed by secured creditors, a wind-down and liquidation of the assets that were not sold has now largely been completed. The practice also continues to be involved in a slew of work in its capacity as special counsel to Lehman Brothers in the US and Asia. It advised Lehman Brothers in an investigation relating to the sale of substantial assets to Barclays Capital. The ‘exceptional’ Corinne Ball has a tremendous reputation in the market and was a pivotal figure of both the Chrysler and Metaldyne work. Other notable practitioners include the ‘insightful, strategic, proactive and efficient’ Rick Wynne, the ‘terrific’ Heather Lennox and the ‘effective and knowledgeable’ Carl Black.
‘Among the top for creditors work’, Kramer Levin Naftalis & Frankel LLP’s 14-partner New York-based team specializes in ‘very high-impact, high-value work’ and is praised for its ability to achieve a ‘balance between technical/academic knowledge of bankruptcy law and creativity and tenacity’. ‘At the top of the list for creditors’ committee work’, the firm has recently handled matters for the official creditors’ committees of Capmark Financial Group, Smurfit-Stone Container, Magna Entertainment, and the official equity committee in WR Grace. ‘Appropriately inclusive of experts from within the firm when special knowledge and experience is required’, this manifests itself particularly starkly in relation to the firm’s involvement for clients seeking to make distressed investments. Working alongside the firm’s M&A team, the practice is regularly involved in sales and purchases pursuant to Section 363 of the Bankruptcy Act. Led by Thomas Janover, the firm also has a sub-group specializing in claims trading that is widely regarded as one of the best in the market. Instructed by investment banks, commercial banks and hedge funds, this sub-group handles on aggregate more than 2,500 transactions and in excess of a billion dollars of distressed transactions each year. ‘Very intellectual in his approach, tenacious and vastly experienced’, co-head Kenneth Eckstein has been involved for either creditor or debtor interests in many of the largest restructurings over the past 30 years. Praised for his ‘ability to apply the law and develop practical solutions that allow the team to build consensus with other constituencies’, Eckstein is currently representing Saint Vincent Catholic Medical Centers as Chapter 11 debtors in a high-profile, complex hospital and healthcare restructuring. The ‘creative and forceful’ Adam Rogoff and ‘technically strong’ co-head Thomas Moers Mayer are also recommended, while on the contentious side, the ‘high-quality’ Jeffrey Trachtman is an integral part of a cadre of bankruptcy litigators that also includes Philip Kaufman.
‘Very good indeed’, Milbank, Tweed, Hadley & McCloy LLP’s ‘terrific’ 43-strong team provides ‘very commercial advice’ to a largely creditor client roster from its New York, Washington DC and Los Angeles offices. ‘Attuned to creditors’ rights and needs’, the firm is ‘one of the best in the market’ for ensuring that bondholders maximize their value in restructurings. A go-to-firm for committee work in many of the highest-profile mandates around, as well as its continued role for the creditors’ committee in the Lehman Brothers restructuring, the team is also representing an ad-hoc committee of bondholders in the Nortel bankruptcy. By no means limited to bondholder matters, the team also picked up work for an ad-hoc group of approximately 50% of the senior secured lenders owed in excess of $12bn in Lyondell Chemical’s bankruptcy. Given its standalone resources, as well as its ability to incorporate the resources of many complementary practice groups, it is perhaps not surprising that the firm is also picking up a considerable pipeline of debtor work including its involvement for Station Casinos as debtor-in-possession in a Chapter 11 restructuring involving more than $5.7bn of debt. The ‘superb’ Los Angeles-based Paul Aronzon continues to thrive since his return in September 2008 to private practice, having key roles in the Lehman Brothers and Station Casinos mandates. ‘Very balanced and knowledgeable’ practice group leader Dennis Dunne has a wealth of experience both on the debtor and creditor side and is a pivotal member of a team which also includes the ‘very strong’ Gregory Bray and Robert Moore.
White & Case LLP represents a balanced mix of creditors and debtors – including corporates, banks and hedge funds – across all facets of in and out-of-court bankruptcy process. Led out of Miami and New York respectively by the ‘superb’ Thomas Lauria and Gerard Uzzi, the firm receives accolades for its ‘highly impressive’ distressed/hedge fund practice. Recent work in this arena includes representing the largest, organized group of bondholders (with holdings of over $15bn of debt) in opposing Lehman Brothers Holdings’ on-going plan efforts in its Chapter 11. The team is also representing a group of bondholders (holding over $4bn) in connection with the negotiation and development of an amended Chapter 11 plan that will provide for the full payment of all senior notes in relation to the bankruptcy of Washington Mutual. The firm is also noted for its ability to provide clients with an innovative and sophisticated approach to problems and this was particularly well illustrated in relation to its recent work in the Six Flags restructuring. Headed by John Cunningham, the practice successfully ensured that the original junior lenders of the troubled amusement park operator achieved 95% of the equity in the company. Having objected to an initial plan, which would have wiped out its clients’ claims, the firm brought in new finance that won more time to come up with the successful reorganization plan. With 23 lawyers in the US and able to call upon the services of restructuring lawyers in 23 countries, unsurprisingly the firm also excels at cross-border mandates. It represented international auto parts manufacturer Global Safety Textiles on its recent Chapter 11. Successfully able to leverage its tremendous international network, the team succeeded in restructuring the company’s debt without the need to commence formal in any of the other jurisdictions where the company does business. Other clients include Blackstone, Boyne Capital, Credit Agricole, Deutsche Bank, Focus Property Group, Global Safety Textiles and HIG Capital Management.
Now numbering 16 partners following the recent arrival of Mary Warren and Joseph Minias from Linklaters and Quinn Emanuel Urquhart & Sullivan, LLP respectively, Willkie Farr & Gallagher LLP’s New York-based business reorganization and restructuring team provides expertise for debtor and creditor clients across the waterfront of matters, from distressed M&A mandates to representing corporates in Chapter 11 proceedings. Able to tap into the complementary services of strong corporate, tax, litigation and employee benefits teams, the firm remains a ‘strong candidate’ for handling significant debtor mandates and recently successfully guided RathGibson and EnviroSolutions out of Chapter 11. Although its debtor mandates may grab the headlines, the firm has successfully managed to diversify its practice and in line with the increased transactional nature of the bankruptcy market has targeted investor side and distressed M&A matters as an area of focus. In this regard, the team recently represented a Brookfield Asset Management-led consortium on the $6.5bn acquisition of a major equity stake in General Growth Properties, and acted for Centerbridge Capital Partners on the acquisition of GMAC’s resort finance business. Co-head Marc Abrams is a particularly accomplished debtor-side lawyer, although his recent work for clients such as Brookfield Asset Management point to an increasingly diverse practice in keeping with the firm’s overall strategy. Co-chair Matthew Feldman has an excellent reputation, both on the debtor and creditor side, and is regularly the architect of many of the firm’s most innovative strategies, while the presence of ‘wise head’ Myron Trepper as senior counsel affords the team even greater gravitas.
In existence for almost three years, Cravath, Swaine & Moore LLP’s ‘professional and thorough’ New York-based restructuring team has quickly made a significant impression on the market. Led by the ‘superb and vastly experienced’ Richard Levin, the small two-partner team excels in complex creditor mandates. Benefiting from the ethos of the firm as generalists, the team is, however, regularly aided by practitioners from within the banking, capital markets, corporate and litigation groups. It recently represented Credit Suisse on negotiating an out-of-court restructuring of approximately $265m of existing senior secured debt and mezzanine debt of Thomas Nelson, a publisher of religious books and promoter of religious events. The firm has also handled a plethora of distressed M&A mandates. While the firm is much less active on the debtor side, it has begun to pick up some Chapter 9 mandates from municipal bodies and is praised for its ‘deep knowledge in the area’. Led by Levin and Paul Zumbro, the firm is advising the City Council of Harrisburg, on a pro-bono basis, in connection with the city’s parlous financial situation. A particularly high-profile mandate, the work includes an analysis of the filing of a municipal bankruptcy under Chapter 9 and of proceeding as a distressed municipality status under Pennsylvania’s Financially Distressed Municipalities Act. The team is also representing New York City Off-Track Betting, the only Chapter 9 bankruptcy filed in New York State. Other clients include Westbrook Partners, JPMorgan, Time and Optimal Investment Services. One client commented: ‘The team is my favorite because of its depth and breadth of knowledge, its honest and fair assessment of every issue, excellent advice and balance of being aggressive when necessary but accommodating and willing to compromise when advisable’.
The ‘outstanding’ Debevoise & Plimpton provides a ‘wonderful level of service’ to a broad range of clients including debtors, creditors, investors and shareholders. ‘Highly detail-orientated, efficient and responsive’, the seven-partner New York-based team is ‘particularly strong in document analysis’. While it lacks the critical mass to handle a huge volume of debtor-side Chapter 11 mandates, it regularly handles out-of-court restructurings, as well as picking up specialist work, including its relatively recent role as special counsel for Delta Air Lines on its restructuring. Clients do, however, benefit from the attention of a ‘cadre of highly experienced senior attorneys who make themselves accessible to clients instead of solely delegating work to junior attorneys’. Co-head Steven Gross is a ‘wonderful counsellor who can always put a situation in perspective’ and recently advised Eutelsat in contract matters relating to Sea Launch Company’s Chapter 11. The ‘excellent’ George Maguire is particularly accomplished at distressed M&A matters and is recommended, as are My Chi To and co-head Richard Hahn.
Led by the ‘wonderful, dedicated and brilliant’ Martin Bienenstock, Dewey & LeBoeuf LLP’s ‘top-notch’ New York-based team provides ‘incredible insight and depth of understanding’ to an impressive roster of clients within the financial, energy and insurance sectors including Bank of America, Citibank, Deutsche Bank, CNR Properties and Ambac Assurance. Praised for its ‘outstanding professionalism’ and ‘strength in knowledge and resources’, the team combines corporate governance and restructuring expertise with the intention of avoiding liquidations and seeking ‘creative solutions’ in order to maintain shareholder values. Involved in a number of the problems besetting the automotive industry, Bienenstock has recently handled work for GM in the development of its Chapter 11 strategy, as well as the representation of Chrysler Financial during Chrysler’s Chapter 11 proceedings. Peter Ivanick is also a central figure within the team and is pivotal to the firm’s unparalleled expertise at handling insurance restructurings. Indeed, following his recent representation of Scottish Re on its $8bn global restructuring, Ivanick is currently acting for another major insurance company in the restructuring of its global operations. The ‘excellent’ Timothy Karcher is also recommended, in particular for his representation of retail, insurance and financial companies. At the beginning of February 2011, the firm’s West Coast office was given a major fillip by the arrival of the ‘extremely bright’ Bruce Bennett LLP and his nine-strong team from Hennigan Dorman LLP.
Based out of the firm’s Chicago headquarters but also benefitting from a growing New York offering, Jenner & Block LLP’s ‘exceptional’ team handles all facets of restructuring for both creditors and debtors including distressed M&A, debt-for-equity exchanges and insolvency-related litigation. Acclaimed for its ability to provide ‘creative and practical solutions’ and maximize value for the client, this was recently underscored by the team’s successful contested representation of Inland American Real Estate Investment Trust and LIP Holdings in the Lauth Investment Properties Chapter 11 cases. Co-chair of the firm’s bankruptcy litigation practice, Catherine Steege led on this matter and receives fulsome praise for her ‘knowledge of the rules, speed on her feet and aggression when needed’. Indeed, bankruptcy litigation accounts for a significant proportion of the work handled by the wider restructuring group. Other highlights included representing Magnatrax Litigation Trust in connection with fraudulent transfer litigation against Onex, and the team’s high-profile involvement on an investigation of the events that resulted in the commencement of Lehman Brothers’ Chapter 11. ‘Cool under pressure, intimately familiar with the situation and very helpful’, Vincent Lazar is regularly involved in the highest-profile mandates handled by the firm, including the work for the Examiner of Lehman, as well as an ongoing representation of a Chapter 11 trustee of Sentinel Management Group in its $1bn investment adviser fraud case.
Driven out of New York but aided by significant outposts in Boston and Philadelphia, Morgan Lewis’ 36-strong team handles work for a broad client base in bankruptcies and out-of-court restructurings. Leveraging off deeply entrenched ties with a number of major Wall Street banks, the practice has a well-earned reputation as one of the leading firms in the market for DIP financing and exit lending. A longstanding relationship with JPMorgan has seen the team instructed by the bank as DIP agent and arranger in a slew of mandates including Tower Automotive, Kmart, American Commercial Lines, Burlington Industries, Polaroid and Bruno’s. Distressed company transactions are also a staple of the firm. Operating under the banner of a bespoke task force, the team brings together members from several complementary practice groups including M&A, private equity, finance and tax, to advise clients across the full suite of mandates, from debt swaps and loan-to-own transactions to section 363 sales. The firm also has a niche expertise advising creditors’ committees in the entertainment industry. Although the practice was weakened by the recent departure of former co-head Howard Beltzer to Mayer Brown, it still houses a number of well-respected and skilful practitioners including practice head Richard Toder, who as well as his excellent pedigree for advising senior secured lenders such as JPMorgan and Wachovia, also regularly serves as a mediator in the Southern District of New York Bankruptcy Court.
Shearman & Sterling LLP’s six-partner New York-based team provides a ‘responsive, reliable and excellent value-for-money service’ to a broad range of clients including debtors, creditor committees, banks, DIP lenders and buyers and sellers of distressed assets. Able to tap into the firm’s considerable expertise in a number of complementary practice areas including M&A, banking, capital markets and tax, the team excels at handling complex mandates that involve a multi-disciplinary approach. Praised for its ‘attention to detail, great fighting spirit and honesty’, it is perhaps best-known for its representation of senior secured lenders, where it is able to leverage off the firm’s deeply entrenched ties with a number of major lenders. Recent highlights include advising Citibank in its capacity as agent under a $1.5bn senior secured facility for Capmark on its restructuring. The matter also involves the defense of Citibank in relation to a threatened fraudulent conveyance suit. The team’s ‘excellent litigation’ capability was also brought to the fore on its representation of Daimler in the Chapter 11 cases of Old Carco. Following on from the department’s representation of Daimler on its sale of the majority interests in the Chrysler business, the unsecured creditors’ committee in the Old Carco cases alleged that certain of the transactions that were part of Daimler’s divestiture of its majority interest in Old Carco should be avoided as fraudulent conveyances. Aided by the firm’s ‘superb’ M&A platform, the team is also regularly involved in handling distressed M&A transactions for a range of entities including hedge funds and private equity firms. Headed by Frederic Sosnick, the team provides ‘excellent risk evaluation’ and includes recommended partners Douglas Bartner and James Garrity.
Based out of the firm’s Chicago headquarters and aided by strong capabilities on the East and West Coast, Sidley Austin LLP’s 20-partner team provides ‘great expertise and sound judgment’ to a nice balance of creditors and debtors. The practice is co-chaired from Chicago by ‘very prominent debtor-side lawyer’ James Conlan who is noted for his ‘creativity and strong negotiating skills’ and the ‘very strong’ Larry Nyhan. Both Conlan and Nyhan regularly spearhead some of the team’s most significant mandates and are leading on three major Chapter 11 cases for Neenah Enterprises, Pliant and Smurfit-Stone. The latter case is particularly complex as it involves dual bankruptcy proceedings in both the US and Canada. Cross-border work is indeed a staple of the work handled by the group, illustrated also by the firm’s current involvement – with assistance from its London office – for the senior secured lenders on the restructuring of $700m credit facilities issued by TI Automotive and its affiliates through a UK scheme of arrangement. The firm also continues to act for media and entertainment company Tribune on its $13bn restructuring. Matthew Clemente and Dennis Twomey are recommended. Other clients of the group include Merisant Company, Owens Corning, Federal-Mogul, The Flintkote Company and Bank of America.
Although it lacks the size of some of its peers in the market, Allen & Overy LLP more than makes up for it in its ability to handle complex and often cutting-edge mandates. Sitting within the firm’s wider 14-partner banking group, the group provides ‘responsive, efficient and extremely knowledgeable advice’ to a predominantly creditor-focused client base. The firm’s ‘deep experience in derivatives and financial markets’ sees the team regularly engaged in sophisticated and complex mandates for financial institutions such as Barclays, HSBC, JPMorgan and UBS. Indeed, it recently acted for UBS as agent for senior lenders under a $650m senior secured credit facility on Almatis’ restructuring. Able to tap into the firm’s massive international footprint, unsurprisingly the practice is regularly involved in cross-border matters and has stood at the vanguard of the implementation of Chapter 15 in the context of cross-border mandates. It is advising the provisional liquidator of British American Isle of Venice (BVI), a company incorporated under the laws of the British Virgin Islands, with respect to the commencement of Chapter 15 proceedings in Florida. The firm’s close ties with the “Big Four” accountancy firms provides a steady flow of work on the debtor side, including as US counsel to Ernst & Young, as foreign representative of Nortel Networks and certain affiliates in their CCAA proceedings in Toronto. Praised for his ‘excellent bedside manner and good strategic thinking’, department head Ken Coleman ‘can always be relied upon to deliver without a lot of ego or drama’. Other key members of the team include the ‘very detailed and thorough’ Elizabeth Leckie, Stephen Doody, who is praised for his ‘excellent industry knowledge’ in relation to insurance insolvencies, and Daniel Guyder, who ‘possesses a strong practical insight into the workings of the financial markets, and sound commercial judgment’.
Led out of Connecticut by the ‘exceptionally good’ Evan Flaschen, Bracewell & Giuliani LLP’s 13-partner team provides a ‘strong service’ to a broad array of stakeholders, both in and out-of-court restructurings, particularly in the mid-market. Flaschen has a ‘loyal following’ amongst bondholders, and along with fellow Connecticut partner Renee Dailey is currently engaged by a noteholder group holding $13bn of public senior and subordinated bonds in Washington Mutual Bank’s restructuring. Consistent with the core practice areas of the firm as a whole – the energy sector accounts for a significant amount of instructions. Indeed, the Texas office has handled a number of debtor mandates in this sector including its representation of Deep Marine Technology, an owner of off-shore vessels for use in oil and gas transportation. Another particular area of strength for the practice is its ability to handle cross-border mandates, as demonstrated by its involvement in the restructuring of Canadian television provider Canwest Global Communications. Instructed by the Canadian Monitor to obtain Chapter 15 protection in the US, the matter involved sensitive co-ordination with the Canadian proceedings to ensure seamless cross-border restructuring co-operation. Dallas-based partner Samuel Stricklin has an excellent reputation for bankruptcy litigation, while the ‘very good’ Kurt Mayr out of Connecticut is a rising star with a focus on advising ad hoc and official creditors committees. Clients include Monarch Alternative Capital, D E Shaw & Co, Guardian Life Insurance, Metropolitan Life Insurance, JPMorgan, Principal Financial Group and AEGON.
Very much a practice in the ascendancy, Gibson Dunn’s relatively young and entrepreneurial seven-partner team represents an increasingly balanced portfolio of creditor and debtor clients from its New York and Los Angeles offices. Although typically it is the firm’s Los Angeles office which handles the preponderance of debtor mandates – mainly for existing clients of the firm’s strong corporate client base – co-head Michael Rosenthal out of New York recently spearheaded the team’s successful representation of Almatis on its $1bn multi-jurisdictional Chapter 11 debt restructuring. Other debtor mandates include the ongoing representation of housing company Fleetwood Enterprises on its Chapter 11 cases. Led by Orange County-based co-head Craig Millet, the mandate is one of a number of matters within the real estate sector. New York-based co-head David Feldman has an excellent pedigree on the creditor side for a mix of hedge funds and banks, and is currently representing a syndicate of hedge funds led by Farallon Capital Management on providing the $400m DIP financing to General Growth Properties. Benefiting from a broad international network, cross-border mandates are also a sweet-spot for the team, and as well as the aforementioned Almatis mandate, the group recently represented the steering committee of senior lenders of Trident Resources. Notably the firm successfully acquired control of the US/Canadian energy company which had debts in excess of $1.2bn through providing a new capital investment and rights offering pursuant to a Chapter 11 proceeding in Delaware and a CCAA proceeding in Calgary.
Driven out of its New York headquarters and aided by a strong offering in Chicago, as well as an impressive international footprint, Mayer Brown’s nine-partner practice advises a predominantly creditor-focused client base across the spectrum of matters including out-of-court workouts, all aspects of Chapter 11 and Chapter 7 cases, DIP financings and plan formation and confirmation matters. The firm’s real expertise, however, lies in its representation of senior secured lenders, where, as well as being able to tap into the vast substantive knowledge of lawyers, it is also fed a regular pipeline of work from longstanding institutional banking clients of the firm. However, the team is also often called in to represent the lenders on matters where it did not arrange the initial loan. It recently represented Merrill Lynch on Lyondell’s $16bn insolvency. As well as advising it in its capacity as a joint lead arranger of an $8bn DIP loan, the team also represented it in litigation brought by the official unsecured creditors committee alleging claims of constructive fraud, equitable subordination, and aiding and abetting liability. Led by Tom Kiriakos, the team continues to advise Bank of America, as the administrative agent under a $7bn credit facility in relation to MGM Mirage’s $15bn restructuring. Brian Trust heads a team that was recently bolstered by the arrival of Howard Beltzer. Formerly co-head of the restructuring group at Morgan Lewis, Beltzer brings a wealth of experience with him across both debtor and creditor mandates. Other notable practitioners include Frederick Hyman, Sean Scott and Joshua Cohen, who is ‘excellent on derivatives-related insolvency issues’. Clients include Bank of America, Barclays Bank, Citigroup, Deutsche Bank and BNP Paribas.
Recently bolstered by the addition of Anthony Princi from Paul, Hastings, Janofsky & Walker LLP, Morrison & Foerster LLP’s New York-based restructuring team continues to go from strength-to-strength. Now numbering 22 partners in New York and ten on the West Coast, the team provides ‘creative, astute, constructive and proactive advice’ to a broad array of stakeholders including corporates, banks and hedge funds. ‘Both knowledgeable on the law as well as being able to apply that in a business setting’, the firm overlays industry specific expertise with substantive law prowess. Following on from committee representations in the US Airways and North West Airlines bankruptcies, led by ‘safe pair of hands’ Brett Miller and the ‘outstanding’ Lorenzo Marinuzzi, the team is acting for the official committee of unsecured creditors in the Mesa Air Chapter 11. Another area of particular expertise for the group is handling insolvencies within the real estate sector where the team is able to provide a multi-disciplinary team that includes restructuring, corporate and tax lawyers. An example of this approach was recently illustrated in the firm’s representation of Eurohypo, as administrative agent and one of multiple lenders in the restructuring of loans to General Growth Properties. Leveraging off its ‘world-class tech expertise’, the team is also able to add value to clients such as the official committee of unsecured creditors in the Hawaiian Telecom Chapter 11. Benefiting from a wide international footprint, particularly in Europe and Asia, the team also receives plaudits for its ability to handle cross-border mandates. This is underscored by its continued involvement in issues arising out of the fall-out from the Icelandic bank crisis. Jointly headed by the ‘very responsive, commercial and accessible’ Gary Lee and Larren Nashelsky, the team acts for an impressive roster of clients including Landsbanki Islands, Tricom, JPMorgan, Wachovia and Boyd Gaming.
Headed by the ‘excellent’ Luc Despins, Paul, Hastings, Janofsky & Walker LLP’s 32-partner team has the critical mass to handle a range of matters, irrespective of location, size or complexity. A balanced portfolio of creditors and debtors across all stages of the capital structure, ensures that the practice is able to offer ‘very insightful and nuanced advice’. Able to tap into the substantive expertise of lawyers in other practice areas including tax, corporate and litigation, the firm has a particular strength at handling real estate restructurings. For example, it is representing Fairfield Residential, one of the country’s largest multi-family real estate operating companies, on its $1bn restructuring. Other debtor-side mandates include its work on behalf of Vermillion, the developer of a new ovarian cancer test screen, in its Chapter 11 reorganization. Led by Richard Chesley, the firm developed a consensual plan of reorganization, raised in excess of $40m in new equity and ensured that the company emerged from Chapter 11 with unanimous creditor support. Benefiting from a vast international footprint which includes strong offerings in Europe and Asia, a sweet-spot for the practice lies in its ability to handle cross border mandates. Led by Paul Harner, the firm represented Six Flags, an international entertainment company with entertainment parks across the US, Canada and Mexico, in its $2.9bn Chapter 11 proceedings. Benefiting from strong bank ties, the firm is regularly engaged for the senior secured lender on the creditor side. In this capacity, the practice has recently acted for UBS in a number of restructurings, including as agent and lead lender on the restructuring of $450m of senior credit facilities in connection with New Vision Television’s restructuring. Other recommended members of the team include Leslie Plaskon, in particular for complex creditor-side negotiations, and the ‘excellent’ Kevin Fisher for real estate-related restructurings.
Over the past few years, a core group of some four partners at Sullivan & Cromwell LLP have devoted an increasing amount of their attention to handling bankruptcy-related matters for institutional clients of the firm. Fairly evenly spread between debtor and creditor mandates, the group provides a one-stop-shop service to clients seeking business sensitive solutions. Given the firm’s status as one of the leading M&A firms in the market, it is perhaps not surprising that much of the work handled by the group has a transactional bent to it, either for a strategic acquirer or for a fund seeking control of the distressed company. Richard Pollack recently advised Rhone Capital on its debt for equity exchange with troubled company Quicksilver. On the debtor side, although the firm lacks the critical mass to handle in-court restructurings it is a regular presence behind the scenes on some significant mandates. In this capacity it acted as lead counsel to the Weinstein Company, reducing its consolidated indebtedness from approximately $650m to approximately $140m. Andrew Dietderich is the lynchpin of this offering and has had much acclaim heaped upon him for his role in his role as special counsel to commercial lender CIT on its highly original and sophisticated $33bn pre-packaged bankruptcy.
With only four dedicated restructuring partners to call on, Clifford Chance’s US capability is smaller than the majority of rival firms. However, the fact that it regularly appears in some of the largest national and global bankruptcies is testament to the esteem with which it is held with by financial institutions, who see it as a ‘safe pair of hands’ to handle some often very complex work. While the New York team is by no means merely a support service to the firm’s wider global network and does generate a good deal of instructions itself, the immense international footprint possessed by the firm is a tremendous selling point to clients who seek a one-stop-shop service on cross-border mandates. The firm’s work on the Lehman Brothers insolvency is emblematic of this approach, indeed Jennifer DeMarco is representing numerous financial institutions with exposures to the insolvent investment bank, including HSBC and the Dexia Group. DeMarco is an integral member of the department and also recently acted for Bennett Management as a creditor of and potential bidder for the assets of Idearc in its Chapter 11 case. Department head Andrew Brozman is also well regarded in the industry, and as well as continuing to represent Credit Agricole globally in connection with its various exposures to Lehman Brothers, is also advising RBS and JPMorgan in the Chapter 11 cases of Capmark Financial Group. Other clients include BNP Paribas, UBS, KfW Bankengruppe and Pacific Investment Management Company.
DLA Piper LLP’s flourishing practice continues its growth strategy with the recent hiring of former King & Spalding LLP partner George South. Sitting in the New York group, South is an excellent new addition to a 34-strong team which can now boast capabilities in New York, Chicago and on the West Coast. With this enhanced domestic manpower, the US team is increasingly viewed as a credible option for clients engaged in major domestic and cross-border bankruptcy-related matters and was lauded by one client as having ‘an understanding of bankruptcy almost at the level of the best law firms in the market’. Led by ‘excellent’ co-chair Thomas Califano, this level of sophistication was recently underscored by the firm’s much vaunted representation of Erickson Retirement Communities and affiliated debtors in its $365m Chapter 11 proceedings. Having to deal with a complex web of creditors, non-profit partners, property managers and regulators, a plan of re-organization was accepted only seven months after filing for Chapter 11 protection ensuring senior residents did not lose their initial entry deposits. Other highlights included advising troubled company PTC Alliance on the $140m Section 363 sale of most of its assets to Black Diamond. This followed seven months of hotly contested litigation brought by third party secured creditors who objected to the asset sales. Department head Jeffrey Schwartz led on the aforementioned matter and is an integral part of a team which also includes the well-regarded vice-chairs Timothy Walsh and Alan Solow.
Driven out of the firm’s Washington DC headquarters and aided by a fairly significant presence in New York, Arnold & Porter LLP’s 19-partner team represents an eclectic mix of clients including corporate debtors, equity investors, asset purchasers and the officers and directors of distressed companies. Able to draw upon the wider complementary resources of the firm, including securities, corporate, real estate and finance, the team excels at ‘handling sophisticated, multi-layered mandates’. This approach was recently successfully brought to bear in relation to the firm’s involvement for two multibillion-dollar bank subsidiaries of Lehman Brothers Holdings in securing federal and state regulatory approval of the recapitalization of the banks and gaining court approval of global settlements of the banks’ claims exceeding $2.5bn. While the deal was led by financial services expert Brian McCormally, it necessitated significant input from New York-based restructuring partner Michael Canning. Canning is well regarded in the market and in addition to an impressive creditor deal book has also advised numerous high-profile corporates in their reorganization efforts, including the second largest national printing business Quebecor World, on its Chapter 11 reorganization. Washington DC-based Michael Bernstein heads the team and receives plaudits for his ‘versatile practice’ that encompasses creditors and debtors from a broad range of industries including telecoms, energy, healthcare and aviation.
Caplin & Drysdale has an ‘extraordinary and unique capacity’ for representing asbestos creditors’ committees in large Chapter 11 cases. The 15-attorney team has a virtual monopoly in this work and has represented asbestos creditors’ committees in many high-stakes reorganization proceedings, including WR Grace & Co, North American Refractories Company & Global Industrial Technologies, Pittsburgh Corning and Garlock Sealing Technologies. Elihu Inselbuch heads the practice and is praised for his ‘excellent leadership and strategy’. Other notable practitioners include ‘the incredibly smart’ Peter Lockwood, plus Trevor Swett and Ronald Reinsel, both of whom have ‘in-depth knowledge and understanding of all aspects of all of the issues’.
Particularly strong out of Chicago but also able to tap into the knowledge of partners with bankruptcy experience across many of the firm’s national offices, Foley & Lardner LLP provides ‘knowledgeable and responsive’ advice to secured and unsecured creditors, and debtors, particularly in the mid-market. Active across a range of industry sectors, the team has handled a number of sports-related bankruptcy matters including advising the buyer in relation to the $590m acquisition of Texas Rangers out of bankruptcy. Leader of the firm’s corporate trust and bondholders rights team and a member of the bankruptcy practice, Harold Kaplan is one of the most acclaimed figures in Illinois for representing trustees and bondholders interests, and recently represented Wilmington Trust Company as indenture trustee for $705m in senior notes and $400m in senior subordinated notes in relation to Aleris International’s restructuring.
Led by Louis Strubeck out of Dallas, Fulbright & Jaworski LLP’s 23-partner Texas-based team provides strength and depth to a comprehensive range of clients including investors, bondholders, equity sponsors, banks, trustees and committees across all aspects of in and out-of-court restructurings. Although it is perhaps more parochial in its outlook than other firms, the group is regularly involved in many of Texas’ most significant restructurings. Particularly strong on the transactional side for creditors, led by Strubeck, the team is advising CoBank as agent for 37 lenders in the Pilgrim’s Pride restructuring. Other highlights included advising Idearc on its Chapter 11 case. While the team is active across many industry sectors, it has a particular degree of expertise at handling restructurings within the oil and gas sector – as a consequence of the firm’s ‘overarching energy sector prowess’. Recommended partners include newly appointed head of the Houston restructuring practice Berry Spears, and Toby Gerber, who has particular expertise within the transportation industry; both have been involved in the aforementioned Idearc restructuring.
Greenberg Traurig LLP provides a ‘great service and high-level strategic thinking’ to a broad array of clients including lenders, bondholders and debtors. Co-chaired by New York-based Bruce Zirinsky – following his arrival in 2009 from Cadwalader, Wickersham & Taft LLP – ‘extremely intelligent, capable, articulate and knowledgeable’ Miami-based Mark Bloom and ‘wonderful and supportive’ Chicago-based Keith Shapiro, the 95-attorney plus practice is one of the largest in the country and can handle mandates regardless of location. ‘Top-tier at advising mid-sized clients’, the group is praised for its ‘good business acumen, great out-of-the box thinking and service oriented advice’. As well as continuing to advise Satelites Mexicanos on its $378m restructuring, the group also recently acted for a substantial group of bondholders in the AbitibiBowater bankruptcy. Tapping into the firm’s corporate capabilities, the team has been handling a significant amount of distressed M&A, including representing Barclays Capital in the acquisition of Crescent Real Estate Equities and related entities. Miami-based Paul Keenan (‘under promises and over delivers’); Chicago-based Nancy Peterman (‘responsive and bright’); and Atlanta-based Michael Leveille (‘has great command of his subject and is very accessible’) are recommended.
Headed by the ‘impressive’ James Carr, Kelley Drye & Warren LLP’s New York-based four-partner group represents a strong cadre of top corporates and financial institutions including HSBC, IGI Resources, JPMorgan, Jones Lang LaSalle and Wells Fargo. The team is particularly accomplished at handling creditor mandates for both financial institutions and for unsecured creditors’ committees. Led by Carr and Eric Wilson, the firm is advising Sun Life Assurance Company of Canada as a senior secured creditor of Saint Vincents Catholic Medical Centers of New York. Carr and Wilson have also been representing US Bank as indenture trustee in the bankruptcy proceedings of Trump Entertainment Resorts. The group also has a niche expertise advising on maritime and environmental bankruptcy matters, as exemplified by its recent representation of the official committee of unsecured creditors as the main proponent of a plan of liquidation for Bender Shipbuilding & Repair Company.
Based out of Atlanta under the stewardship of Todd Meyers, Kilpatrick Townsend & Stockton’s seven-partner team’s diverse practice represents debtors, trustees, examiners, lenders, indenture trustees and purchasers. Particularly accomplished on the creditor side, the firm regularly picks up committee work, such as its recent representation of the official committee of unsecured creditors of Amelia Island Company. Other highlights included representing Wilmington Trust Company as indenture trustee for Citadel Broadcasting’s unsecured bond debt. Although it lacks a significant presence in New York, its solitary bankruptcy partner there, Jonathan Polonsky has a vibrant practice that encompasses instructions from bankruptcy trustees, examiners and creditors’ committees.
While McDermott Will & Emery LLP provides ‘in-depth knowledge across a broad spectrum of experiences from different aspects of the restructuring world’, it is best-known for its ‘superlative expertise’ within the healthcare sector. One of the more unique areas within the bankruptcy sphere, given the tax-exempt nature of the debt involved, the firm is currently representing a number of distressed hospitals in Wisconsin, Pennsylvania, Illinois and Indiana. Another more esoteric area of law that the firm excels is in relation to municipal insolvencies. Here, the department is acting for Ambac Assurance, the monoline insurer of bonds issued to finance the construction and operation of a monorail alongside the Las Vegas strip. In its role for Ambac, one of the core creditors, the department is arguing that the monorail company does not qualify as a Chapter 11 debtor as it is a municipality only entitled to Chapter 9 protection. ‘Tremendously experienced and knowledgeable’ Chicago-based practice head William Smith ‘has a wonderful gift of being able to take a complex legal issue and simplifiying it in a way for his non-lawyer clients to understand and make an informed business decision based on it’. Smith is ably supported in Chicago by the ‘very effective’ Jay Kapp and Miles Hughes, who has ‘strong legal research skills’. Geoffrey Raicht heads the team based in New York and has a particular strength advising on distressed acquisitions and mid-market debtor mandates.
Wiley Rein LLP’s four-partner strong team is ‘smart, experienced and possesses the in-depth understanding of the bankruptcy code and its judicial process necessary to prosecute an effective restructuring’. It also benefits from expertise on the contentious side and ‘the ability to accurately predict the litigation process providing the client with the knowledge necessary to confidently make decisions’. Although it lacks a foothold in New York, the firm has a deeply entrenched presence in the mid-Atlantic area and has been involved in virtually every major bankruptcy case filed in the Washington DC region over the past 20 years. Team head Jason Gold has an exceptional reputation and is ‘calm and deliberate in court, but does not back down from an argument or allow himself to be intimidated’. Gold is leading on the firm’s current representation of LG Electronics as a major creditor in Circuit City’s bankruptcy. As part of the work, the team is representing LG in the defense of claims made by City Circuit seeking over $69m in alleged preferential transfers and other alleged obligations. Dylan Trache was also involved in this matter and is praised for his ‘impeccable research skills and his understanding of the court process’. Valerie Morrison is lauded for her ability in a number of sectors, including media, healthcare and automotive bankruptcy issues and ‘combines impeccable research skills with a creative mind to envision ways to succeed that, although unique, are grounded in solid principles of bankruptcy law’.
‘Very knowledgeable of the industries and well-versed in business matters’, Winston & Strawn LLP gives ‘effective and efficient advice’ to a predominantly creditor-focused client base, including banks, creditors’ committees and DIP lenders. Particularly strong out of Chicago and the West Coast, the firm also has a presence in Charlotte and New York, the latter which was strengthened by the recent recruitment of Lawrence Larose, former practice head of Dewey & LeBoeuf LLP’s restructuring team. Led out of Los Angeles by Eric Sagerman and aided by almost 40 attorneys, the team has a ‘very deep bench and is able to deal with a variety of issues in a prompt and efficient manner’, particularly in relation to matters affecting mid-sized businesses. Recent highlights include representing the official committee of unsecured creditors of People’s Choice Home Loan, a subprime lender in Chapter 11. Although the practice is less active on the debtor side, it did act as co-counsel to Legends Gaming in the restructuring of $160m of first-lien debt and $75m of second-lien debt.
Financial services: regulatory
Index of tables
Financial services: regulatory
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Leading lawyers
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- Rodgin Cohen Sullivan & Cromwell LLP
- John Douglas Davis Polk & Wardwell LLP
- Henry Fields Morrison & Foerster LLP
- Paul Lee Debevoise & Plimpton
- Lee Meyerson Simpson Thacher & Bartlett LLP
- John Murphy Cleary Gottlieb Steen & Hamilton LLP
- William Sweet Skadden, Arps, Slate, Meagher & Flom LLP
- Robert Tortoriello Cleary Gottlieb Steen & Hamilton LLP
Based out of its New York and Washington DC offices and aided by a substantial international footprint, the ‘very strong’ team at Cleary Gottlieb Steen & Hamilton LLP is well positioned to represent clients on many of the most sophisticated domestic and cross-border mandates in the market. The ‘fluid’ practice regularly works alongside its corporate and capital markets teams to deliver work of the ‘highest calibre’ across the full spectrum of advisory, transactional and enforcement mandates. ‘Very good on counselling’, the group has a keen understanding of developments and trends in the market and has acted for a number of major financial institutions in connection with all aspects of the Dodd-Frank Act. Having had a role in a significant amount of the consolidation within the banking market, the team recently advised several financial institutions, including Citigroup, Bank of America and The Hartford, on their multibillion-dollar TARP repayments. Led by Robert Tortoriello, the practice is advising Credit Suisse on the regulatory aspects of its investment in York Capital Management, a major global hedge fund manager, in a transaction designed to accommodate the nascent Volcker Rule requirements. Tortoriello is also regularly involved in enforcement matters, where he is currently representing a number of major financial institutions in agency investigations into credit card lending to subprime borrowers, involving allegations of unfair and deceptive acts and practices. On the transactional side, the department has handled a number of FDIC-assisted M&A transactions, including OneWest Bank’s acquisitions of the banking operations of First Federal Bank of California and La Jolla Bank, as well as BBVA Compass’ acquisition of the banking operations of Guaranty Bank. The ‘excellent and experienced’ John Murphy is also hugely admired across the gamut of enforcement, transactional and advisory concerns, and is currently advising Bank of America on its $45bn TARP repayment and related $19.3bn securities offering and related asset sales. ‘Excellent at handling international matters’, the firm excels at ensuring banking compliance with the myriad international laws affecting the industry and continues to advise the Bank of America on global regulatory requirements and global integration issues relating to its acquisition of Merrill Lynch. Derek Bush has an excellent reputation for handling complex bank regulatory matters, either as a standalone instruction or as a function of complex M&A mandates as evidenced by his involvement in the aforementioned BBVA Compass transaction. Other recommended partners include Paul Glotzer for banking M&A, Linda Soldo across a range of regulatory, enforcement and transactional matters, and Giovanni Prezioso for complex regulatory enforcement matters.
The ‘outstanding’ Sullivan & Cromwell LLP provides ‘deep and vast industry knowledge’ to clients in the banking, broker-dealer, commodities, futures and derivatives, insurance, and investment management sectors across the waterfront of regulatory, enforcement and transactional matters. Seen by many as ‘number one for bank regulatory matters’, this viewpoint has been formed as a result of the firm’s regular involvement across the panoply of issues affecting the sector in the past few decades. Aided by the firm’s ethos that sees lawyers trained to be generalists within broad practice areas, this multi and inter-disciplinary approach to handling transactional and enforcement offers value to clients and an ability to ‘see the bigger picture’. Hot on the heels of the firm’s pivotal involvement in many of the hastily arranged mergers within the banking industry following the economic crisis, the team continues to operate at the vanguard of the industry and has, for example, played an instrumental role advising on the regulatory aspects of the Emergency Economic Stabilization Act of 2008, including representing clients in the Troubled Assets Relief Program (TARP) – most recently advising many banking clients on repurchasing stock from the US government as part of the TARP repayment plan. The team has also worked with leading trade groups, such as the Clearing House, on various matters including pending legislation and regulations relevant to the banking industry. Dubbed the “trauma surgeon of Wall Street” by the New York Times as a result of his ubiquitous appearance in the bank bailouts in the immediate aftermath of the economic crisis, the ‘legendary’ Rodgin Cohen has continued to be involved in several of the most significant transactions in the banking industry, such as his role for Barclays on the $15.2bn sale of its Barclays Global Investors business to BlackRock. The ‘exceptional’ Mitchell Eitel is also very well regarded on transactional matters and has recently represented numerous private equity firms in their acquisition of banking entities, including Warburg Pincus’ investments in both Webster Financial and Sterling Financial. Management partner of the firm’s financial institutions group, Michael Wiseman’s broad practice sees him active across the full spectrum of transactional, advisory, enforcement and legislative matters. In addition to the group’s counselling services to a raft of banking giants including Goldman Sachs and UBS – advising on amongst other matters, the impact of the Dodd-Frank Act and the implications of Basel III – the team also regularly works closely with the white-collar practice should the regulators become alerted to a potential enforcement issue; members of the team had a role in RBS’ recent settlement with the DOJ regarding alleged OFAC infringements.
‘One of the best around’, Davis Polk & Wardwell LLP has been at the vanguard of regulatory changes in the financial services sector and has provided its impressive collection of banking clients with a full-ranging service throughout the life-cycle of the Dodd-Frank Act. Initially active during the regulatory implementation stage, the team has been at the forefront of law firms during the regulatory implementation phase. ‘Innovative and thoughtful’, the team’s sophisticated approach was demonstrated by the development of the Davis Polk Regulatory Tracker, an internet-based tool which allows clients to track and receive easily accessible regulatory implementation data on the major US financial regulatory developments. The firm’s involvement for six of the largest banks (including JPMorgan and Morgan Stanley) and the Securities Industry and Financial Markets Association on Dodd-Frank implementation also indicates the esteem with which it is held by the key industry players. On the transactional side, the team has ‘very deep expertise in structuring securities transactions and products’ and recently represented the underwriters (including Morgan Stanley and Goldman Sachs) on Bank United’s $300m IPO. Other capital markets-related highlights included advising Sandler O’Neill as underwriter of First BankCorp’s $500m common stock offering and representing ICICI Bank on several major bond offerings. Benefiting from the collaborative approach engendered by the firm’s implementation of the lockstep compensation structure, the regulatory group is a pivotal presence in many of the firm’s M&A transactions within the financial services sector. It played a major role for Green Dot, a leading provider of prepaid debit cards, on its $15.5m acquisition of bank holding company Bonneville Bancorp. Led on the regulatory side by John Douglas, the matter involved core regulatory issues since Green Dot is becoming a first-time bank holding company. Head of the bank regulatory practice, Douglas is a key figure within the group and has been involved in all the troubled-bank M&A transactions and recapitalizations handled by the firm. Leader of the financial institutions group, Randall Guynn is also recommended, in particular for his high-profile work in the immediate aftermath of the financial crisis and for assisting clients on matters relating to the regulatory changes brought about by the Dodd-Frank Act. The arrival towards the end of 2008 of former SEC commissioner Annette Nazareth has bolstered the firm’s expertise within the broker-dealer arena, where its impressive client base now includes GE Capital Markets, Morgan Stanley, Barclays and Citigroup.
Driven out of its New York and Washington DC offices and aided by a significant presence in Europe and Asia, Debevoise & Plimpton’s financial institutions group includes some ‘very talented lawyers’ who are active across the spectrum of regulatory issues facing the insurance, banking and private equity industries. Able to leverage off the firm’s ‘pre-eminent insurance M&A department’, the firm has handled some of the market’s most complex and cutting-edge mandates, many featuring myriad regulatory concerns. Most significantly, the firm has represented beleaguered insurance giant AIG on its post-credit crunch international disposition program. Following on from its ultimately failed attempt to sell American International Assurance (AIA) to Prudential, John Vasily represented AIG on AIA’s spin-off and $20.5bn IPO and listing in Hong Kong. The largest IPO in Hong Kong’s history and the world’s largest IPO in the insurance market, the mandate highlighted the firm’s ability to handle a major cross-border mandate that required transactional and regulatory expertise. While the practice remains best-known for its insurance expertise, the recruitment in July 2009 of Gregory Lyons and Satish Kini from Goodwin Procter LLP underscores the firm’s commitment to building up its banking practice. Their arrival has already started to pay dividends and as well as advising a swathe of banks (including Fifth Third Bank) and trade associations on Dodd-Frank compliance issues, the team has handled a number of significant M&A mandates. The group has been particularly active for private equity entities acquiring distressed lenders and, led by Lyons, it advised Federal One on its acquisition of a thrift in New England and a subsequent, separate acquisition of bank branches from Millenium Bank. Nicholas Potter co-heads the overall financial institutions group and is recommended for his expertise at handling transactional work, while Paul Lee co-heads the banking practice. The firm is also active on the enforcement side, where it is able to draw upon the strength of its ‘market leading white-collar team’.
Although it is more limited in its bandwidth than other firms in the ranking, Simpson Thacher & Bartlett LLP is ‘quite clearly top of the class’ when it comes to financial services M&A. Able to tap into the firm’s fantastic relationships with many of the leading banks and private equity sponsors, including the Carlyle Group, the 15-partner team has been the cornerstone to many of the transactions that have recently been completed in this space. Clients are impressed by the group’s ‘responsiveness and unflappability’, and also praise its ability to appropriately resource matters, noting that ‘staffing is lean where it should be but can be quickly expanded to include more resources or niche expertise’. ‘Calming and authoritative’ team head Lee Meyerson is ‘truly amazing in his depth of knowledge and terrific guidance in the context of bank M&A deals where regulatory issues are a constant challenge’. At the heart of many of the firm’s most challenging mandates, Meyerson recently represented the Bank of Nova Scotia on its $5.6bn acquisition of the banking operations of R-G Premier Bank of Puerto Rico from the FDIC. He also recently completed two transactions on behalf of People’s United Financial on the acquisitions of Smithtown Bancorp and LSB Corporation for an aggregate cost of $156m. Described as a ‘real scrapper’, Maripat Alpuche has a core focus advising financial institutions in their merger activity including his recent work for Wells Fargo & Company on its $4.5bn acquisition of Wachovia Securities Financial Holdings. Also active in capital raisings for financial institutions, Alpuche recently acted for Barclays Capital as underwriter in connection with Fulton Financial Corporation’s $230m public offering of common stock, net proceeds of which were used to redeem the preferred stock Fulton issued to the US Department of Treasury as part of the Treasury’s Capital Purchase Program. Benefiting from an office in Tokyo, the firm also recently advised AIG on the $4.8bn sale of its Japan-based life insurance subsidiaries to Prudential Financial – an important step in AIG’s program to repay US taxpayers.
The ‘excellent’ Skadden, Arps, Slate, Meagher & Flom LLP has a strong track record across the gamut of regulatory matters for a blue-ribbon array of financial institutions including Citigroup, Morgan Stanley and JPMorgan. Driven out of New York and Washington DC and aided by an impressive international footprint, the firm’s expertise lies in financial institution-related M&A. Formerly of the Federal Reserve Board, the ‘excellent’ William Sweet heads the practice and is a fixture in many of the firm’s most significant mandates including its involvement for Citigroup and its subsidiary, Primerica, on the $230m sale of common stock and warrants of Primerica to Warburg Pincus. Mirroring the team’s global prowess, Sweet also recently advised Chinese entity CITIC Securities in its agreement with Crédit Agricole Corporate & Investment Bank to explore the combination of their global equity brokerage and investment banking businesses. Co-head William Rubenstein is also well regarded for M&A transactions within the sector, a reputation that was recently underscored by his involvement for a consortium of private equity firms including Friedman Fleischer & Lowe on their $115m investment in Green Bancorp. On the consumer side, the firm is particularly well regarded at handling significant litigation and investigations. Co-led out of Washington DC by Anand Raman and Joseph Barloon, the consumer financial services enforcement and litigation group is active across a range of criminal, regulatory, and internal investigations, class action and commercial litigation. While much of the work handled is confidential and regularly results in non-determination actions, recent public representations include acting for Countrywide Financial Services in litigation alleging discriminatory mortgage loan pricing and steering. Jamie Boucher also has an enforcement and litigation focus, however, her remit lies predominantly in the representation of banking entities outside of the consumer sector. Particularly accomplished at handling international trade matters, Boucher is currently representing both Compass Bank and Sumitomo Mitsui Banking Corporation in separate investigations into alleged violations of US economic sanctions.
Arnold & Porter LLP’s team of over 35 lawyers provides domestic and international financial institutions with comprehensive regulatory, litigation, legislative and transactional services. Based out of the firm’s Washington DC and New York offices, the practice includes a number of former high-ranking government officials and also benefits from the ability to tap into the huge reserves of knowledge within other complementary practice areas at the firm. ‘Superb for enforcement and investigations on behalf of banks’, the team continues to represent the Federal Housing Finance Agency (FHFA) as conservator of Fannie Mae and Freddie Mac in litigation across the country. The firm’s strength in enforcement and litigation is complemented by a robust bank advisory service, which advises a broad mix of financial institutions across legislative, policy and operational concerns. Important recent work has included advising clients on the implications of the Dodd-Frank Act. Led by Brian McCormally and utilising a broad multi-disciplinary team, the firm represented the two multibillion-dollar bank subsidiaries of Lehman Brothers in all matters relating to the banks’ federal and state banking regulators, including regulatory and bankruptcy court approval of the recapitalization of the banks, and the successful resolution of over $2.5bn in bank claims in the Lehman Brothers’ bankruptcies. Managing partner Richard Alexander has a ‘fantastic’ reputation, particularly in relation to handling high-profile enforcement matters and continues to advise significant institutions such as the FHFA. Howard Cayne is also well-regarded for enforcement and litigation, and represents the FHFA as conservator in a broad range of litigation. On the compliance side, David Freeman regularly handles product development matters for high-profile banks, while Kevin Barnard and the ‘superb’ Patrick Doyle are also recommended.
‘One of the best in the market for pure bank regulatory work’, Covington & Burling LLP is admired for its interdisciplinary approach to compliance and enforcement. Based out of Washington DC, the team benefits from ‘strong agency relationships’ and has handled several major investigations resulting from the financial downturn including representing the former CEO of IndyMac Bancorp in litigation and governmental inquiries across a range of matters arising out of the failure of the bank including mortgage-backed securities cases. While the firm is less active on the transactional side, it recently acted for Financial Federal on its $738m merger with People’s United Financial. ‘Empathetic, professional and responsive’, Jean Veta has an excellent reputation on the enforcement side in particular, and is regularly instructed by financial institutions in high-stakes investigations. Stuart Stock is recognized both for his regulatory and enforcement prowess and continues to advise Freddie Mac on the ongoing government conservatorship. Other recommended members of this ‘empathetic, professional and responsive team’ include Mark Plotkin and John Dugan, who now chairs the financial institutions group following his return from a spell as Comptroller of the Currency.
‘Knowledgeable and responsive’, Fried, Frank, Harris, Shriver & Jacobson LLP’s financial services practice provides ‘excellent commercial judgment’ to an impressive array of banking clients on their most critical strategic initiatives, transactions, litigation and regulatory services. ‘Very capable on M&A generally and the issues confronting financial advisors’, the firm has handled a slew of high-profile mandates for underwriters on capital raisings for financial services companies. Recent highlights include advising Bank of America and Goldman Sachs as underwriters in Cathay General Bancorp’s $125.6m common stock offering and representing the underwriters, led by Deutsche Bank and Bank of America, on CreXus Investment’s $200m IPO. Philip Richter regularly represents Goldman Sachs in its role as financial advisor on many M&A transactions and recently represented it in this capacity in relation to leading Puerto Rican bank Popular’s agreement to sell its majority interest in its processing subsidiary EVERTEC, to funds managed by Apollo Management. Also active on the enforcement front, the group is representing various Federal Home Loan Banks across a raft of regulatory and potential enforcement actions. Chair of the firm’s litigation department, William McGuinness is recommended for his work within the brokerage, securities and financial services industry.
Hogan Lovells US LLP provides ‘effective and timely guidance’ to an impressive roster of clients including CNB Bank, First Trade Union Bank, Webster Bank and Westfield Bank. With 24 partners spread out across the firm’s national patchwork of offices and also aided by a significant international network, the team has both the critical mass and the geographical diversity to handle many of the most complex compliance, enforcement and transactional mandates in the market. On the compliance side, as well as handling advisory work for clients during the gestation period of the Dodd-Frank Act, the team has worked closely with the firm’s privacy group to advise banks on many new uses of consumer data spawned by technological developments. Global co-head of the corporate practice, Stuart Stein has ‘vast knowledge of the financial services industry’ and recently represented both Provident Funding and Torrey Pines in consumer lending matters and compliance with banking laws at both federal and state level. Also praised for his ‘knowledge of the regulatory environment’, Gregory Parisi provides ‘sound, timely feedback and advice’ and, along with Stein, recently advised the National Rural Utilities Co-operative Finance Corporation on consumer lending and wholesale funding operations. Richard Schaberg co-heads the group and is often involved in financial institution M&A including recently representing Danvers Bancorp on its $2.6bn sale to People’s United Financial. Benefitting from a heavy concentration of lawyers in Washington DC and strong relationships with the regulators, the team has an excellent track record on behalf of clients before all the federal banking agencies.
While it may be smaller than many of its peers, under the stewardship of the ‘wonderful’ Brian Smith, Latham & Watkins LLP has successfully developed a significant reputation for handling a wide range of matters including product development, regulatory compliance and financial institutions M&A. Praised for its ‘excellent and timely work product’, the team also benefits from the broad-ranging expertise of a full-service firm and frequently works alongside lawyers within the corporate and finance groups. Aided by the corporate practice, it recently advised the Prosperity Banking Company on the sale of control to a group of unrelated private investment funds. In addition, the practice has had vital input into the regulatory issues associated with numerous private investment funds’ investments into US commercial banks. As well as transactional work, the group has advised a slew of clients as to the ramifications of the recent legislative changes to the financial services landscape including Dodd-Frank; recently acting for a global non-financial company on the Act’s implications on its ongoing operations and financial commitments, including the implications of the FDIC’s new orderly liquidation authority. While the team also includes ‘excellent’ associates Angela Angelovska-Wilson and Melissa Hall, it is without doubt Smith that ‘steals the show’. Formerly a senior federal regulator, ‘in addition to knowing all the details of the areas of law, he also knows the personnel and modus operandi of the regulatory agencies that administer those laws, and is very creative in fashioning workable solutions to challenges arising in newly forming and changing industries’.
Mayer Brown provides ‘consistently excellent, very responsive and cost conscious regulatory advice’ to an excellent roster of domestic and international financial institutions including Associated Bank, Northern Trust Corporation, Sumitomo Mitsui Banking Corporation, Toronto-Dominion Bank, UBS and Wells Fargo. Active across the regulatory waterfront, the firm has assisted clients on a range of issues arising out of the financial downturn, including financial assistance and investment opportunities. The practice has also provided ‘invaluable advice’ to clients on the scope and impact of the recent legislative changes affecting the financial services sector. It is advising a leading funds transfer service on its response to Dodd-Frank, including identifying potential new business opportunities brought about by its enactment, as well as potential changes to its regulatory framework. Benefiting from a strong international network of offices, the 30-strong team’s reach extends to international mandates such as its recent work for a major US financial institution on its merger with a sister bank which drew on the regulatory resources of lawyers on three continents. Co-leader of the team Charles Horn is ‘well regarded and very knowledgeable in bank regulatory matters and knows regulatory officials if contact needs to be made’. Co-head Scott Anenberg ‘frames issues in a business context and clearly illustrates the pros and cons of alternative strategies’. As part of his broad-reaching practice, Anenberg has developed a reputation as a go-to-person for foreign banks seeking geographic expansion as a result of ‘his familiarity with the foreign banks’ concerns’. The ‘responsive and knowledgeable’ Thomas Delaney and Jeffrey Taft are recommended, as is David Sahr, who has a particular niche advising foreign banks on establishing their operations in the US and is praised for his ‘solid knowledge of the field’.
Equally spread across its New York, Washington DC and Los Angeles offices, Morrison & Foerster LLP’s ‘outstanding’ ten-partner practice provides ‘exceptional’ advice across the gamut of regulatory concerns affecting the industry and successfully melds regulatory expertise with a strong subject matter knowledge applicable to the matter at hand. The firm’s geographical diversity is matched by the variety of work it handles within the financial services sector, from advising on financial institution M&A to compliance with the myriad legislative changes that have impacted on the industry. ‘Particularly strong on the consumer finance side’, the firm has a long and distinguished history of acting for payment card issuers which can be traced back to the 1960’s when it was involved in the Master Charge interchange bank card program. The firm’s continued reputation in the area is underscored by its current role as Washington DC legislative and regulatory counsel to Visa. As well as advising several large banks on the regulatory implications of the recent enactment of the Consumer Finance Act, the practice has handled a raft of work for the PNC Financial Services Group including in connection with its agreements with Visa. By no means limited to work in the consumer finance space, the firm has handled some high-profile mandates in the wider banking community including advising Mitsubishi UFJ Financial Group and Mitsubishi UFJ Securities on the financial regulatory matters pertaining to the $5bn convergence of their Japanese securities with those of Morgan Stanley Japan. Led out of Los Angeles by Henry Fields, the mandate highlights the team’s ability to handle complex cross-border mandates, utilising as it did lawyers in the firm’s Tokyo office. Co-headed out of Washington DC by Oliver Ireland and Rick Fischer, the team includes recent recruit from Alston & Bird LLP, Dwight Smith, and the ‘responsive and knowledgeable’ Joseph Gabai, who is ‘one of the best and brightest in the mortgage banking area’. Clients include Bank of America, Bank of Montreal, BNY Mellon, JPMorgan and Chinatrust Commercial Bank.
Kick started just over three years ago when Gerard Comizio joined the firm from Thacher Proffitt, Paul, Hastings, Janofsky & Walker LLP’s ten-partner financial services regulatory team has quickly established itself as a significant player in the market. Active across a myriad of matters, from operations to M&A, lending to litigation, and formation to financing, the firm provides a broad-ranging service to a balanced client roster from all areas of the industry. Spearheaded by Comizio, the team has handled some of the largest private sector bank mergers in recent years. In 2010, it represented Harleysville National Corporation on its $302m sale to Niagara Financial. As well as advising clients on the implications of new legislation, such as Dodd-Frank, it also regularly plays a role in shaping the law. This lobbying ability recently manifested itself when, on behalf of PHH Corporation, a major US auto leasing company, the firm successfully persuaded the Federal Reserve to include auto leasing companies as qualifying entities for its TALF program. The firm’s expertise in the financial services space is rounded out by a payments system practice. Headed by Chris Daniel, the team handles the gamut of matters affecting financial institutions in this space, from product development to work involving investments into payments system companies. Utilising the firm’s wide international footprint, Daniel is currently working with Visa to develop and implement a worldwide money transfer program to enable any Visa cardholder to send money to another Visa cardholder wherever they may be located in the world. Other clients include Emigrant Bancorp, Home Savings of America and Oaktree Capital Management.
The ‘top notch’ team at Shearman & Sterling LLP provides ‘sound judgment’ to a broad array of financial institutions including banks, broker-dealers, exchanges and fund groups players. Particularly accomplished on the general compliance and M&A side, the firm’s commitment to the area was recently underscored by the creation of a nascent cross-disciplinary financial recovery and reform advisory group which has already made numerous presentations to US and foreign banks on the developments and legislative changes in the US and Europe. Employing a cross-border team, the firm has handled a raft of work for IntercontinentalExchange (ICE) including advising on its acquisition of The Clearing Corporation, as well as representing ICE Clear Europe on the establishment of its credit default swap clearing service. Other transactional highlights included acting for Landesbank Baden-Wurttemberg on the sale of its US broker-dealer, LBBW Securities, to Links Holdings, a subsidiary of Guggenheim Partners. Bradley Sabel spearheads a group that gained increased credibility following the recent arrival of former bank regulator Donald Lamson.
Sidley Austin LLP’s ‘very broad and deep’ 16-partner financial services group has expertise in the majority of areas affecting the industry, including broker-dealer issues and more esoteric areas such as the privacy and information matters affecting the financial services industry. Consumer finance is a core area of strength and lawyers within the team have been particularly active of late advising clients including JPMorgan, HSBC and GE Capital on extensive rule making before the Federal Reserve Board regarding the re-regulation of the credit card industry. MasterCard is a core client of the group and instructs the firm on public policy, regulatory and compliance issues affecting payment systems and banks and other financial institutions. As well as advising domestic entities, the team has also established an ‘excellent reputation’ for aiding foreign banks on their expansion into the US. Praised for her ‘unprecedented amount of experience, and knowledge with regard to laws, rules, and regulations applicable to the international banking community’, Connie Friesen is particularly skilled in this area, and recently advised both the Agricultural Bank of China and the China Merchants Bank on the establishment of a New York branch. The ‘exceptionally intelligent’ David Teitelbaum has particular expertise advising on the regulatory aspects of credit card, debit card and other e-payment systems and represents the National Automated Clearing House Association across the gamut of the regulation and ongoing development of the automated clearinghouse payment system. Department head William Eckland has tremendous experience across a range of matters and has recently handled a significant volume of financial services M&A for GE Asset Management including in connection with an investment in newly formed banks, Grandpoint Bank and Carlile Bank.
Although it has a narrower bandwidth than many of its competitor firms, for consumer finance Ballard Spahr LLP is ‘one of the very best’. Headed by the ‘very knowledgeable’ Alan Kaplinsky, and including four members of the American College of Consumer Financial Services, the seven-partner team provides overarching expertise in product development and regulatory matters, as well as representing clients in litigation and agency investigations. On the contentious side, as well as the firm’s ongoing representation of a number banks including Huntington National Bank, Sovereign Bank and PNC Bank, in high-profile overdraft fee litigation, it also recently successfully represented Chase Bank in the action it brought against debt settlement company Hess-Kennedy. Pioneering the use of arbitration provisions in consumer financial services contracts, the firm has recently represented a number of leading national bank trade groups in a series of cases addressing the enforceability of such provisions. Group vice-chair Jeremy Rosenblum has a focus on federal and state lending and consumer practices laws, with an emphasis on the interplay between federal and state laws, while associate Mark Furletti is praised for his ‘highly analytical and extremely methodical approach to work’. Clients include ACE Cash Express, Alliance Data, Bank of America, Fidelity National Financial, Sallie Mae and Sovereign Bank.
Bracewell & Giuliani LLP’s ‘top-notch’ practice provides a ‘knowledgeable, responsive and practical service’ across a range of bank regulatory matters including financial services M&A, litigation and compliance. Sanford Brown is a pivotal member of the team and as part of his broad-ranging practice has handled transactional work for the likes of Dallas-based bank Connemara Bancorp on its acquisition of First Amherst Bancshares. ‘Not only does he possess deep knowledge in all banking and financial regulatory areas but he has the unique ability to translate complex issues into actionable business language.’ The firm also benefits from five attorneys who focus on broker-dealer matters, although it is the ‘knowledgeable, responsive and practical’ Julian Rainero, who is the ‘clear superstar’ in this field. Rainero recently advised one of the country’s leading clearing firms on the launch of a multi-currency, multi-asset class clearing firm. William Luedke and Charlotte Rasche are also recommended and are ‘both extremely knowledgeable in the needs of publicly traded financial institutions’. Clients include Lehman Brothers Holdings, Prosperity Bancshares, Green Bancorp, Fidelity Investments, Bank of New York, Oppenheimer, Sandler O’Neill & Partners and Credit Suisse.
Although Dewey & LeBoeuf LLP has broadened the scope of its practice somewhat to include occasional matters for banks, it is still predominantly centered on the insurance industry. Increasingly transactional in its focus, the firm has been particularly active advising on significant M&A transactions and capital raisings within the insurance industry. It is advising MetLife on its $16bn acquisition of American Life Insurance Company from AIG. In what was one of the largest acquisitions in the history of the insurance industry, the mandate involved complex regulatory issues, including co-ordinating regulatory approvals in more than 50 jurisdictions. The team also represented Fairfax Financial Holdings on its $370m acquisition of General Fidelity Insurance from Bank of America. The practice has also been involved in advising insurers on product development, including Karson Capital in the structuring and implementation of a novel product to enable life insurance securitizations. John Pruitt and Cynthia Shoss are pivotal members of a team that acts for a raft of key players in the insurance industry including Ambac Financial Group, AIG, Aviva, Fidelity National Financial, MBIA, Metropolitan Life Insurance, Munich Re and Zurich Financial Services. The firm is also active on the SEC enforcement side, where Ralph Ferrara and Ann Ashton are the main contacts.
At Gibson Dunn, Washington DC-based of-counsel Susan Grafton is the principal contact for financial services regulatory work. Formerly vice president and associate general counsel at Goldman Sachs, Grafton provides first-hand experience of the regulatory matters affecting the banking industry. Involved across the waterfront of matters, she has represented numerous clients on a variety of issues raised by the Dodd-Frank Act throughout the legislative process, as well as regularly assisting the transactional lawyers navigate their way through any concomitant regulatory concerns. Broker-dealer work is another niche area of specialism.
Venable LLP provides regulatory advice to a broad range of players within the financial services industry including commercial banks, savings banks, credit unions, bank holding companies and foreign banks. Driven out of its Washington DC office and including four former banking agency regulators, the firm is particularly accomplished on the enforcement side across the waterfront of matters including under the Fair Housing and Equal Credit Opportunity Acts. In addition to representing several banks in agency enforcement proceedings, the firm has also developed a specialism in advising directors and officers of failed banks in investigations by the FDIC. Spearheaded by William Donovan and working closely with the firm’s standalone legislative and government affairs team, the firm has also handled a significant volume of work for clients seeking to influence public policy. Donovan in particular has worked with Congress in shaping most major pieces of legislation shaping the law relating to consumer financial services over the past 35 years. Ronald Glancz heads the six-partner team whose clients include ING Direct, the Department of the Treasury and USAA Bank.
The ‘responsive, insightful and practical’ four-partner team at Winston & Strawn LLP provides ‘very business-oriented advice’ to clients across a swathe of regulatory issues. The firm’s ‘sterling reputation for uncompromising quality and for its masterful depth and acumen in areas that relate to bank regulation’ has ensured that it has picked up a raft of impressive mandates for a diverse range of clients in the industry including banks, non-banking financial institutions, broker-dealers and hedge funds. The practice has also recently developed a particular area of strength advising directors of financial institutions on their rights and obligations in these uncertain times. Led by ‘strategic and creative’ department head Christine Edwards, the firm represented the independent directors of the board of Associated Bank on the potential regulatory implications triggered by the bank’s receipt of $500m of TARP capital. Formerly general counsel at several large financial institutions, Edwards has ‘deep knowledge and experience in the market’ and ‘really anticipates the needs of her clients’. Ex-head of equities compliance at Deutsche Bank, Edward Johnsen leads the firm’s broker-dealer practice and is appreciated by clients for his ‘direct relationships with regulators that provides valued insight and an understanding of the clients’ needs’. Described by one client as ‘among the finest regulatory practitioners in the country’, of-counsel Julius Loeser also adds tremendous credibility to the team following his arrival in March 2010 from Cadwalader, Wickersham & Taft LLP. Of-counsel Peter Malyshev focuses his practice on transactional and regulatory issues affecting the commodities, financial and derivatives products markets and has recently handled work for Goldman Sachs and Barclays Capital on derivates-related matters under Dodd Frank.
Project finance
Index of tables
Project finance: advice to lender
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Project finance: advice to sponsors
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Leading lawyers
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- Troy Alexander White & Case LLP
- Barry Machlin Mayer Brown
- Harold Moore Skadden, Arps, Slate, Meagher & Flom LLP
- Frederic Rich Sullivan & Cromwell LLP
- John Sachs Latham & Watkins LLP
- Arthur Scavone White & Case LLP
- Cynthia Urda Cassis Shearman & Sterling LLP
Chadbourne & Parke LLP has a large team of partners of ‘excellent quality’, who offer ‘tremendous value’ to clients. Spread between New York, Washington DC and Los Angeles, the practice is the first choice of many clients, and is well balanced in terms of advising both lenders and sponsors. Richard Sonkin in New York acted for Terra-Gen Power, as sponsor, on the $1.2bn construction financing of the 570MW Alta II-V wind project in Kern County, California; this large development is notable both as the first wind farm financing to be structured as a leverage lease and the first 144A bond issuance for wind assets since 2005. In a further sponsor-side wind-energy mandate, it acted for First Wind on its successful Department of Energy application, and guarantee for the financing, relating to the Kahuku Wind Project; the scheme involves a 30MW wind farm located on the north shore of Oahu, Hawaii – the loan is the first wind-energy project to receive a DoE loan guarantee, and the lenders constituted a consortium of many of the leading global banks and finance groups. Also on the energy side, the team represent Caithness/GE Energy Financial Services as sponsors on the Shepherds Flat II wind project; the $2bn scheme, in Oregon, involved the application to the US Department of Energy Loan Guarantee Program for a finance guarantee under the Financial Institution Partnership Program, through which the DoE guarantees 70% of the debt provided by commercial sources. Washington DC partner Peter Fitzgerald and New York’s Todd Alexander acted for the Department of Energy, as lender, on the proposed guarantee and financing of the $2.2bn Mississippi Gasification Project being developed by a wholly owned subsidiary of the Atlanta-headquartered Southern Company. Clients acclaim the ‘excellent expertise’ of Todd Alexander and Keith Martin in Washington DC, and fellow DC partner Rohit Chaudhry has a strong international presence.
Latham & Watkins LLP maintains a benchmark project finance practice, with a formidable record in transactions across the full range of sectors. The team notably acts for sponsors and was involved as such in many of the leading deals globally in 2010. Its lenders’ counsel record is also significant, and global PF chair, New York’s Jonathan Rod, is able to count on a very deep bench of over 150 project finance lawyers worldwide, with the majority based in the US. The firm has a commanding presence in electricity generation projects, and has also been gaining increasing influence in the oil and gas arenas. An important transaction for the group was the high-profile $14bn project financing of the Papua New Guinea Liquefied Natural Gas Project (PNG LNG); it acted for the large consortium of diverse lenders in the deal, including US Ex-Im, Export-Import Bank of China, Commonwealth Bank of Australia, BNP Paribas, Standard Chartered Bank, and Japan Bank for International Cooperation. John Sachs and others in Washington represented Google, GoodEnergies, and Marubeni as sponsors in the $6bn AGD Transmission Line deal; this substantial mandate involves the construction of an offshore line project connecting 6,000 MW of offshore wind power schemes to the mid-Atlantic coast. The New York office assisted BNP Paribas and BNP Paribas Securities Corporation on a $450m senior credit note offering, concurrent with a $350m revolving credit facility, to refinance existing debt on the construction of the TrAILCo transmission line in West Virginia. In California, Jeffrey Greenberg acted for Crédit Agricole Corporate and Investment Bank on the $377m project financing for Green Frontier Windpower, on the development, construction, ownership, operation and maintenance of five wind projects in Colorado, Wyoming and Pennsylvania. The practice recently expanded in the Southwest, with the opening of a Houston office. Recommended individuals include Kelley Gale, described as a ‘real force’ in San Diego; Warren Lilien in New York; and the aforementioned Greenberg, who splits his time between Los Angeles and New York.
Milbank, Tweed, Hadley & McCloy LLP has an extensive and very highly regarded project finance practice, well known for its ability to handle complex deals. Though it is smaller in terms of partner numbers than its peers, few firms can match the group for breadth of sector coverage, with oil and gas, renewables, mining and infrastructure all covered, and it maintains a good balance of lender and borrower clients. Well-respected New York partner Daniel Bartfeld represented BBVA and other lenders on the financing of two 40MW CJECL hydroelectric power plants, a scheme to be owned and operated by Chilean renewable power firm HydroChile; and also assisted State Grid International Development on the $1.8bn acquisition of seven power transmission projects in Brazil. Los Angeles partner Karen Wong and Jonathan Green in New York led a group that represented a consortium of banks including Citi, as joint lead arranger, on the $1.3bn financing of the Shepherds Flat wind project in Oregon developed by Caithness Energy LLC and GE Energy Financial Services. The firm also represented the US Department of Energy in a deal that has seen it commit to offer a $117m loan guarantee to Kahuku Wind Power, a subsidiary of First Wind Holdings; the loan will support the development, design, construction and operation of the company’s 30MW wind generation project in Hawaii. In a significant infrastructure mandate, the firm represented a consortium of ten international banks in the $900m financing for the construction of the Port of Miami Tunnel Project, a public-private partnership. Other recommended partners are New York-based Richard Brach, who has expertise in cross-border matters and sectors such as mining and energy, and Eric Silverman, who has an impressive record in project finance, notably in the power, energy and infrastructure sectors; and Allan Marks in Los Angeles, for his experience in power, and oil and gas matters. Former partner Edwin Feo left the firm to practice in-house.
The ‘experienced, knowledgeable, efficient and responsive’ team at Shearman & Sterling LLP has a wide-ranging and very highly regarded project finance practice in New York. The group straddles the full range of sectors, with mining, oil and petroleum, energy, and transport infrastructure all covered, and this contributed to a stable and successful 2010, as did its focus on emerging jurisdictions relatively unaffected by the downturn (such as Latin America). It acts for a good mix of sponsors and lenders. On the sponsor side, it represented Pueblo Viejo Dominicana Corporation, a joint venture between Barrick Gold and Goldcorp, on the $1.04bn financing for the development of its brownfield gold/copper resource in the Dominican Republic; the lenders in this deal included Export Development Canada, and Export-Import Bank of the United States, and the addition of the acquisition of power facilities and related commercial transactions brings the total deal value to $3.2bn. The team also acted for Abengoa México, Abener Energía, and GE Energy Financial Services, on a 300MW gas-fired co-generation project at the new refinery of Mexican state-owned petroleum company Pemex, with a total value of $639m; and acted for JBIC (Japan Bank for International Cooperation) and the Nexi-covered commercial banks on the proposed project financing of the South Texas Units 3 & 4 Nuclear Project sponsored by Nuclear Innovation North America, with an estimated value of $4.9bn. Several of the leading firms have been involved with the US Department of Energy as it raises its prominence in the project finance sector, and Shearman & Sterling LLP is no exception; it advised the DoE on the conditional commitment of a $350m loan guarantee to Great Basin Transmission to develop the One Nevada Transmission Line, to transmit energy from diverse renewable sources. Cynthia Urda Kassis is well respected throughout the market, and has ‘exceptional intellectual abilities’. Gregory Tan is recommended as an ‘excellent all-round project finance lawyer’ who ‘proactively takes the lead in the negotiation process’. Howard Steinberg and Robert Freedman are also singled out for praise by clients.
White & Case LLP’s lawyers are ‘completely on top of their game’ and are endorsed by clients as having ‘great, market-based customer service’, combined with a ‘can-do attitude’. The group is large and benefits from a pool of partners spread between Washington DC, New York, and Miami, with several widely recognised as leading figures in the field. With an emphasis on sponsor representation, the practice also has a notable gearing to energy projects, and its well-established reputation in international projects has been enhanced by many impressive domestic deals. Global practice head Arthur Scavone is hugely respected, and is leading the team acting for Nuclear Innovation North America, as sponsor, on the development of South Texas Projects 3 & 4; the financing of this major nuclear scheme involves a US Department of Energy loan guarantee application. The Washington office advised the Department of Energy on a number of projects in the Loan Guarantee Program, including the $3.5bn Taylorville Energy Center. In infrastructure, the group acted for NTE Mobility Partners on the $2bn PPP financing of the North Tarrant Express toll road project in Texas; a complex and high-profile mandate, it involves a 52-year concession to build, operate and finance the road. Many individuals at the firm receive praise, among them Edward Neaher in Washington, whose ‘holistic approach always has an eye on the commercial drivers of a transaction’; Troy Alexander and Jason Webber, who are ‘able to see both sides, explain them, identify risk positions and form business-logical solutions and recommendations’; and Tomer Pinkusiewicz in New York. Daniel Hagan in Washington DC and Jason Webber in New York were elected to the partnership at the beginning of 2010.
Allen & Overy LLP has a ‘very efficient’ practice, with the ability ‘to get the job done’. On a global basis, the firm is at the forefront of the project finance sector, and while the US arm of the practice cannot be said to be the largest, it is growing in stature and has notably aimed to increase its presence in the PPP sector, with Andrew Fraiser having moved from London to New York, bringing with him a wealth of knowledge and experience in the arena. Renewables have also proved an area of growth for the firm, which has also been appointed to several government and other panels, and undertakes a high volume of work for the Department of Energy. Domestically, the group acted on the Denver Fastracks Light Rail Project, a significant rail transit PPP deal, for two short-listed bidder groups. Fraiser is leading a team advising the Virginia Department of Transportation in its procurement of a long-term concession to design, build, finance and operate a 55-mile toll road in the state, at an expected cost of $2bn; and he has also been advising a consortium on its bid for the Surrey Pre-trial correctional facility project in British Columbia, Canada. The group has an enviable record in Latin American transactions, and well-respected department head Robert Kartheiser divides his time between New York and São Paulo. Examples include the El Boleo mining project, where the team acted for the sponsors on the $858m greenfield project in Baja, Mexico, in a transaction involving the largest-ever mining loan by the US Ex-Im Bank; and The Oleoducto de Bicentenerio pipeline project, where the team is advising Ecopetrol on the construction and operation of this $5bn private pipeline in Colombia. Clients are effusive in their praise of several individuals: Charles Williams is ‘very effective and capable’; David Slade is ‘excellent’; Robert Kartheiser always provides a team of ‘outstanding and dedicated lawyers’; David Horner is an ‘expert in federal matters’; Mitchell Silk is adept at private equity related work; and ‘incredibly intelligent’ senior counsel Dorina Yessios receives particular mention from many clients.
Mayer Brown has a good spread of expertise in Chicago, Houston, New York and Washington DC. While it has historically been known for its international focus, the group has made great strides in the domestic US market and has diversified its expertise and sector coverage. The group has expanded with the addition of Paul Astolfi in Chicago, from Kirkland & Ellis LLP, and Jose Valera in Houston, from Thompson & Knight LLP (the latter with an energy focus). On the lender side, Washington DC partner Christopher Erckert acted for Banco Nacional de Obras y Sevicios Públicos, and Banco Santander on the plan to finance the $700m Nuevo Pemex co-generation facility in Tabasco, Mexico, a significant deal for the country; and teams in Chicago and New York are assisting Denver Transit Partners as designated financing counsel on the $2bn FasTracks Eagle PPP commuter rail scheme in Denver. The group is also acting for the International Finance Corporation, US Ex-Im Bank and others on the financing of the $200m La Ventosa-La Mata wind power facility in Mexico. On the sponsor side, the Chicago team, led by John Schmidt, David Narefsky and Joseph Seliga, has been representing the Puerto Rico Public-Private Partnerships Authority on the proposed PPP deal involving the Luis Muñoz Marín International Airport in San Juan. The firm also assisted Acciona Wind Energy USA on the $100m debt financing of its EcoGrove wind farm in Illinois; the firm has represented Acciona on several projects in recent years, including negotiating engineering, construction, and turbine supply agreements. Barry Machlin is a key and influential figure, both at the firm and in the wider market, and is regarded as a leading individual in US project finance. Other recommended partners are Robert Goldberg in Houston, and George Miller in New York; both enjoy very good reputations.
Skadden, Arps, Slate, Meagher & Flom LLP’s project finance practice is shared between three main offices located in Washington DC, New York, and Houston. The group is long established and has held a presence on the PF stage since the very first transactions began, following the Public Utility Regulatory Policies Act of 1978. The practice includes several partners who are leaders in the project finance field and the group benefits from their fame. Areas of strength include oil, gas, and power, with renewables being clearly a vital area, much as in today’s market as a whole. A complex transaction saw industry legend Harold Moore lead a team that acted for a consortium of 17 commercial banks, as lenders, in a $949m additional financing by Nakilat. This consisted of $803m of senior secured debt facilities with commercial banks and $146m of subordinated secured debt facilities. The proceeds were used to complete the financing of Nakilat’s fleet of 25 vessels to transport liquefied natural gas from Qatar to various locations. The renowned Julia Czarniak represented PT Paiton Energy on an influential $1.3bn financing, by Japan Bank for International Cooperation and others, of an 815MW coal-fired power plant in Indonesia. Paul Kraske in Washington DC acted for the sponsors, Trans Bay Cable and SteelRiver Transmission Company, on a 144A offering of $562m 4.71% senior secured notes due 2017, a bank credit facility of approximately $53.75m for letters of credit and working capital, and mirrored interest rate swaps. SteelRiver Transmission Company LLC owns the Trans Bay Cable project, which is a 400 MW underwater electric transmission line connecting San Francisco, California with the East Bay and which is expected to provide up to 40% of San Francisco’s electricity. Respected co-heads Martin Klepper and Harold Moore lead a team with a solid and deep bench and which benefits from close cooperation with the DoE and also its highly developed international links.
Sullivan & Cromwell LLP has a well-regarded practice that, although smaller than others in terms of partner numbers, is involved in many high-profile transactions. The team is headed by the renowned figure of Frederic Rich, who leads a group with a traditional focus on sponsors and significant expertise in the domains of mining and energy. It has seen a notable and welcome increase in its lender representation, although this does not yet match its work on the sponsor side. The firm has a reputation as a go-to firm for deals in challenging and emerging markets, and a major recent transaction is the multibillion-dollar PNG-LNG project involving the exploration, development and production of natural gas in the Highlands of Papua New Guinea, in which the firm acted as counsel to the project and its sponsors; once fully operational, it is envisaged that the project will produce 6.6 million tons per annum of liquefied natural gas, all of which has been sold, under 20-year agreements, to buyers in China, Japan and Taiwan. As of its closing in March 2010, the project stood as the largest-ever project finance development. Sergio Galvis in New York continues to advise on matters relating to the $2.34bn Minera Esperanza Copper, Silver and Gold Project in Chile, a state-of-the-art mining project that is the largest-ever mine project financing in Latin America. In other transactions of note, the firm acted for the sponsor, Inmet Mining Corporation and Minera Panama, on the Cobre Panama Project, a significant copper project that will also involve a 300MW coal-fired power plant and related facilities; and Christine Spillane worked in conjunction with colleagues in London as sponsor counsel to Augusta Resource Corporation on the Rosemont Project, an Arizona-based scheme that will produce copper concentrate, with molybdenum, silver and gold as by-products. The firm also acted for Emirates Aluminium (EMAL) as project company in relation to a $737m export credit agency financing for the development of the first phase of its smelter project at the Taweelah industrial site in the UAE, set to be the largest aluminum smelter in the world. Recommended lawyers include John Estes and Christopher Mann. Inosi Nyatta has been made a partner and has relocated from London to New York.
Vinson & Elkins L.L.P.’s practice attracts much praise from clients, who rate its ‘near-perfect response time, excellent business acumen and their advice, which is a good mix of risks and business outcome’. The main base of the project finance group is Houston, and the firm has an enviable reputation in oil and gas; its team of energy transaction lawyers is ‘not only deep, but also among the best available’. This sector skill is bolstered by a good network of worldwide offices, particularly its Dubai operation. The team advised Reliance Marcellus in its joint venture with Atlas Energy, in which the former acquired a 40% interest in several hundred thousand acres leased by Atlas in the Marcellus Shale play for a total price of $1.7bn; and also acted for Apache Corporation on the development of a liquefied natural gas liquefaction plant and export terminal, to be located in British Columbia and the first such project in Canada. In the power sector, a team led by Mark Laufman, Mark Spivak and Steve Angle assisted Allegheny Energy on the development of the $1.2bn Trans-Allegheny Interstate Line (TrAIL) project, and also on its participation in a joint venture to develop the separate $2bn Potomac-Appalachian Transmission Highline (PATH) project. Houston-based Glenn Pinkerton is regarded not only as an excellent lawyer but also as ‘a trusted business partner’; and Mark Spradling, also in Houston, is ‘excellent’, with ‘great attention to detail and complete availability’. Also recommended are Boyd Carano in Palo Alto, and James Tipton and John Connally in Houston; all are ‘attentive to their client’s needs’ and bring a ‘thoughtful and pragmatic approach to dealmaking’.
Baker Botts L.L.P. has 12 partners spread across offices in New York, Washington DC and Houston, under the leadership of department head William Giusti. ‘Broadly based’ and ‘a pleasure to work with’, the team has had a traditional focus on sponsor transactions, but in recent years has made a concerted effort to grow its lender practice, and this has borne fruit with the likes of BNP Paribas, Crédit Agricole and HSBC now counted as active clients. As its locations would suggest, the firm has particular expertise in energy and fuel matters; longstanding clients include AES Energy Storage, which instructed the team on the development and financing of a utility-scale advanced lithium ion battery energy storage project, involving a DoE loan guarantee. The team also advised a power developer on a potential 100MW innovative cleantech power project in Texas, in relation to the development and application process under the Department of Energy loan guarantee program; and acted for Reliance Holding USA on its agreement to enter into a joint venture with Pioneer Natural Resources, involving the acquisition of a 45% interest in Pioneer’s core Eagle Ford Shale acreage position – the firm represented Reliance on matters including the negotiation of letter credit agreements, third party guarantees and other credit support relating to the parties’ payment and performance obligations over time. On the lender side, Martin Toulouse and William Giusti led a team that represented HSBC Bank USA on a bridge loan facility for the construction of the Bajo de Mina and Baitun hydroelectric generation projects; the deal was subsequently amended and the credit agreement restated and the financing was increased to $205.5m. The well-respected Maura Goldstein was appointed chair of the global projects department in Washington DC.
Cleary Gottlieb Steen & Hamilton LLP’s ‘very efficient and responsive’ team has a very high profile in emerging markets and particularly Latin America, where the group has a longstanding reputation in mining and other natural resources projects, while its deals in the US market are mainly sponsor driven and often on behalf of private equity clients. Its recent work includes acting for Deutsche Bank on a loan to a Brazilian sugar and ethanol producer controlled by Adecoagro, which invests in agriculture and renewable energy in South America; the loan will be used to finance schemes such as the expansion of a sugar mill and other purposes. It also advised Deutsche Bank (London branch) on the amendment and restatement of an existing $100m senior secured credit facility relating to a Brazilian oil and gas reserve acquisition, with the amended and restated facility involving the introduction of a new $13m senior secured bridge facility; and Credit Suisse on a $900m deal in Mexico for Torre Cívica, involving an office building and multipurpose civic center which will be an important addition to the new metropolitan center of Monterrey. On the sponsor side, the team acted for Google on its investment in two 169.5MW wind farms in North Dakota, the client’s first direct investment in a utility-scale renewable energy project; and for Highstar Capital, and its portfolio company Ports America Chesapeake, on its £1bn investment in Seagirt Marine Terminal in the Port of Baltimore – in a related PPP deal with the Maryland Port Administration, Ports America Chesapeake obtained a 50-year exclusive right to lease and operate the terminal in exchange for certain infrastructure measures and improvements. The five-partner team in New York has ‘a great balance of legal knowledge and business acumen’, and individual lawyers of note include rising star Chantal Kordula, and longer-established figures such as Richard Cooper and Richard Lincer.
Clifford Chance maintains a five-partner practice based in Washington DC that is is ‘excellent on all fronts’. It benefits from the firm’s extensive network of international offices and bases, and has been building its profile as a genuine US concern, while remaining very active in international transactions. Advising across a range of developments (including energy, coal, gas, renewables and transport infrastructure), it maintains a good balance between lender and sponsor clients, with notable names including the Department of Energy and the Inter-American Development Bank. The team is acting for the former on programmatic and transactional issues relating to its loan guarantee program, including advising on structuring projects under the loan program and regulatory issues, and acting as transactional counsel. The very active Fabricio Longhin advised AEI as sponsor on the development of a $350m, 300MW coal-fired project in Guatemala, with funding provided by the Central American Bank for Economic Integration, Bancolombia and several other Latin American banks. On the lender side, the team assisted a consortium of 13 finance organisations, led by International Finance Corporation, on the $375m financing of the 250MW Eurus wind farm project in Mexico; and a consortium of leading banks on a $700m financing for Northern Capital Gateway, to finance the refurbishment of the existing terminal and construct a new one at Pulkovo Airport, St Petersburg, Russia. It also advised IDB and OPIC on the $180m financing for the development, construction and operation of Phases I and II of the expansion and upgrade of the Juan Santamaría International Airport in Costa Rica. Recommended partners include David Evans, Christopher McIsaac and Lori Bean, who all have ‘great attention to detail’.
Debevoise & Plimpton is noted for its ‘keen business understanding, complementing its exceptional legal expertise’. It has a good blend of both sponsor and lender clients, and a notable niche in PPP infrastructure transactions, with power and fuel developments also important. The firm has been at the forefront of the American PPP sector since its dawn, and also has expertise in project finance restructurings and the disposition of project assets, in distressed situations and otherwise. It has been appointed to the DoE’s panel on the Advanced Technology Vehicles Manufacturing (ATVM) program. Key mandates include the Solana solar power project; a complex deal involving challenges at many levels, it has seen Robert Gibbons and Ivan Mattei leading for the DoE on the $1.45bn guaranteed project finance loan for the financing of a $1.9bn, 280MW parabolic trough concentrating solar project and related 22-mile transmission line, the largest such facility planned in the US. The group also acted as lender’s counsel on the $1.6bn Mojave Concentrating Solar Power Plant project, a facility that will use proprietary solar power technology; the senior secured creditors in a $500m deal for a reverse osmosis desalination plant at Carlsbad, Southern California, to produce 100 million gallons of potable water per day for consumption in Southern California; and JFK International Air Terminal, in the development and financing of a $1bn expansion of the existing $1.5bn primary international terminal 4 at the airport, and the negotiation of a related anchor agreement with Delta Air Lines. Mattei and Gibbons are co-chairs of the project finance group, which, although small, punches high above its weight in terms of the scope and profile of its work. Clients appreciate the deep bench at the firm; other key partners are Craig Bowman and Darius Tencza, although all lawyers at the firm are of the ‘highest rank’.
Dewey & LeBoeuf LLP ‘excels at providing legal advice that supports practical realities and positive business outcomes’. New York based global chair Joseph Tato leads a team of 12 partners that comes highly recommended for its expertise in electrical power and municipal infrastructure, and has seen strong growth in renewable energy matters and a significant increase in emerging markets transactions, particularly in Africa. It advised Angola LNG in its ongoing $10bn project to eliminate gas flaring and monetize associated natural gas produced from Angola’s oil fields. In renewables, the team has acted on well over half of such projects in the US in recent years, and is representing Citibank in relation to the Alta Wind project, involving a $1.6bn leveraged lease financing of four wind farms to be constructed in California and operated by Terra-Gen Power; this is the first leveraged lease financing of wind-generating facilities, with a construction debt component and a grant bridge loan being marketed to public and private lenders prior to the construction of the scheme. It is also acting for BP in a significant $35bn ongoing deal, as a potential shipper on a proposed gas pipeline from the North Slope of Alaska. Tato, mentioned above, has a ‘high degree of technical skills and excellent client services’, and Betty Cerini has a ‘high level of professionalism and integrity’ and attracts high praise for her work in Latin America. Gregory Smith in Washington DC is ‘extremely bright and personable’, ‘gentle yet assured’. Karl Hopkins and Steven Otillar joined the Houston office from Baker & McKenzie, and have a specialism in oil and gas.
Freshfields Bruckhaus Deringer LLP’s ‘very strong’ five-partner team is based in New York and has a very fine reputation in infrastructure transactions; the firm has gained a great deal of traction in areas such as transport, parking assets and PPP since the project finance practice’s inception in the US in 2006. Public authorities are a key client base for the team, and it also acts for a good mix of clients on both the lender and sponsor side, having historically been more geared to the sponsor side. A key client over 2010 was the Regional Transportation District of Denver, which the firm advised on the successful procurement of the $2.1bn Eagle commuter rail public-private partnership, the largest US PPP transit project to date; the key partners on the deal were the highly respected Dolly Mirchandani and Kent Rowey. The firm is advising on the planned multibillion-dollar PPP Tampa to Orlando high-speed rail line, which is envisaged to eventually reach Miami. In other areas, it acted for ArcLight Capital Partners on the €100m financing and the ongoing sale of a wind farm in Germany (led by Thomas Jörgens); and also on the acquisition of a portfolio of assets from EIF, consisting of four generation assets and an interest in the Neptune Regional Transmission System, financed with bank debt arranged by Barclays Capital and Bank of America. The team attracts consistent praise from clients, with other notable individuals including Melissa Raciti-Knapp and Lisa O’Brien, who is ‘very solid all round’. Former New York partner Charles Robinson left the team to return to his native Australia.
Fulbright & Jaworski LLP’s ten-partner practice is spread between offices in Houston, New York and Washington DC, where its head of structured and project finance practice, Gregg Harris, is based. It has an excellent name in the oil and gas industry and undertakes many multi-jurisdictional mandates throughout emerging economies in Africa and Latin America. The firm has a loyal client base marked by a number of high-profile, predominantly sponsor clients such as Anadarko Petroleum Corporation, Noble Energy and International Power America. The group represented a multilateral lender on the expansion of the São Paulo, Brazil subway system, which is the first public-private partnership (PPP) program to be launched by the State of São Paulo; the lenders are to provide a loan of $310m for the first phase, with a second loan to follow for phase two. In other work, Harris and Jeremy Hushon represented a group of multilateral lenders on the financing of the Termorubiales crude oil fired thermal power plant in Columbia; and the firm also acted for the sellers on the sale of the direct and indirect interests in Columbia’s largest thermal power plant, with a capacity of over 900MW. Head of the energy practice Michael Irvin is a well-respected figure in Houston, with great expertise in oil and gas matters; and Brian Bradshaw, also in Houston, is experienced in emerging markets deals. Former New York partner Joel Moser left the firm for Bingham McCutchen LLP.
Hogan Lovells US LLP has a strong project finance group, with a strong sponsor emphasis and benefiting especially from Hogan and Hartson LLP’s strong practice in the US and Latin America, where it had a notable specialism in energy-related transactions, especially wind. The team acted for Petróleos de Venezuela (PdVSA) and BANDES (Ministry of Finance of Venezuela) as borrower’s counsel in relation to two $10bn term loan facilities from China Development Bank, the largest Chinese financing in Latin America, it is supported by a long-term crude oil sales agreement between PdVSA and China Oil. In a further example of the team’s ability to document and close complex financings by Chinese state-owned financial institutions, a team led by recommended partners Miguel Zaldivar and Keith Larson (on financing) and Jorge Diaz-Silveira (on construction) represented the Republic of Ecuador and Compania Hidroelectrica Coda Codo Sinclair in relation to the $1.68bn construction financing, by China Export-Import Bank, of the Coca Codo Sinclair hydropower project in Ecuador, the largest infrastructure project in the country. On the domestic side, the team acted as financing counsel to the Denver Union Station Project Authority on the $300m development of a regional, multi-modal transportation hub in downtown Denver, Colorado. The team’s offices in Baltimore and Denver have a pronounced US focus to their work, whereas the offices in Washington DC and Miami are internationally oriented. Recommended partners include Washington DC-based Claudette Christian, who co-chairs the firm’s board, and Brian Chappell in Baltimore.
The increasingly prominent practice at Hunton & Williams LLP is led by head of the business practice group John Beardsworth in Richmond, Virginia, joined by co-heads of the energy and project finance team, John Hawkins in New York and Jeffrey Schroeder in Washington DC. The group has an excellent niche in emerging markets, where it has been involved, chiefly as sponsor’s counsel, in a very diverse range of countries, and the practice has remained buoyant thanks to the insulation of many of these markets from the wider global downturn, although the importance of overseas markets has not precluded the firm from also being involved in notable domestic deals. The firm advised the Government of Kosovo on the privatization of Post and Telecoms of Kosovo, one of the largest telephone operators in Kosovo, and is also acting for a consortium advising the Government of Ukraine and the European Bank for Reconstruction and Development on the corporatization of Ukrenergo, the national energy company of Ukraine. The team has strong links with the Government of Tanzania, and has advised it on matters including the Songo Songo gas-to-electricity project and a gas plant and pipeline extension, which involved the drafting and negotiation of more than 20 comprehensive project agreements on the development of an integrated natural gas facility and an electric generation project; and also the proposal by an oil and gas exploration company to develop natural gas processing and liquefaction facilities, the first such project in the country. On the lender side, Japan Bank for International Cooperation and Bank of Tokyo Mitsubishi UFJ instructed the firm on the $1.5bn financing of Woodside’s Pluto offshore gas and LNG liquefaction facilities in Australia. In the US, the team advised Exergy Development Group on the development and financing of a 183MW wind generation project in Idaho. In May 2010, the firm added five partners from Paul, Hastings, Janofsky & Walker LLP, including Ellis Butler, Raj Pande and Laurence Skinner, as well as Schroeder and Hawkins, mentioned above. This growth was cemented further in October 2010 with the addition of Gregory Lang and Michael Madden in New York.
Orrick, Herrington & Sutcliffe LLP has a ‘very deep bench’ of seven partners, and a notable niche in the energy sector; it has ‘comprehensive knowledge of the electricity industry and has worked with all its segments (municipal, cooperative, investor-owned, IPPs and federal agencies)’. A key energy sector is solar power, where the team has acted on several noteworthy deals. Recent highlights include acting for Eurus Energy America on the Avenal photovoltaic solar energy project (which will be the largest such facility in California on completion), advising on the construction, power purchase, and equipment supply agreements, and negotiating and structuring the financing of the project. The team also has excellent transport infrastructure capabilities and related expertise in PPP matters. In this arena, it acted for Fluor Corporation and Macquarie Capital as sponsors in the $1.6bn Denver FasTracks project; this PPP concession provided for the construction, financing and operation of the network, and the deal included related bond financing and an equity sell down by Macquarie to Laing and Lloyds. The firm also acted for the Municipal Electric Authority of Georgia (MEAG Power) on the development of two additional nuclear generating units at an existing nuclear plant in Burke County, Georgia; acted for Banco Bilbao Vizcaya Argentaria in the $900m PPP financing of a toll road in San Diego County, California, which involved $560m of senior secured debt; and assisted Bank of America and Barclays Bank on the proposed concession for the construction, operation and maintenance of the elevated roadway from the southern end of the Golden Gate Bridge into San Francisco, California. Team head Daniel Mathews in New York is highly rated by clients, along with Carl Lyon, who has ‘an almost encyclopedic knowledge of the utility industry and its financings and business transactions’; and Kyle Drefke in Washington DC, ‘an organizational genius who can lead a phalanx into a transaction’, and ‘an excellent draftsman’. In San Francisco, Les Sherman has ‘an incredible grasp of the issues facing renewable energy developers’; David Spielberg is much lauded; and Mark Weitzel is ‘spectacular’.
The practice at Simpson Thacher & Bartlett LLP benefits from the firm’s private equity strength, with a number of active clients (such as The Blackstone Group) operating in the sector. The practice also undertakes a substantial amount of work on the lender side, for major institutions such as BNP Paribas and JP Morgan, and has notable expertise in the renewable energy field, with wind projects a major specialism. The four-partner group, noted for its ‘very solid knowledge base’, is headed by New York’s David Lieberman, who is ‘highly familiar with the technical aspects of financings, is able to compare and contrast with industry precedents, and is skilled at organizing and guiding a disparate lender group’. In the lender arena, the team acted for organizations including Crédit Agricole Corporate Barclays Bank, ING Capital, and Bank of Montreal on the $1.2bn financing for the Terra-Gen wind power project in California; this innovative and complex deal involved the issuance of approximately $580m of 7% pass-through certificates due 2035, a construction bridge facility of $499m and ancillary credit facilities of $127m. It also acted for BNP Paribas, the Bank of Nova Scotia and Union Bank as joint lead arrangers on the financing (consisting of senior secured notes and credit facilities) of the $780m acquisition, by SteelRiver Infrastructure North America, of Peoples Natural Gas Company. On the sponsor side, it advised Blackstone on Transmission Developers’ development of the Champlain-Hudson Power Express, a power line that will bring renewable power to New York and New England; and First Reserve on its joint venture with Sun Edison on the acquisition of up to $825m in current and future solar photovoltaic energy projects in North America and Europe. Standout partners include Lieberman, mentioned above, and Kenneth Wyman.
Andrews Kurth LLP’s project finance team is based principally in Houston and has a strong base in oil and gas transactions, with notable clients including Eurus Energy, Macquarie Cook Power, BP and DKRW. The group also gains significant mandates in the wind power sector and, to a lesser extent, other forms of renewable energy. The practice is headed by the well-respected figure of Timothy Unger, who has been advising Enviro Petroleum on the projected $5bn development, financing and construction of a Libyan oil refinery. A team led by Mark Thurber advised the sponsor on a joint venture with a major gas transportation company to develop a $1bn 500 MMCFD natural gas pipeline and associated facilities in Sonora, Mexico. Recommended partner Hal Haltom assisted Hilcorp Energy Company in a newly formed partnership to own and develop Hilcorp’s oil and gas properties located in the Eagle Ford Shale trend of South Texas. In the area of solar power, Dahl Thompson and Rob Taylor advised TX Solar I (a subsidiary of Duke Energy Corporation) on the financing of a 13.8MW AC solar-powered electric generation facility, and a solar-powered electric generation test facility in Bexar County, San Antonio, Texas. In further renewable energy transactions, the team represented Goshen Phase II, a joint venture owned by BP, Mitsubishi and Veolia, on the construction and term financing of a 125MW wind generation facility to be constructed in Bonneville County, Idaho; and Pattern Gulf Wind on the purchase and corresponding financing of the assets of Texas Gulf Wind, a 283MW wind farm in Kennedy County, Texas. Further recommended individuals include of counsel Roger Feldman in Washington DC, who has long-established expertise in renewable and alternative energy; Doris Rodriguez in Houston, who has a focus on Latin American transactions; and George Humphrey, who is also in Houston and focuses on US and international project development and finance.
Baker & McKenzie has a fine project finance practice based principally in Chicago and New York, acting predominantly on the sponsor side and with a focus on renewable projects; ‘the service provided is excellent’. The team is headed by chair of the firm’s global power practice and North America energy practice, Chicago-based James O’Brien. He combines expertise in many fields including fossil fuels, and waste-derived and renewable fuel projects. Another prominent partner is Clyde Rankin in New York, who had a busy year and acted on several significant transactions; he represented PNE Wind USA as sponsor on a 30.6MW wind energy project with Black Hills Power in Butte County, South Dakota, and also on a 49.6MW project to be constructed on land owned by the Cherokee Nation in Kay County, Oklahoma. Elsewhere, the group acted for Project Resources Corporation and Miracol Energy on the Ridgewind project in Minnesota, which uses funds provided by Union Bank and is the first sale/leaseback financing of a wind energy project using the Investment Tax Credit cash grant; the deal involved individuals from several other practice areas, such as Janna Bellwin in banking and finance and Klas Holm in tax. Notable sponsor clients include White Energy Coal North America, SolarReserve, and POET, while clients on the lender side have included Stark Investments, WestLB, and TD Bank.
Bracewell & Giuliani LLP ‘provides excellent legal counsel’ through its ‘top-notch legal professionals’. Led by the well-respected Alan Rafte in Houston, the group has longstanding expertise in oil and gas matters and other forms of energy, and many of the most important mandates undertaken by the firm are related to this field, principally on behalf of the sponsors. New York partner Robin Miles led with Rafte and fellow Houston partner Thomas Tomlinson on the Ruby Pipeline Project, where the group acted for El Paso Corporation as sponsor on the financing of a 675-mile natural gas pipeline running through Wyoming, Nevada, Utah and Oregon; the deal involved a $1.49bn construction/term facility and a $25m revolving working capital facility. In another highlight, Miles and Dale Smith in Houston led a team advising Plum Point Energy Associates on the financing of a state-of-the-art 665MW coal-fired power plant in Mississippi County, Arkansas, the deal consisting of an $800m construction loan from RBS, and a $100m tax-exempt bond financing from other parties. The firm also advised Rockland Capital on its purchase of an equity interest in La Paloma Acquisition Company and the related assumption of the asset manager role of the 1,022MW power facility in Kern County, California, and also in the negotiation of a replacement energy management arrangement to manage the gas and power sales and purchases for the company; and Midcontinent Express Pipeline, owner of a 500-mile natural gas pipeline extending from Southeast Oklahoma to Alabama, on an $800m debt offering. The team delivers ‘very high value for money’ and is ‘very attentive to the needs of a complex project’. David Domansky has begun practising at the firm’s new office in Seattle, while other recommended lawyers include Catherine Ozdogan and Gary Orloff in Houston.
Davis Polk & Wardwell LLP’s team is closely interwoven with the firm’s wider corporate department and its project finance team is relatively small in comparison with its peers. Nonetheless, it has strong capabilities and, as well as handling domestic transactions, has a broad portfolio of international mandates, extending to Central and South America and Africa, many of them petrochemical and oil and gas projects. Its impressive roster of clients includes Morgan Stanley, JBIC, and Odebrecht Oil & Gas. The firm has continued to advise Fertinitro on the Venezuelan government’s measures to require a project to make domestic sales, at discounted prices, of a portion of its production; the value of the mandate is $1bn. Other highlights include advising Odebrecht on its $1.5bn Rule 144A/Regulation S offering of 6.35% senior secured notes, the proceeds of which will be used to pay for the construction of two deep sea drill ships of the coast of Brazil; and assisting Liberia’s Ministry of Land, Mines & Energy and the Liberian Electricity Corporation on the development and construction of a 35MW biomass power plant in Monrovia, a $112m deal to be financed by a loan from the Overseas Private Investment Corporation. The practice has also been assisting Polietilenos de America, a joint venture between Petroquímica de Venezuela and Braskem, on the development, construction and non-recourse financing of a $5bn polyethylene project in Venezuela; and Morgan Stanley Infrastructure Partners and Veolia North America on the formation of a joint venture and its $320m cash acquisition of the Medical Area Energy Plant from NSTAR, the Boston-based electricity and gas utility. Recommended figures at the firm include practice head Waide Warner in New York, who has longstanding experience in areas such as power projects, upstream and downstream gas financings, and transport projects; and Joseph Hadley, who has expertise in the petrochemical, electricity and telecommunications sectors.
Foley & Lardner LLP’s team comes under the chairmanship of Charles Hedrick in Jacksonville, Florida, although the main location of the project finance group is Milwaukee, Wisconsin. It is involved, principally as sponsor’s counsel, in many solar and wind projects and in a number of project finance related M&A deals. In a notable energy mandate, Edward Hammond acted for Invenergy on the construction and term financing of a two-phase 130MW wind energy facility in Wisconsin. Other highlights included acting for Conergy on the non-recourse project financing of a 3MW solar installation in Pennsylvania; and, led by the well-respected James Tynion, representing Acciona on the development and financing of a $250m 123MW wind energy facility in Oklahoma, which involved a complex tax equity and back leveraged debt combined financing. Jason Allen assisted Integrys Energy Group on several transactions, including the sale of its wholesale electric marketing and trading business, involving various power transactions including physical forwards, financial derivatives, and capacity and transmission rights. The firm also acted for Integrys and its non-regulated subsidiary WPS Power Development on the sale of two of its power generation companies, which own assets in northern Maine and New Brunswick, Canada. Another client is Indiana Finance Authority, which instructed the team on its purchase of Synthetic Natural Gas for delivery to Indiana retail end-use customers, with the gas to be produced by the coal gasification facility being developed by Indiana Gasification. Robert Anderson joined the firm in San Francisco and Ralph Dudziak joined in Chicago.
Morrison & Foerster LLP delivers ‘high-quality advice’ that is ‘very useful and always timely’, and has a ‘deep understanding of industry and financing matters’. The team of seven partners is headed in the US by the recommended Frederick Jenney, who is based in Washington DC. The team has strength in representing public agencies, with the Department of Energy being a notable and recurring client. The team acts for both lenders and sponsors, but with a focus towards the former. It advised the Department of Energy on providing over $1.4bn in loan guarantees to subsidiaries of BrightSource Energy for three projects at a 400MW concentrated solar thermal power complex in the Mojave Desert. In an unusual transaction, it also represented the Overseas Private Investment Corporation (OPIC) on its project financing of a $100m luxury hotel in Baghdad, which will be operated by Rotana, a large hotel operator in the Middle East; the development is part of the US government’s efforts to develop the infrastructure and facilities in the city and as such entailed a range of sensitive issues be addressed. CH Energy instructed the team on the acquisition and financing of a 20MW wind farm in Glenmore, Wisconsin; the client plans to invest approximately $50m in the project, which will sell power under a 20-year agreement with Wisconsin Public Service Corporation for the electric output of its eight turbines, to be supplied by Nordex. The firm also advised new client Acciona Energia on the financing of a 250.5MW wind farm in Mexico, involving $375m debt financing by a syndicate of multilateral and state lending institutions led by IFC and IDB; the development, in the State of Oaxaca, is the largest wind facility in Latin America. Jana Mansour in New York is an ‘outstanding professional, with a brilliant legal mind’, and demonstrates ‘extraordinary dedication and has great negotiation skills’, ‘always keeping a complete view of the deal without missing any detail’. Also recommended by clients are Nicholas Spiliotes in Washington DC and Jill Holtz Feldman in San Francisco.
Sidley Austin LLP’s practice is headed by Irving Rotter in New York, but the group also has key individuals based in Washington DC. It is strongly characterized by energy deals, with solar and wind energy prominent sectors for the firm, and also handles some transport and infrastructure work. It acted for HSH Nordbank on the $535m project financing of a 202MW wind energy generating facility in the State of Washington; and also on a 262MW wind energy generating facility in the State of Washington, which involved a prepay arrangement for power with Southern California Public Power Authority. The firm also represented Barclays Capital as agent and co-underwriter on a $220m term loan to Great Point Power for the acquisition of five power and transmission projects from Energy Investors Fund. David Hill, in Washington DC, has been assisting Clean Line Energy Partners, an independent developer of high-voltage, long-haul electric transmission lines which is working to develop lines that will bring renewable energy resources to load centers. The team also represented WestLB on a sale of collateral under section 363 of the US Bankruptcy Code, involving a biodiesel refinery and associated intellectual property. Other recommended partners include Anne Falvey in New York. Former partner Alan Epstein left the firm to become president of a solar development company in 2010.
Structured finance
Index of tables
Structured finance
Leading lawyers
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- Raymond Check Cleary Gottlieb Steen & Hamilton LLP
- Paul Forrester Mayer Brown
- Richard Kadlick Skadden, Arps, Slate, Meagher & Flom LLP
- Steven Kolyer Clifford Chance
- Jason Kravitt Mayer Brown
- Renwick Martin Sidley Austin LLP
- David Mitchell Fried, Frank, Harris, Shriver & Jacobson LLP
- John Osborn Skadden, Arps, Slate, Meagher & Flom LLP
- Joshua Raff Orrick, Herrington & Sutcliffe LLP
- Edward Rosen Cleary Gottlieb Steen & Hamilton LLP
- Ray Shirazi Cadwalader, Wickersham & Taft LLP
- Lary Stromfeld Cadwalader, Wickersham & Taft LLP
- Frederick Utley Clifford Chance
- Jon Van Gorp Mayer Brown
- Paul Watterson Schulte Roth & Zabel LLP
- Neil Weidner Cadwalader, Wickersham & Taft LLP
Cadwalader, Wickersham & Taft LLP’s Steven Lofchie and Richard Schetman co-chair the structured finance team, which provides ‘industry-leading knowledge and experience’ and is ‘responsive and, because of its breadth of experience, is able to provide valuable advice early’. The practice offering ‘top class in all categories: knowledge, experience, client service and thoroughness’, includes all forms of structured finance. The firm continues to be recognized as ‘the industry leader in CMBS, with strong expertise in critical ancillary areas’, and the firm’s attorneys have also been instrumental in developing alternative insurance products such as catastrophe bonds and the securitization of Triple X reserves, with deep experience in all forms of derivative. The firm’s clients range from international investment and commercial banks, collateral managers, and hedge funds, to monoline insurers, and electronic trading platforms. During the first 9 months of 2010, the group assisted several major banks in the issuance of over 2,200 structured products with a notional value in excess of $3.2bn. Also, in a prestigious instruction, the firm assisted Morgan Stanley in the design of a government program arranged with Citigroup to help alleviate the illiquid student loan market; the Department of Treasury will commit $60bn to allow the purchase of loans from banks and the issue of asset-backed commercial paper to finance the program. Plaudits for individual lawyers abound. Michael Gambro, the co-chair of the firm’s capital markets department, is ‘the dean of structured finance lawyers’. Securitization guru Neil Weidner is ‘well-supported and has wide experience of both US and European markets’, and senior counsel Malcolm Wattman is ‘an excellent choice’ for insurance-linked securitization. Clients also nominate capital markets co-chair Patrick Quinn, Melissa Hinkle, Lisa Pauquette and Frank Polverino for their expertise in mortgage and asset securitization. Stuart Goldstein, who divides his time between the New York and Charlotte offices, is also highly recommended for his CMBS work. Ray Shirazi is a leader in equity derivatives, as is Jeffrey Robins, who also has a strong regulatory practice. Ivan Loncar is ‘simply outstanding’, and Lary Stromfeld is ‘first class, a true expert’, in the municipal derivatives field. The recruitment of Paul Pantano to the Washington DC office from McDermott Will & Emery LLP in January 2011 brings impressive expertise in energy derivatives and futures to the firm. Lawyers are New York-based except where indicated otherwise. Representative clients in the structured products space include Barclay, BNP Paribas, Deutsche Bank, Goldman Sachs, King Street, Polygon and Wells Fargo.
Cleary Gottlieb Steen & Hamilton LLP’s structured finance group offers ‘excellent attention to detail and knowledge of the market’. Clients comment that the firm ‘operates on a completely different level than any other’, and another that the firm’s contribution is ‘tremendously valuable – knowing the right thing to do in complex situations is very cost effective and a big time saver’. High levels of client demand occasionally result in ‘rather slow response times’, but most clients confirm ‘with other firms I had situations where the partner delegated work to associates and wasn’t on top of things – with this firm, that was never ever the case’. The US team, the strongest in the global group, divides between New York and Washington DC. The support service provided by other departments impresses: ‘the tax, regulatory and other advice, as needed, were without exception on the highest level’. The firm’s expertise in market-leading expertise in structured finance is in demand not only for restructurings, mergers, acquisitions and investments, but also to advise on the securitization-related aspects of financial regulatory reform. In recent instructions, New York’s Raymond Check, noted for his masterly handling of complex matters, counseled UBS on the issuance of $113m of debt securities mandatorily exchangeable for shares of GT Solar to be sold by GFI, an Oaktree portfolio company, and Andrea Podolsky in the same office advised Dollar Thrifty Automotive Group and subsidiary Rental Car Finance (RCF), in the $200m issuance and sale of asset-backed variable funding notes to Deutsche Bank. The Washington DC group includes Robin Bergen, who ‘gives excellent service from the client’s perspective – negotiating skills, timeliness, organization, expertise – absolutely great on all fronts’, and Mitchell Dupler, who led the team which represented underwriters, including Bank of America, Barclays, Citigroup, Goldman Sachs, Greenwich, JPMorgan Chase, RBC and RBS, in over 200 Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions, representing nearly £170bn of mortgage-backed securities. Also recommended in Washington DC are ‘excellent deal lawyers’ Linda Soldo and senior associate Scott Goodwin. The firm’s elite cadre of derivatives experts is represented in both offices. In New York Michael Dayan has ‘incredible knowledge of derivatives documentation, particularly credit derivatives’, as has the extremely busy Edward Rosen; Dayan and Rosen have been advising a consortium of leading swap dealers in connection with the establishment by the Chicago Mercantile Exchange of an interest rate swap clearing facility. In Washington DC, Michael Mazzuchi not only excels in derivative instructions but has considerable expertise in mortgage and asset securitizations, collateralized bond obligation transactions, synthetic debt securities and repackagings. Clients include NYSE Euronext, UBS, Wells Fargo and ISDA.
Mayer Brown provides a service which is characterized by ‘timeliness, nurturing and building long-term relationships, and consistent care and attention from lawyers of different seniorities’. Client-credited with ‘knowledge of the securitization industry that is impressive and very comprehensive’, the firm’s innovative expertise also extends into every corner of the debt markets. Practice members are based in the Chicago, Charlotte, New York and Washington DC offices. In New York, Jason Kravitt’s ‘unparalleled knowledge and expertise’ continues to be exercised as co-chair of the securitization practice and, currently, in his contribution to a steady stream of high-value contentious matters. Chicago-based Doug Doetsch, co-chair of the Latin American group, and James Patti, who divides his time between Chicago and London, have leveraged the structured finance practice off the global reach of the firm into the emerging markets of Asia, Latin America and Africa, as well as Russia, Turkey and Kazakhstan. The group has also built niche practices in the environmental, carbon and alternative energy securitization market. Jon Van Gorp is ‘a strong business counselor – he comes up with solutions and utilizes the expertise of his partners in a surgical way to find the answer quickly’. Chicago-based Van Gorp and group co-chair Stuart Litwin recently represented JPMorgan Securities and RBS in the first-ever US offering of securities backed by Australian auto leases; the auto leases were originated by Macquarie Leasing. In Charlotte, Carol Hitselberger’s ‘knowledge of the ABCP industry is very deep and she has a notable ability to deal with clients’; during 2010, she assisted Bank of America as agent in the restructuring of a cross-border receivables securitization involving various Asian and European jurisdictions, including Malaysia, Germany and Sweden. Other client-nominated experts include, in New York Joshua Cohn, the head of the US derivatives & structured products group and co-chair of the global practice, and Paul Jorissen, whose broad practice includes complex derivatives, credit default swaps and asset-backed securities. In Chicago, George Pecoulas, for the securitization of installment finance and trade receivables, and Paul Forrester, whose extraordinarily wide practice includes securitization, derivatives and many other structured products, are both recommended. Practice group clients include Banc of America Securities, Hyundai, Carrington Capital Management, Citigroup, Standard Chartered Bank and Turkiye Garanti Bankasi.
Clifford Chance’s New York-based Americas structured capital markets group advises in all types of complex, high-value structured and securitized products, derivatives, and increasingly regulation, both in the US and globally. Market dislocations of recent years have seen demand move away from commoditized product servicing to complex restructuring and this has stimulated the group’s penetration in real estate-related financing, particularly CMBS. Clients note that ‘other firms are not so fast in response nor so qualified’, the firm provides ‘good value for money given the level of partner involvement’. Gareth Old, ‘an extremely hard worker, with prolific and efficient output – very much in the driving seat in meetings’, and who previously worked in the firm’s offices in London, Hong Kong and Frankfurt, was appointed partner in May 2010, bring the talent on offer to six partners and 17 assistant lawyers. In recent instructions, head of group Steven Kolyer advised Citigroup in its auction sale of a senior mortgage loan and two mezzanine loans totaling $340m and secured by 26 industrial properties, and Frederick Utley assisted Ambac UK on the workout of its largest exposure, Ballantyne Re, an insurance securitization. Clients comment that Lewis Cohen is ‘distinguished by his depth of knowledge and understanding of big-picture issues’ in complex securitization, and David Yeres is ‘an excellent lawyer; highly specialized in derivatives and transactions in financial markets’. Also recommended are Donald Carden, David Felsenthal, Robert Villani and Edgard Alvarez. Clients in a blue-chip list include Perella Weinberg Partners, New Oak Capital, Munich Re and Deutsche Bank.
Davis Polk & Wardwell LLP is widely regarded as the premier firm for equity derivatives expertise, and also has a wider practice incorporating structured finance and securitization. The derivatives and structured products group, including tax support, now numbers some 35 lawyers. Head of practice John Brandow was on the team which advised the Federal Reserve Bank of New York and the US Department of the Treasury in connection with the recapitalization of American International Group, which completed in January 2011. Clients note, ‘there are some very smart lawyers’ at the firm and although restructuring work has been plentiful, the structured finance practice group has attract a stream of complex, high-value new instructions, despite the difficult credit markets. Ray Ibrahim and James Rothwell recently led the work for the initial purchasers on a Rule 144A offering by Microsoft Corporation of $1.25bn aggregate principal amount of zero coupon convertible senior notes due 2013. Members of the group also advised the joint book-running managers, including Citigroup Global Markets and Pierce, Fenner & Smith, on the equity derivative aspects of a public offering by Stanley Black & Decker, of 6,325,000 convertible preferred units. Other lawyers in the group noted as outstanding by clients include Warren Motley for innovative structured product design, Daniel Budofsky for complex derivatives, and Sarah Beshar has acted for many years as designated underwriters’ counsel for US domestic and global financing transactions by General Motors and its finance subsidiary, GMAC. Practice clients include Morgan Stanley, Société Générale, JPMorgan Securities and Royal Bank of Canada.
Freshfields Bruckhaus Deringer LLP’s ‘response time is top-notch and the firm has high levels of expertise in the prime brokerage derivative financing space’. The New York-located US practice group comprises four partners, of whom one, Perry Sayles, is based in London. In recent instructions, group head Brian Rance, who ‘adds value in complex and risky situations’, acted for Citigroup Global Markets on the COA Tempus CLO – a $500m cash flow CLO secured primarily by senior secured bank loans: the existing CLO and two warehouse vehicles merged into the new vehicle in a four-party statutory merger under Cayman Islands law. Ellen Hayes, ‘very helpful on client negotiations, where she is quick and determined but simultaneously non-antagonistic’, led the team advising a major investment bank in connection with an investment in a complex multi-jurisdictional, multi-tiered limited partnership holding a portfolio over $1bn US equities. Also highly recommended, Jerome Ranawake has ‘a detailed technical understanding of the lending business and is effective negotiating with clients’. Clients of the practice group include Citigroup, Credit Suisse, Kylin Management and UBS.
Schulte Roth & Zabel LLP’s New York-housed Paul Watterson and Craig Stein co-head a 20-strong group characterized by ‘first class service and knowledgeable attorneys who are never stuck for a solution’. The practice straddles structured products and derivatives, and well supported by the tax practice, provides a sophisticated expertise which absorbs complexity and generates innovation. In recent instructions, Paul Watterson and Craig Stein acted as counsel to several private funds in the creation of a special purpose vehicle allowing those funds to enter into a credit default swap with a major European bank, and Joseph Suh, commended for his expertise across the structured and derivatives field, acted as counsel to several private investment vehicles managed by Performance Trust Investment Advisors investing in undervalued residential mortgage-backed securities. Adam Katz is commended for his work on collateralized and synthetic CDOs, and Philip Azzollini for his wide asset-backed expertise and experience. Special counsel Kristin Boggiano is ‘a great asset, a very promising young lawyer’ in the derivatives space. The group acts for clients including Cerberus Capital Management, Deerfield Capital Management, Fortress Investment Group, Guggenheim Partners and Wells Fargo Securities.
Shearman & Sterling LLP’s derivatives offering is impressive, with comprehensive expertise in all underlying asset classes and a healthy client following of both dealers and hedge funds. The New York practice works closely within the global group and is commended for seamless coverage of the US and European markets. Geoffrey Goldman, ‘extremely talented’ in complex derivatives, represented a group of market participants in the first-ever external review of a determination by the ISDA Credit Derivatives Determinations Committee over a potential restructuring credit event by Cemex. Donna Parisi, head of asset management, ‘has set up an outstanding group’: Parisi led the groundbreaking advisory work for Intercontinental Exchange on establishing and developing the ICE Trust US and ICE Clear Europe clearinghouses for credit default swap transactions. Also recommended is Azam Aziz, who is ‘always in tune with market practice’. Constance Fratianni has advised Citigroup in connection with numerous distressed structured financing transactions, including motion picture and student loan receivables. Stuart Fleischmann is long-experienced in novel securitization transactions including toll road and franchise receivables. David Bleich, of counsel, was on the team which represented CAN Receivables, a bankruptcy-remote special purpose vehicle wholly owned by Capital Access Network, in an amended and restated $172.5m securitization facility with Wells Fargo Capital Finance. All lawyers named work out of the New York office. The firm also acts for Bank of America Merrill Lynch, Wells Fargo, Maverick Capital and IKB.
Sidley Austin LLP ‘impresses with expertise in first-time products’. The firm has one of the largest structured finance departments in the world, with some 125 lawyers worldwide. The global structured finance and securitization practice is co-chaired by four partners; Renwick Martin, a near four decade veteran in mortgage-backed securitization, and George Petrow with a quarter of a century in CMBS, are based in New York; Thomas Albrecht is located in Hong Kong but frequently found in the Chicago office; and Graham Penn is in London. Recent work has included high-profile assignments for leading banks in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (TALF) program, the Treasury Department’s TARP legislation, and the Federal Reserve Bank of New York’s Reverse Repurchase Program. The recovering market has brought in an increasing number of instructions for new issuances; a team which included Michael Durrer, US-qualified and based in London, recently acted as the international counsel for Standard Chartered Bank and BNP Paribas as joint lead managers in connection with the issue of $500m covered bonds by Korea Housing Finance Corporation, a Korean state-owned entity. The firm’s impressive depth of experience in asset-backed finance was enhanced in January 2011 when CMBS expert Kevin Blauch and a group joined from Latham & Watkins LLP; all are based in New York. Jeffrey Weinstein in Chicago is also highly recommended, and in San Francisco, Dale Lum represented Banc of America Securities, JPMorgan Securities and Wells Fargo Securities, as lead underwriters, in connection with the issue of a series of CarMax Auto Owner Trust’s auto-loan backed notes with an aggregate value of $2.6bn. Elsewhere, several lawyers have niche expertise. In Chicago, Gary Stern includes film financing and intellectual property receivables with his area of specialization, Mark Greenberg is expert in insurance-linked securities and other structures connected with the insurance sector, and Ellen Pesch is recommended for derivatives and alternative risk transfer transactions. The firm’s client list includes Citigroup, Guggenheim Capital, Merrill Lynch, Deutsche Bank, Credit Suisse and Nomura.
Skadden, Arps, Slate, Meagher & Flom LLP offers focused practice groups in three structured finance disciplines: derivatives, securitization and structured products. Although modest in size, the expertise on offer is ‘partner-led and first class’. Richard Kadlick, who has deep experience in asset-backed finance in all its forms, and Susan Curtis, who has a broad practice, co-head the structured finance group from New York. In a representative recent instruction, Curtis and James Stringfellow counseled investment adviser C12 Capital Management through the spin-out of $12.3bn of Barclays’ credit market assets, including whole mortgage loans, RMBS and other assets, into a separate Cayman-based fund. In another major deal, David Midvidy advised Citigroup in its sale of the Student Loan Corporation, including the divestiture of its private student loan business and approximately $32bn in assets. Andrew Faulkner handles some very high-value auto-loan securitization assignments. John Osborn, the New York-based head of the firm’s derivatives team, has a broad practice in both over-the-counter derivatives and capital markets transactions with derivatives elements, and Mark Young, who is based in Washington DC, offers expertise in derivatives regulation, fiduciary advice and litigation. Paula Greenman has advised several major institutional clients in connection with analysis of the Dodd-Frank Act as it relates to derivatives, and Yossi Vebman is recommended for his highly commercial work in derivatives and swaps. The firm’s structured finance attorneys have also advised Citigroup Global Markets, Chase Bank, Amerigroup, BlackRock, Morgan Stanley and Grupo Mexico.
Weil, Gotshal & Manges LLP ‘excels in innovation but is too expensive for routine stuff’. Clients note that the structured finance group, with some 30 lawyers globally, ‘staffs appropriately, there aren’t too many timekeepers on the bill’. Strong in securitization and derivatives advice, the team has been involved in some of the largest high-profile structured finance-related restructuring assignments of recent years including AIG, Lehman, MBIA and Syncora. Heavyweight partners contributing to these long-term matters include Robert Chiperfield, Eric Peterman and Nancy Lynch. The group has also attracted some of the major ‘new money’ programs. In a representative matter, Frank Nocco led the work for American General Finance Corporation and a subsidiary in the issuance of $717m of pass-through certificates collateralized by approximately $1bn of first-lien residential mortgages, one of the few RMBS transactions closed since the financial crisis began, and the first non-TALF-supported RMBS transaction. In a firm auto-loan market, Jason Smith advised Hertz Corporation (Hertz) and a special purpose subsidiary Hertz Vehicle Financing in the issuance of $2.1bn variable funding rental car asset-backed notes to finance rental car purchases. All members of the team are based in New York. The practice also acts for Morgan Stanley, General Motors, Hexagon Securities, Advanta and Vanguard Car Rental.
Bingham McCutchen LLP’s ‘collective experience of securitization transactions and issuers has established a “brains trust” which is invaluable’. The firm has one of the busiest securitization practices in the US, and a 33 fee-earner global presence which now includes a Hong Kong resident partner. New York-based chair of the structured transactions group Reed Auerbach is ‘truly a titan in the field’, and offers ‘a superb client interface and bed-side manner, he is great at big-picture explanations and understanding’. Laurence Isaacson’s return to practice after sabbatical leave enhances the bench strength of the practice although the departure of Edward De Sear for Allen & Overy LLP is a loss. In recent instructions, John Arnholz has served as underwriters counsel on innovative offerings of asset-backed securities for virtually every key investment bank, and Robert Wipperman represented Citibank as purchaser of over 1600 REMIC residual interests from the bankruptcy estate of Lehman Brothers and affiliates. The group has also acted for Truman Capital Advisors, Toyota Motor Credit, Wells Fargo and Barclays Capital.
Cravath, Swaine & Moore LLP’s structured finance practice offers ‘levels of service is second to none; the lawyers are always available, they are detail-oriented, they make a point of understanding their clients’ needs, and they do very high-quality work’. Practice group chair Joel Herold is ‘excellent, available, prompt and courteous’. Small and sophisticated, the team is well supported by other practice groups and offers considerable expertise in cutting edge deals. Recent instructions include the representation of wireless infrastructure and tower network operator Crown Castle Towers in connection with a $1.9bn asset-backed debt offering, and advice to Banco Santander on the acquisition of loan portfolios and securitization residuals as the bank expanded its US auto-loan lending business. Active clients of the practice group include Citigroup, CSX Corporation, Cummins, DRI Capital and Morgan Stanley.
Dechert LLP’s structured finance group is commended for ‘absolutely best-in-class service, in-depth knowledge of the industry and the ability to pull together experts in all areas quickly’. The 25-strong US and European securitization practice group subdivides to some extent into asset-class teams, and although the firm’s penetration of the derivatives and wider structured finance work is more limited, a strong push into the CDO market is noteworthy. In addition to traditional receivables, it is known for innovative work with novel securities such as pharmaceutical patent royalties, film distribution rights, life settlements and commercial aircraft leases. Key members of the team are located in several of the US offices. New York houses the ‘consistently excellent’ Malcolm Dorris, and Patrick Dolan, who ‘impresses with his knowledge of the more esoteric asset classes’. In Charlotte, John Timperio’s ‘level of client service is unparalleled in the industry and he will continue to attract new business for many years to come’, and associate Mary Bear is commended for her ‘drive to resolve complex issues’. In Philadelphia, Ralph Mazzeo, an expert in the mortgage backed market, also represented a client in connection with numerous restructurings of over $1bn in debt collateral held in a CDO. Mortgage-backed issue rating pioneer Joseph Heil in the San Francisco office, is currently representing one of the primary rating agencies in connection with two CMBS securitizations of approximately $500m and $1bn. Clients of the securitization group include AmeriCredit, Cohen and Company, Cerberus, Deutsche Bank, RBS, World Omni and Bank of America.
Dewey & LeBoeuf LLP’s ‘advice is prompt, well reasoned and researched and, above all, practical’. Stephen Rooney, whose ‘overall knowledge of securities is astounding’, heads the securitization and structured finance groups, and insurance derivatives expert Eileen Bannon fronts the derivatives team. The New York office houses the principal US lawyers, and the practice is well-represented across other US locations and in Asia and Europe. Clients comment on the effective utilization of resources, and the close working achieved with other groups, particularly in restructuring assignments. The defection of former co-chair Chris DiAngelo and a small group to Katten Muchin Rosenman LLP in November 2010 impacts mainly in the securitization and municipal bond sector. Insurance expertise is the jewel in the firm’s crown, with clients including Allstate Insurance, Ambac Assurance, Legal & General and MBIA. For insurance matters, apart from Eileen Bannon’s ‘invaluable expertise’, Scott Avitabile is commended for his ‘real focus and attention to detail, he can recall where clauses are in massive documents’. In recent insurer instructions, the firm advised SCOR and Flagstone Re in the development of a repurchase agreement collateral structure in connection with catastrophe bonds, and numerous clients including Aon Benfield and Groupama in relation to insurance-linked securities and catastrophe bonds. Barbara Goodstein, expert in a wide range of receivables-backed products and offering ‘broad knowledge and good ideas’, led the team which represented Financial in the creation of its $400m commercial paper liquidity facility, funded by four major bank conduits. Evan Koster is also recommended, advising in derivatives, structured products and finance transactions in the US and Latin America.
Fried, Frank, Harris, Shriver & Jacobson LLP is ‘outstanding in all respects; the advice is timely, and shows knowledge not only of the law but of the client’s commercial imperatives’. The structured finance practice group concentrates on complex bespoke products and handles the full spectrum of OTC and listed derivatives, structured investments, securitization, and other financial instruments involving derivative products. Lawyers in the group are also in demand for regulatory advice. In New York, David Mitchell is ‘a lawyers’ lawyer with a deep knowledge of his subject – he’s astute and insightful’, and Lisa Schneider, promoted to partner in 2010, is ‘clearly a rising star in the group, a most intelligent and commercial lawyer whose work product is always perfect’. Clients also commend Jessica Forbes, who has a strong following of hedge funds, private equity firms and broker-dealers, for her regulatory expertise. In Washington DC, Walid Khuri’s ‘understanding of complex derivatives and his diversity of experience allows him to offer a unique perspective on all sorts of issues’. In June 2010, derivatives expert Robert McLaughlin, who was previously co-chair of the structured products practice at Katten Muchin Rosenman LLP, joined the New York office, and has since been extremely active in instructions such as counseling a leading financial institution in connection with its substantial OTC derivatives claim againstt Lehman Brothers, and advising a major financial services client in connection with the close-out of multiple separate synthetic CDOs following the bankruptcy default of the hedge counterparty. The practice group’s blue-chip base includes Morgan Stanley, Citadel Investment Group, Goldman Sachs, Tudor Investment Corporation, UBS and Citibank, as well as insurance companies, fund managers and broker-dealers.
Latham & Watkins LLP’s structured finance practice comprises a team of some 30 lawyers based in New York, Chicago and Los Angeles, who co-operate closely with the firm’s global offices. The group handles esoteric and complex ABS instructions and has several asset-backed finance niches such as aircraft, car rental leases, and more recently cell-towers. New York’s Kevin Fingeret heads the global securitization and structured finance practice and is personally very active in the car rental fleet market, in which he regularly represents the initial note purchasing banks, lenders and structuring agents. The group has lost the talents of CMBS expert Kevin Blauch to Sidley Austin LLP, but in New York, Loren Finegold is recommended for his ABS work and has a particular expertise in the telecoms sector, and Los Angeles-based Vicki Marmorstein is extremely experienced and expert in securitization, derivatives, and structured products generally. Ellen Marks in Chicago is highly rated for innovative solutions in restructuring financial products, and also for her expertise in regulatory matters. In recent instructions, Kevin Fingeret and Loren Finegold represented Deutsche Bank Securities, as initial purchaser, in connection with the offering of $200m of rental truck asset-backed notes by Centre Point Funding, an affiliate of Budget Truck Rental, and Vicki Marmorstein advised Ares Capital Corporation in connection with a revolving securitization facility with Wells Fargo. The firm’s New York-based equity derivatives experts Witold Balaban and Rafal Gawlowski were key members of a multi-office team which advised Goldman Sachs as underwriter and option counterparty, in a highly complex public offering by China’s JJ Media Investment Holding, in which Goldman hedged its exposure under capped call options through the purchase of American Depository Shares in the offering and through an over-the-counter derivative transaction with JJ Media. Active clients of the financial products practice group include Goldman Sachs, Citibank, JPMorgan, Morgan Stanley, Deutsche Bank Securities, Merrill Lynch, Rabobank, Oracle and PineBridge Investments.
Linklaters’ Gary Barnett heads the New York structured finance and derivatives practice, which was strengthened in 2010 when the highly experienced Paul Kruger relocated from Hong Kong. The expertise on offer is impressive and recent cutting-edge work includes advice to OTCDerivNet, a consortium whose shareholders include the majority of leading global financial institutions, in connection with developing a multijurisdictional platform for extending the LCH Clearnet SwapClear service. Stan Renas’ practice includes insurance products, with a particular focus on alternative risk transfer solutions, such as catastrophe bonds and “side-car” transactions. Associate Noah Melnick, who specializes in complex derivatives within his wider practice, is ‘a real stand out’. In recent instructions, Gary Barnett led the work for arranging banks, including Lloyds and JPMorgan, on one of the first mortgage-backed securities issuances since the Lehman collapse, when the RBS issued high-quality RMBS bonds to a value of £4.7bn. Group clients include SocGen, WestLB, Merrill Lynch, Citibank, Deutsche Bank, RBS Greenwich and BNP Paribas.
Morrison & Foerster LLP provides ‘very high levels of service – response times are minimal even when lawyers are out of the office’ and clients ‘would recommend it to anyone in the derivatives world’. The New York office, which works closely with London, offers deep expertise in structured debt and credit products, and a long established derivatives practice. Unusually, the firm has recently committed extra resources to securitization; Jerry Marlatt leads the work on securitization transactions and regulation and includes covered bonds within his remit. The firm recently represented DEPFA BANK in the establishment of a $20bn commercial paper program for Kells Funding which utilized reverse repurchase agreements to finance the assets of a bad bank restructuring; the program is supported by an indirect guarantee by the Federal Republic of Germany. Recommended lawyers include David Kaufman and Anna Pinedo, who are ‘top notch: well informed, practical and smart, able to get things done and very responsive’, and Lloyd Harmetz who ‘seems to know everything’. Senior of counsel Ken Kohler in Los Angeles has long experience of the complexities of securitization. Active clients of the practice include Merrill Lynch Canada, Barclays Capital, Citigroup Global Markets, BNP Paribas, Credit Suisse and Deutsche Bank.
Orrick, Herrington & Sutcliffe LLP’s New York-based Al Sawyers, co-head of the financial markets practice group, is ‘a hands-on partner who is always on top of whatever business he and his team may be working with me on at any point in time’. He and the highly respected Joshua Raff lead a team of ‘market leaders offering expertise, experience, and good value’. The firm’s reputation in asset-backed finance was confirmed when the firm was appointed to represent the FDIC in its first residential mortgage securitization transaction. Wider expertise extends to credit card receivables, auto and aircraft lease securitization, and more esoteric asset classes. Katharine Crost and Howard Altarescu, head of the financial institutions industry group, were key members of the team which acted as issuers’ counsel in the first significant non-governmental mortgage backed securities public offering since the onset of the financial crisis, a $230m securities tranche backed by prime residential mortgage loans issued by the Redwood Trust sponsored Sequoia Mortgage Trust 2010. The firm has a strong public finance department in which Albert Simons, a partner in the New York office, is ‘highly knowledgeable and experienced’ in the complexities of municipal bond and derivative offerings. The firm has achieved a significant presence in the Asian secured finance market and has several expert lawyers in Hong Kong who work closely with the US experts, including Washington DC-based Cameron Cowan, the 2010 executive secretary of the American Securitization Forum (ASF). Also in Washington DC, Michael Mitchell is an expert in regulatory matters. The group’s clients include Bank of America, Bayerische Vereinsbank, Royal Bank of Canada and Société Générale.
Sullivan & Cromwell LLP’s Kenneth Raisler heads the firm’s acclaimed commodities futures and derivatives group. The expertise of the team is underlined by roles in the creation of futures exchanges, including the CBOE Futures Exchange, the Chicago Climate Exchange, OneChicago and the Cantor Exchange, and advising in joint ventures regarding electronic trading platforms, clearing operations and other services, including the organization of ICE; David Gilberg led much of this work. The derivatives group also houses Rebecca Simmons, who has a reputation for pioneering new products and credit-risk expertise. Mark Welshimer founded and leads the firm’s structured finance group. Andrew Dietderich bridges the structured finance and bankruptcy groups and also has considerable experience of debt and equity derivatives; he advised the board of directors of CIT Group in an analysis of restructuring alternatives., as well as the first synthetic securitization swaps receivables.
Ashurst LLP’s ‘advice is generally more understandable and commercial than that received from other law firms’. William Gray heads the New York structured finance and derivatives group, which provides full coverage of the structured finance and derivatives area and tends to esoteric and complex matters. In recent instructions, the team advised a major financial institution in connection with a note synthetically linked to a loan portfolio through a credit derivative, and assisted several gas suppliers in complex novations of commodity swaps. Recommended lawyers in a ‘highly professional group which delegates and supervises well’ are ‘proactive and supportive’ Alice Yurke, and ‘knowledgeable and service-minded’ Patrick Quill. Also in New York, David Nirenberg is an ‘industry leader in the taxation of derivatives’. Washington DC-based Joyce Gorman has ‘a unique blend of legal as well as business and market knowledge and expertise in complex structures involving the securitization of tax exempt bonds’. Margaret Sheehan joined the Washington DC office from Alston & Bird LLP in early 2010 to build the firm’s regulatory practice. Clients of the group include Royal Bank of Scotland, Royal Bank of Canada, Deutsche Bank, JPMorgan, Merrill Lynch, Goldman Sachs and Morgan Stanley.
Debevoise & Plimpton’s Byungkwon Lim leads the derivatives and structured finance group, to which four other corporate and tax partners and some 15 counsel and associates contribute. Members of the group ‘work in a thoughtful manner within the client’s deadlines and keep track of all of the moving pieces to make sure the deal closes on time’. Most of the firm’s work in structured finance is high value and complex. Clients include sponsors, investment banks, investment advisers and investors in a variety of securitizations of debt portfolios. The group has a particular niche in aircraft securitization, and is also very strong in the insurance sector, where advice includes a variety of innovative approaches to risk securitizations and catastrophe bond offerings. The ‘extraordinarily knowledgeable’ Pierre Maugüé has wide experience of complex, cross-border finance; he recently advised an energy trading company in the negotiation of a credit sleeve facility to enable the company to post collateral in connection with its purchase of electricity under various ISDA agreements. William Beekman, ‘a pleasure to work with, responsive and able to deal with multiple problems with ease’, advised Fisher Scientific through its credit facility and customer accounts receivable securitization. All partners named are based in the New York office. Active clients of the practice group include Commerzbank, Credit Suisse, Goldman Sachs, JPMorgan Chase and Swiss Re.
Greenberg Traurig LLP’s structured finance practice group’s ‘level of industry knowledge and technical expertise is excellent’. The firm advises in virtually every asset class in the mortgage, asset-backed, municipal and structured products markets. Members of the 40 strong group are spread widely around the US and overseas offices. In New York, group leader Mark Michigan has ‘extensive knowledge of structured products and does a top-notch job’, and Sylvie Durham’s ‘insights and ability to deploy the appropriate excellent resources of the firm are outstanding’. Dallas-centered Michael Thimmig, recommended for asset backed lending, ‘protects his client in a way that advances the transaction toward successful completion’. Chicago’s Nancy Schimmel led the representation of JPMorgan Chase Bank, as letter of credit issuer, in connection with $1.4bn aggregate structured letters of credit to support Timberland purchase notes. Group members have acted for Deutsche Bank, WestLB, Republic of Costa Rica, and Bank of Tokyo Mitsubishi.
Kirkland & Ellis LLP provides ‘excellent response, knowledge and bench strength, and overall value for dollars spent’. The firm handles a high volume of transactions, and generally features high in the league tables for issuer representation in asset-backed securities. Kenneth Morrison, ‘very thorough, with immense industry knowledge’, leads the firm’s global asset finance and securitization practice from Chicago, with Jeffrey O’Connor, who ‘takes difficult and complex issues and is prepared to spend the time explaining these and educating the client’, also recommended. In New York Janette McMahan provides ‘excellent service and advice’. In a recent matter, the team represented Credit Suisse Securities and RBS Securities, as structuring agents and initial purchasers, through a series of six term securitizations of timeshare loan receivables under the Sierra program of Wyndham Worldwide. The firm is a veteran of auto and truck financing and in this comparatively buoyant segment of the market, has handled billions of dollars of securitized offerings by majors such as Ally Bank and Navistar. The firm acts for Constellation Energy, Credit Suisse, Monitronics International and World Omni Financial.
Kramer Levin Naftalis & Frankel LLP acquired an expert, ready-made asset-backed team when Gilbert Liu, Laurence Pettit and Richard Rudder joined the firm from Baker & McKenzie in September 2010. Previously commended for ‘handling themselves with ease under tight deadlines and difficult negotiations, while understanding the business perspective’, the team seems set to establish a clear market position very quickly. Challenging instructions already concluded under the new banner include the representation of John Hancock Life Insurance, as investor, in connection with a securitization of government receivables from task orders issued pursuant to federal energy savings performance contracts, and Credit Suisse, Wells Fargo, Branch Banking & Trust, and Guggenheim Partners in connection with a warehouse facility of timeshare loans originated by Diamond Resorts.
McDermott Will & Emery LLP’s US structured finance is led by Thomas McGavin from New York. The group provides ‘excellent service’, advises across the full range of financial products, securitized asset classes, and derivatives and is well supported by a high-quality tax department. Cross-border instructions are handled seamlessly through the firm’s offices worldwide, with particular expertise in Asian and European markets. Highlight securitization instructions included Peter Humphreys’ recent representation of HSBC in the formation of a new $3bn credit card master trust for Metris credit card receivables. Derivatives leader Andrea Kramer and Charles Levin in Chicago are instructed in numerous complex matters, and recently advised Lincoln National on “accelerated stock repurchase agreements” to acquire its own stock and “variable prepaid forwards” to sell third party stock for investment. John Hammond in Chicago is also recommended. The firm’s active clients include CIT Group, HSBC, Ingersoll Rand, and the International Swaps and Derivatives Association.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is ‘excellent on all measures’ and ‘adds value to the transaction’. Jordan Yarrett heads the structured finance group, in which Robert Zochowski is ‘responsive, and provides sound technical advice backed by business judgment’. The firm was recently instructed by the Federal Deposit Insurance Corporation in several key issuances of structured sale guaranteed notes collateralized by underlying mortgage backed and commercial mortgage-backed securities. The asset-backed practice is noted for innovation in the more esoteric asset classes such as large whole business securitizations. In a representative unconventional deal, Zochowski advised the mezzanine investor in Digital Cinema Implementation Partners’ $660m financing of the installation of digital projectors in some 15,000 movie theaters across North America; the program is supported by exhibition payments from film studios. The team also advised Barclays Capital and Morgan Stanley in connection with a $355m offering of secured billboard revenue notes for Adams Outdoor Advertising. Manuel Frey is recommended for his work in the derivatives and synthetic products. All lawyers named are based in New York. Clients in the structured finance space include the Federal Deposit Insurance Corporation, Baseball Finance and the US Department of Energy.
Stroock & Stroock & Lavan LLP is ‘a very good mid-sized firm in the structured finance area’. The 15-strong New York-based team is ‘responsive, thoughtful, creative and focused on solving problems’, and the broad practice includes structured insurer financing, investments in distressed asset backed securities and derivatives positions. The recruitment of Conrad Bahlke, recommended for his technical expertise in the equity derivatives field, from Weil, Gotshal & Manges LLP in January 2011 is significant. Boris Ziser is noted as ‘outstanding, particularly in the life settlements area’. Richard Fried represented Citigroup Global Markets, Credit Suisse Securities and Morgan Stanley, as underwriters, in a $855m public offering by SLC Student Loan Trust 2010-1 of student loan backed notes. Active clients of the practice include JPMorgan Chase, King Street Capital Management, Lazard Funds, and McKinsey & Company.
Winston & Strawn LLP has ‘significant industry know-how, provides quality risk-mitigation advice, and has institutional knowledge which saves both time and money’. The firm, which has an established reputation for innovative securitization, has an experienced and well-rounded structured finance practice centered in Chicago, with New York, Los Angeles, Washington DC and Paris offices. Chicago-based David Galainena ‘knows the securitization market comprehensively and is able to work through very difficult issues’; Galainena represented NXT Capital, one of the few recent entrants to the loan origination/capital markets arena, in its loan warehousing facility which was funded by Wells Fargo, and also acted as issuer’s counsel in Harley-Davidson’s TALF-eligible $500m securitization deal. Also in Chicago, Michael Mullins ‘possesses great business acumen and has a broad range of experience and knowledge within the structured finance area’ to draw upon, and Patrick Hardiman is ‘very practical and pragmatic – he works for a win-win scenario’. Ronald Jacobson is ‘a very good relationship manager, who manages complex projects with great skill’. Dennis Kelly, the firm’s supervising tax counsel for the structured finance group, is recommended for his perceptive advice. In Los Angeles, Warren Loui represented Nissan Motor Acceptance in the first-ever securitization under TALF, a $1.4bn securitization of automobile loans. For derivatives instructions, Michael Philipp and his team ‘are able to stay ahead of the competition by being proactive in a space and time where it would be easy to become reactive only’. The group also advises Hyundai Capital America and Perella Weinberg Partners.
Katten Muchin Rosenman LLP’s Chicago office houses Kevin Foley and Kenneth Rosenzweig, who ‘make the firm clear leaders in the futures space’, and offer deep expertise in the exchange-traded and over-the-counter markets. The New York office was joined by a strong asset-backed team in November 2010 when Chris DiAngelo, four other partners including auto-loan expert Joseph Topolski, and several associates defected from Dewey & LeBoeuf LLP.
Morgan Lewis’ 16-fee-earner practice group advises on all categories of over-the-counter (OTC) and exchange-traded derivatives, including equity, debt, credit, commodity, interest rate, currency and weather derivatives. The group also offers expertise in insurance linked structured products. New York-based head of group Thomas D’Ambrosio has recently represented clients with collective assets under management in excess of $100bn in connection with ISDA agreements and derivative transactions, as well as derivatives exposures to and claims against various Lehman Brothers entities. Also in New York, Georgia Bullitt has advised clients including insurers, investment advisers, associations and pension funds in connection with the derivative reform provisions of the Dodd-Frank Act. Michael Macaluso has considerable expertise in the cross-border complexities of structured products and derivatives. Clients include SCANA Corporation, Stable Value Investment Association, HIG Capital and Louis Dreyfus.
Sullivan & Worcester LLP provides a partner-led securitization group which is ‘available on a full mix of transactions and always perform well on any type’. In Boston, Duncan O’Brien offers ‘depth of legal knowledge across wide variety of asset classes’, Alexander Notopoulos ‘has the ability to explain complex legal issues to non-lawyers’, and New York-based George Lindsay ‘always get the job done quickly and correctly’. Recent representative instructions include advice to UBS and UBS Real Estate Securities in connection with a purchase of portion of financing of pool of automobile leases and fleet receivables through a master trust structure, and to Rabobank International in connection with a $200m revolving trade receivables purchase facility to a special purpose subsidiary of a manufacturing company.
Allen & Overy LLP is ‘rebuilding its ABS practice in the US’ according to clients. Lawton Camp has been joined by senior counsel John Hwang from Bingham McCutchen LLP, who is commended for ‘client service, his ability to explain complex issues, in an understandable manner, and impressive technical expertise’.
Bracewell & Giuliani LLP ‘staffs appropriately and presents a very high value for money’. Houston-based Alan Rafte heads an energy group whose structured finance lawyers are recommended for the design of complex structured and secured financing and hedging facilities not only in the demanding energy sector, but also for securitization of cash flows from hi-tech contracts such as software and cell tower leases. In representative instructions, New York-centered Robin Miles joined with Christopher Olive in the Dallas office, to assist a major financial institution structure and document a crude oil purchase, sale, storage and derivatives facility involving related hedging transactions including the exchange of futures for physicals (EFPs) and over-the-counter crude oil and refined products swap transactions. Practice clients include Macquarie, Merrill Lynch Commodities and Shell Energy.
DLA Piper LLP’s Boston-based Ronald Borod, who ‘has deep experience, fantastic judgment, and brings extraordinary value to the deal’, heads the firm’s structured resolution group, which is credited with creating innovative products and strategies designed to maximize value in distressed structured or securitized asset acquisition. The group recently represented Spring Hill Capital in the first tobacco fee securitization since the financial meltdown; the complex transaction required the issuance of a note secured by legal fees payable tobacco companies over a 14 year period following awards granted under the Medicaid reimbursement tobacco litigation. The ‘high-caliber and responsive’ Jonathan Black is also recommended.
Foley & Lardner LLP’s Milwaukee-based David Reicher and David Ryan are ‘knowledgeable, and provide excellent response’. Recent highlights include advising the State of Wisconsin through the refinancing of the $1.6bn Badger Tobacco Asset Securitization Corporation bonds originally issued in 2002. The firm has a particularly strong and well established educational finance practice, which represented Access Group, Montana Higher Education Student Assistance Corporation and others in connection with major student loan backed offerings and program design. The practice group also advises on securitization and derivatives in other classes, principally instructed by public bodies.
Jones Day has ‘a wide breadth of experience, a high level of business knowledge, and provides sound advice on a timely basis’. Mark Sisitsky heads a group strongly recommended for derivatives and derivatives litigation. In early 2010, the firm fielded the multi-disciplinary credit derivatives team including Sitsiky, Joel Telpner, and Jay Tambe which prevailed in the first ever external review panel convened by the International Swaps and Derivatives Association. The firm’s wider structured products offering has been enhanced by the recruitment of Scott Pierpont, who has broad experience of complex CLOs and asset-backed finance, from Mayer Brown. All lawyers named are based in New York. Practice group clients include Citigroup Global Markets, Kaiser Aluminum and Xcel Energy.
Simpson Thacher & Bartlett LLP’s David Eisenberg leads the firm’s New York asset-backed practice in which Laura Palma is also recommended. Recent instructions include representation of Credit Agricole as structuring agent and lender in connection with the implementation of an asset-backed financing facility for Zipcar to finance purchases for its car sharing fleet, and advice to Warner Music Group through the offering of a total $1.1bn in 9.50% senior secured notes. Clients include Hertz Vehicle Financing and SBA Communications.